LASSO TERMS AND CONDITIONS

These Terms and Conditions govern Customer’s use of the Services and may be updated from time to time in accordance with the Agreement.

1. Certain Definitions.

“Application(s)” means each applicable application set forth on the Order Form, including without limitation, certain web based tools related to management of events, crews, inventory and finances

“Authorized User” means (i) Customer’s named employees, agents and contractors who are directly involved in performing services for Customer, and who have a need to access the Applications for Customer’s internal business purposes, in each case, to the extent specifically set forth on the applicable Order Form or otherwise agreed by LASSO in writing in advance; and (ii) any individual named user Customer invites to submit availability/rate on employment opportunities through the Applications, as agreed by LASSO in writing in advance in each instance.

“Customer Data” means all data, information and/or records stored, submitted or inputted by Customer or an Authorized User into or through the Applications.

“Effective Date” means the date the applicable Order Form is executed by the parties

“Order Form(s)” means the document, substantially in the form of the cover page of these Terms or as otherwise executed by LASSO, by which the Customer orders the Application(s) and any additional product or Service(s) from LASSO. Each Order Form shall reference the Subscription Start Date of this Agreement and forms a part of this Agreement. No Order Form shall be binding on LASSO until accepted in writing by LASSO.

“Services” means any service(s) selected by Customer on an Order Form or set forth in a Statement of Work and mutually agreed upon by the parties.

“Subscription Start Date” means the date specified in the applicable Order Form on which access to the Services and billing commence. Early access, if any, is discretionary and does not affect billing.  Customer-caused delays, including failure to engage in implementation, do not affect billing or payment obligations.

2. Terms

Term: The subscription term shall commence on the Subscription Start Date and continue for an initial term of one (1) year (the “Initial Term”), unless earlier terminated in accordance with the terms hereof. Upon expiration of the Initial Term, this Agreement shall automatically renew for subsequent, successive one (1) year terms (each, a “Renewal Term”) on the terms set forth in this Agreement, unless either party provides written notice of its intent not to renew this Agreement at least sixty (60) days prior to the expiration of the Initial Term or a Renewal Term, as applicable. The Initial Term and Renewal Term, if any, are collectively referred to herein as “Term”.

Payment Terms:

Implementation Fees: Customer shall be invoiced the full Implementation Fee at execution of this Agreement.

Subscription Fees: The Subscription Fees shall be billed on an annual basis. The first invoice shall be issued on the Subscription Start Date of this Agreement and will cover the initial year of service. Subsequent invoices will be issued on an annual cycle, each covering the next year of service.

Overage Fees: Any overages, if applicable, will be invoiced monthly at the end of the calendar month.

3. Subscription to Application.

3.1 Right to Access.

Subject to the terms and conditions of this Agreement, LASSO agrees to make the Applications available to Customer and its Authorized Users during the Term on a limited, personal, non-exclusive, non-transferable, non-sublicensable basis . Customer may (i) access and use the Applications solely for Customer’s internal business and in accordance with any usage limitations set forth in the Order Form; and (ii) permit Authorized Users to access and use the Applications solely in connection with the operation of Customer’s business. Customer agrees that its rights to the Applications and any additional software or Services is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written comments made by LASSO or its licensors with respect to future functionality or features.

3.2 Authorized Users; User IDs.

Customer is responsible for all access to and use of the Applications by its Authorized Users and for compliance with this Agreement by such Authorized Users. Customer shall ensure that each Authorized User maintains the confidentiality of login credentials and shall promptly notify LASSO of any unauthorized use or security breach. Customer is liable for all activities conducted through its accounts.

3.3 Training.

LASSO will provide the training described in the applicable Order Form at the fees set forth therein. Any additional training requested by Customer must be mutually agreed upon in advance, including scope, format, and fees, and will be documented in writing. Training may be provided remotely or onsite, as agreed by the parties. For any onsite training, Customer shall reimburse LASSO for reasonable travel expenses.

3.4 Implementation

Implementation services purchased under an Order Form must be scheduled and consumed within one hundred twenty (120) days of the Signature Date of the applicable Order Form.

Any unused implementation services remaining after one hundred twenty (120) days shall be deemed forfeited and will automatically transition to LASSO’s scaled implementation and enablement model, which may include, without limitation:

• Access to LASSO’s customer community (“The Loop”)
• In-application tutorials, including LASSO University, and additional self-guided learning resources
• Group training sessions and office hours offered by LASSO
• Knowledge base documentation and recorded enablement content

Implementation and onboarding services included with Customer’s subscription are limited to those expressly described in the applicable Order Form. Any additional services, such as custom scripting, data migration, integrations, interfaces, or other customization, are not included unless specifically stated in the Order Form and may be provided by LASSO at its then-current rates, subject to mutual written agreement.

4. Statement(s) of Work; Hardware.

4.1 Statements of Work.

From time to time after the Subscription Start Date of this Agreement, Customer may request that LASSO perform certain services in addition to those set forth in this Agreement (the “Additional Services”). Any Additional Services shall be performed pursuant to mutually agreed upon written Statements of Work, (the “Statement of Work”). Statements of Work will be numbered serially, will be signed by authorized representatives of each party prior to performing any Additional Services under such Statement of Work, and will specify, where applicable: (i) a description of the Additional Services to be performed; (ii) the period of time during which LASSO is to perform such Additional Services; (iii) the fees Customer shall pay for such Additional Services performed; and (iv) such additional terms and conditions as the parties may mutually agree upon.

4.2 Hardware (if applicable).

If Customer is purchasing any hardware from LASSO as set forth on the applicable Order Form (“Hardware”), the terms and conditions of this Section 4.2 shall apply. All Hardware shall be provided by third parties subject to any additional terms and conditions of the applicable Hardware supplier, manufacturer, or distributor. All amounts paid for Hardware are nonrefundable, notwithstanding anything herein to the contrary.

5. Use of the Applications.

5.1 Prohibited Uses.

Except as expressly provided in this Agreement, neither Customer nor any Authorized User may: (i) make any copy, reproduction or derivative work of any Application in whole or in part; (ii) rent, lease, sell, assign, convey or otherwise transfer its rights to use any Application; (iii) sublicense any Application to any third party or otherwise allow any other person or entity to access or use any Application other than Authorized Users, including without limitation as a service bureau; (iv) decompile, disassemble, reverse engineer, reverse compile, or modify in any way, any Application; (v) reconfigure or redeploy any Application and/or Services in a manner not expressly authorized by LASSO; (vi) remove, alter or obscure any proprietary notice or legend of LASSO, its suppliers or licensors upon any and all copies of any Application; (vii) use any Application to send or store infringing, obscene, threatening, libelous, or otherwise unlawful material, including material that violates third party privacy rights; and/or (viii) use any Application to create, use, send, store, or run material containing software viruses, worms, Trojan horses, or otherwise engage in any malicious act or disrupt the security, integrity or operation of any Application and/or Service. Customer will immediately notify LASSO if Customer becomes aware of any violation of the terms of this Agreement and acknowledges that any violation of the foregoing may result in immediate breach of this Agreement in LASSO’s sole discretion.

Data Storage. The Applications allow Authorized Users to transmit, upload, and store Customer Data. Customer acknowledges and agrees that LASSO is not Customer’s system of record and is not responsible for retaining any Customer Data except as necessary to perform under this Agreement and comply with applicable law. LASSO shall have no liability for any loss, damage, or errors of or to Customer Data, whether caused by LASSO or any third-party service provider or the use of the Customer Data by LASSO, except to the extent resulting from LASSO’s failure to use industry standard physical and technical security measures designed to protect retained Customer Data. In the event Customer desires to (i) permit Authorized Users located in the European Union to use the Application, or (ii) provide LASSO with Customer Data that relates to individuals who are located in the European Union, which may include without limitation sending, transmitting, uploading and/or storing Customer Data, (a) Customer shall expressly notify LASSO that it desires to permit Authorized Users located in the European Union to use the Application and/or provide Customer Data that relates to individuals who are located in the European Union; and (b) the Parties expressly agree that the terms of LASSO’s Data Processing Terms, available at https://public.lasso.io/LASSO_Data_Processing_Terms.pdf shall apply for such Customer Data, either originating from Authorized Users located in the European Union or from Customer that relates to individuals who are located in the European Union, that is transmitted, uploaded, or stored effective on or after May 25, 2018, solely to the extent Customer has complied with its notification obligations set forth in subsection (a) above.

5.2 Appropriate Customer Data; Right to Upload Customer Data.

Customer Data shall not (i) contain or cause to be placed any worms, viruses, or programming routines intended to interfere, damage, corrupt, surreptitiously intercept or expropriate any system, data or personal information; (ii) be materially false, misleading or inaccurate; or (iii) violate any federal, state or local laws or regulations. LASSO may take remedial action should Customer or any of its Authorized Users violate this Section, and such remedial action may include but shall not be limited to suspension of the Applications and/or termination of this Agreement. Customer remains solely responsible for its and its Authorized Users’ activities, including without limitation all content of the Customer Data. Without limiting the foregoing or anything in this Agreement, Customer represents and warrants that it possesses all necessary rights, licenses, and permissions required to upload, transmit, or provide Customer Data to LASSO, whether uploaded or transmitted through the Applications by Customer or provided directly to LASSO by Customer or by other means.

5.3 Communications Features.

Customer understands that the Application may include communication features whereby Authorized Users may communicate with one another. Customer acknowledges and agrees that as a condition to use such communications features, it is solely and exclusively responsible and liable for all usage of such features, including Customer’s configuration of settings made available through Customer’s Application account, the content of any messages sent through the communications features, and the methods selected by Customer (such as email, SMS, in-app, etc.), as well as ensuring that Customer has all necessary consents and permissions to deliver messages through the Application, and all use under Customer’s account of such communications features complies with all applicable law, including without limitation the Telephone Consumer Protection Act and the CAN-SPAM Act.

5.4 Crew Marketplace Access (If applicable).

Customer’s access to and use of the LASSO Crew Marketplace (the “Marketplace”) (i) allows Customer to review and accept one or more estimate(s) based on Customer’s Event Details (as defined herein) (each, an “Estimate”) for event management and services to be performed by LASSO (the “Services”) with respect to customer events described within the Estimate (“Customer Events”); and (ii) sets forth any additional terms that may be outlined in the “Attachment” and related to the Services. Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Agreement. The Parties acknowledge and agree that for purposes of this Addendum, located here: Marketplace Addendum; the LASSO entity that is the contracting party to this Addendum is LASSO Marketplace, LLC. All references to LASSO in this Addendum and the Agreement as it applies to the Marketplace and Services shall mean LASSO Marketplace, LLC.

5.5 Payroll Product Access (If applicable).

This Section applies only if Customer enables or uses LASSO’s payroll functionality.

Legal Responsibility

No information provided in connection with the payroll product is intended to be legal or tax advice. You are responsible for consulting with a legal, tax or financial expert as needed. No communications from LASSO or content on the dashboard related to the payroll product are intended to suggest any payroll or tax-related decisions on your behalf or assumptions about your tax obligations. In offering the payroll product, LASSO is not acting as a fiduciary for you. You will be held responsible by taxing authorities for the timely filing employment tax returns, the accuracy of those returns, and the timely payment of employment taxes. In providing the payroll product, LASSO does not assume or share this obligation. You may be legally obligated to retain records on behalf of the company or your employees; LASSO does not assume this obligation. It is your responsibility to download and retain records as legally required. It is your obligation to review and correct inaccuracies in all payroll-related documents and tax forms.

Data-Sharing and Usage

Data provided by you in connection with the payroll product, including payroll, tax, and bank account data, will be shared between LASSO and embedded payroll partner Check Technologies, Inc. (“Check”) and used in connection with the payroll product, subject to LASSO and Check’s respective privacy policies. Before you can use the payroll product, you will be subject to business diligence including legally required “Know Your Business” checks. Additional information may be requested; failure to provide it could result in the denial of access to the payroll product.

Access Contingencies/Denial of Access

LASSO can deny or discontinue access at any time to the payroll product based upon non-payment of fees, failure to provide sufficient payroll or tax funds, failure to use the payroll product for its intended use, failure to provide truthful and accurate information, or suspected fraud or credit risk. If LASSO discontinues access to the payroll product, tax returns may not be filed or produced on your behalf and payroll and tax payment may occur late or not at all; you accept all liability that may result.
Access to the payroll product is contingent upon your prompt and accurate completion of all forms, consents and agreements as requested by LASSO or Check and completion of all other actions as directed by LASSO or Check.

Data Accuracy

You are responsible for providing complete and accurate information including but not limited to employee and payroll information, business information, contact information and bank account information. In the event of any changes that affect the content or accuracy of the information provided, or upon the discovery of inaccurate information, you must promptly notify LASSO and provide updated information. LASSO is not responsible for any consequences arising from inaccurate or incomplete information provided by you. Where amended or corrected tax filings are necessary, LASSO does not guarantee the timeliness of those filings, and you may be charged additional fees for their preparation.

Payments and Fees

Once you approve a payroll, you are responsible for funding the payroll. Failure to do so could result in one or more consequences, including termination of LASSO’s services, requirement that you handle filing tax returns and payment of payroll and tax funds, assessment of additional fees and collection efforts to recover the funds. Certain fees may be passed through to you for those requiring checks to be mailed or as a result of failure to provide accurate bank account information, insufficient funds, incorrect or incomplete payroll data. You are responsible for paying these fees; failure to do so could result in a loss of access to the payroll product and/or LASSO’s services. Upon notice from LASSO that a payroll or tax payment will not be completed for any reason, you will be responsible for making the payment through alternate means. LASSO is not responsible for late payments where notice is provided. 

5.6 Equipment.

Customer is responsible for obtaining and maintaining any computer and networking equipment and services needed to connect to and access the Applications (collectively, “Equipment”). Customer shall be responsible for ensuring that such Equipment is compatible with the Applications and Hardware and the configurations and specifications provided by LASSO, which may be amended from time to time.

6. Fees & Payment.

6.1 Invoicing. 

Customer shall pay all for the Applications and Services as set forth in each Order Form and/or Statement of Work. Implementation fees are due at execution of this agreement. Except as provided herein, any fees for Hardware shall be due and payable upon the Subscription Start Date of this Agreement. The subscription fees shall be due and payable on the Subscription Start Date and each year thereafter. Customer is responsible for the fees, regardless of whether the Application and/or Services are used. Customer shall pay the fees for the year in advance, and any overages, if applicable, will be invoiced at the end of the calendar month. Before services begin, Customer must provide LASSO, through its designated automated payment method, with valid and current payment information, including a credit card or bank account, as a condition of accessing the Services and/or Applications. Customer agrees to maintain valid payment credentials on file at all times and authorizes LASSO to charge all applicable fees to such account in accordance with this Agreement and any applicable Order Form.

Any amounts not received by LASSO when due may accrue a late fee of one and one-half percent (1.5%) per month, or the maximum amount permitted by law, whichever is less. All fees under this Agreement and any Order Form are quoted and payable in United States dollars. Following the first anniversary of the Subscription Start Date, LASSO may, in its sole discretion, modify fees upon sixty (60) days’ prior written notice to Customer. Except as expressly stated herein, all payments are nonrefundable.

6.2 Taxes.

Customer shall pay all taxes, duties or charges of any kind (including withholding or value added taxes) imposed by any federal, state, or local governmental entity for the Applications, Hardware, Services, and/or any other materials or services provided in connection with this Agreement, excluding only taxes based solely on LASSO’s net income. If LASSO has the legal obligation to pay or collect taxes for which Customer is responsible under this Section, the appropriate amount shall be invoiced to and paid by Customer.

6.3 Suspension for Nonpayment.

If Customer’s account is ten (10) days or more overdue (except with respect to charges then under reasonable and good faith dispute), in addition to any of its other rights or remedies, LASSO reserves the right to suspend Customer’s and the Authorized Users’ use of the Applications and LASSO’s provision of Services, without liability to LASSO, until such amounts are paid in full.

If amounts remain unpaid for thirty (30) days or more past the due date, LASSO may, at its discretion, refer the outstanding balance to a third-party collections agency.

Customer shall be responsible for all reasonable costs of collection, including but not limited to collection agency fees, attorneys’ fees, and court costs, to the extent permitted by law.

6.4 Product Scope

All Applications, modules, and products purchased under an Order Form are contracted for the full Term and may not be removed, downgraded, or reduced during the Initial Term or any Renewal Term.

Any removal of products or modules may only occur at the end of the then-current Term and must be communicated in writing in accordance with the non-renewal notice requirements set forth in Section 2 (Term).

6.5 Subscription Start Dates

All Subscription Start Dates and Billing Dates set forth in an Order Form are firm and binding.  Subscription fees, implementation fees, and any other applicable charges shall commence on the Subscription Start Date, regardless of Customer’s implementation progress, internal resourcing, or readiness to use the Applications. Customer acknowledges and agrees that failure to allocate time, resources, or personnel to implementation shall not constitute grounds for delaying the Subscription Start Date, pausing payments, suspending fees, or modifying billing obligations.

LASSO shall have no obligation to defer Subscription Start Dates or suspend invoicing due to Customer-driven delays.

7. Embedded Payments(If applicable).

The below applies if customer utilizes LASSO embedded payments to collect funds from its clients.

7.1 Payment Methods.

Users may make payments on the platform using credit cards, debit cards, ACH, or other payment methods as made available by the platform.

7.2 Payment Authorization.

By providing payment information through the platform, users authorize the platform to process transactions using the provided payment method. Users agree that they are authorized to use the selected payment method.

7.3 Transaction Processing.

The platform will process payments promptly upon authorization. Users may receive confirmation of their transactions via email or other communication methods provided by the platform.

7.4 Currency.

All payments and transactions will be processed in the currency displayed on the platform at the time of the transaction, unless otherwise specified.

7.5 Payment Security.

The platform employs industry-standard security measures to ensure the security of payment information. However, users acknowledge that no method of transmission over the internet or electronic storage is completely secure, and the platform cannot guarantee absolute security.

7.6 Refunds and Cancellations.

Except as expressly set forth in this Agreement or an applicable Order Form, all fees are non-refundable and subscriptions may not be cancelled prior to the end of the applicable Term.

7.7 Taxes.

Users are responsible for any applicable taxes, including sales, use, or value-added taxes, associated with their transactions on the platform.

7.8 Third-Party Payment Processors.

The platform may use third-party payment processors to facilitate payment transactions. Users agree to abide by the terms and conditions of any such third-party payment processors.

7.9 Payment Disputes.

In the event of a payment dispute or unauthorized transaction, users should contact customer support promptly to resolve the issue. The platform reserves the right to suspend or terminate user accounts involved in fraudulent or unauthorized transactions.

7.10 Changes to Payment Terms.

The platform reserves the right to modify these payment processing terms at any time. Users will be notified of any material changes to these terms.

By using the platform and making payments through it, users agree to abide by these payment processing terms and conditions.

8. Proprietary Rights.

8.1 Reservation of Rights.

Subject to the limited rights expressly granted hereunder, LASSO and its licensors reserve all rights, title and interests in and to the Applications, including without limitation all derivative works or customizations thereof whether made for or at the direction of Customer and including all intellectual property and proprietary rights therein. Customer acknowledges that no rights are granted to Customer hereunder other than as expressly set forth herein.

8.2 Customer Data.

As between LASSO and Customer, Customer exclusively owns all rights, title and interests in and to all Customer Data.

8.3 Suggestions & Feedback.

LASSO shall exclusively own, and Customer hereby assigns, transfers, and sets over absolutely to LASSO, all right, title, and interest in and to all ideas, suggestions, recommendations, and/or other feedback provided by Customer and/or its Authorized Users (“Feedback”), together with all intellectual property and proprietary rights therein worldwide.

9. Confidentiality

9.1 Definition of Confidential Information.

As used herein, “Confidential Information” means all confidential and proprietary information of either party (“Disclosing Party”) disclosed to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including without limitation the terms and conditions of this Agreement (including pricing and other terms reflected in all Order Forms hereunder), the Customer Data, business and marketing plans, technology and technical information, product designs, and business processes, and with respect to LASSO, the Applications, Services, and all algorithms, work flows, operating procedures, methods, processes, templates, software, and other technology and/or intellectual property owned or used by LASSO. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party or any use of or reference to any Confidential Information of Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.

9.2 Confidentiality Obligations.

Receiving Party shall not: (i) use Confidential Information of Disclosing Party except solely as necessary for performance of its obligations under this Agreement; or (ii) disclose Confidential Information of Disclosing Party, except to employees of Receiving Party with a need to know such Confidential Information for performance of Receiving Party’s obligations under this Agreement, and who are subject to obligations of confidentiality at least as restrictive as those set forth in this Section 9. Without limiting the generality of the foregoing, Customer shall not, and shall not permit any third party or any Authorized User to, access or use any Confidential Information of LASSO in order to (a) build a competitive product or service; or (b) copy any ideas, features, or functions thereof. Each Receiving Party shall use commercially reasonable efforts to avoid the loss, unauthorized disclosure and/or unauthorized use of any Confidential Information of the Disclosing Party. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information (but in no event using less than reasonable care).

9.3 Compelled Disclosure.

If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure and reasonable assistance, at Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.

9.4 Remedies.

If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of this Section 9, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief (without the requirement of posting bond or other security) to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies may be inadequate.

10. Warranties & Disclaimers.

10.1 Mutual Warranties.

Each party represents and warrants that (i) it has the legal power to enter into this Agreement; (ii) it is duly organized and in good standing under the laws of the state of its incorporation or formation; and (iii) this Agreement is duly authorized by the executing party.

10.2 Customer Warranties.

Customer represents, warrants, and covenants that (i) Customer’s performance under this Agreement shall be in compliance with all applicable laws, rules and regulations; and (ii) Customer will not rely solely on its use of the Applications in complying with applicable law.

10.3 Disclaimer.

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES, HARDWARE, APPLICATIONS AND INFORMATION PROVIDED BY LASSO AND ITS LICENSORS ARE PROVIDED “AS IS” AND “WITH ALL FAULTS,” AND LASSO AND ITS LICENSORS MAKE NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, RESULTS, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE OPERATION OF THE APPLICATIONS OR HARDWARE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ALL ERRORS WILL BE CORRECTED. CUSTOMER ACKNOWLEDGES THAT LASSO AND ITS LICENSORS HAVE NOT REPRESENTED THE APPLICATIONS, HARDWARE, OR SERVICES AS HAVING THE ABILITY TO ENSURE CUSTOMER’S COMPLIANCE WITH APPLICABLE LAW.

CUSTOMER ACKNOWLEDGES AND AGREES THAT THE APPLICATIONS, HARDWARE, AND ANY SERVICES PROVIDED HEREUNDER ARE SOLELY A CONDUIT FOR ANY CUSTOMER DATA. THE PARTIES AGREE THAT, AS AMONG CUSTOMER AND LASSO AND LASSO’S LICENSORS, CUSTOMER IS SOLELY RESPONSIBLE FOR THE ACCURACY AND QUALITY OF CUSTOMER DATA AS INPUT INTO THE APPLICATIONS AND HARDWARE. LASSO AND ITS LICENSORS SHALL HAVE NO LIABILITY FOR ANY CLAIM ARISING FROM ANY USE OF SUCH CUSTOMER DATA OR RESULTS OF USING SUCH CUSTOMER DATA AND/OR ANY APPLICATION, INCLUDING WITHOUT LIMITATION ANY ACT OR OMISSION TAKEN BY CUSTOMER OR AN AUTHORIZED USER AS A RESULT OF OR WITH RESPECT THERETO. LASSO AND ITS LICENSORS EXPRESSLY DISCLAIM ANY AND ALL LIABILITY RELATED TO THE USE OR TRANSMISSION OF EMPLOYMENT RECORDS AND OTHER CUSTOMER DATA THROUGH THE APPLICATIONS OR HARDWARE BY CUSTOMER AND/OR ITS AUTHORIZED USERS, OR USE OF THE APPLICATIONS TO SEND OR TRANSMIT SMS MESSAGES.

LASSO SHALL HAVE NO RESPONSIBILITY OR LIABILITY IN CONNECTION WITH ANY MATERIALS, INFORMATION, ACTS, OR OMISSIONS OF ANY THIRD-PARTY PROVIDER, INCLUDING WITHOUT LIMITATION, ANY LICENSOR OF ANY APPLICATION OR CUSTOMER’S USE THEREOF, INCLUDING WITHOUT LIMITATION (i) ANY SOFTWARE, HARDWARE, SERVICES, OR MATERIALS (INCLUDING WITHOUT LIMITATION, ANY APPLICATION) PROVIDED, DELIVERED, OR OTHERWISE MADE AVAILABLE TO CUSTOMER BY A THIRD PARTY; OR (ii) ANY USE, DISCLOSURE, LOSS, ALTERATION, MISUSE, OR DESTRUCTION OF ANY CUSTOMER DATA, TO THE EXTENT DUE TO THE ACTS OR OMISSIONS OF SUCH THIRD PARTY (INCLUDING WITHOUT LIMITATION, SUCH THIRD PARTY’S FAILURE TO PROVIDE OR MAKE AVAILABLE ANY APPLICATION, SERVICES, OR HARDWARE)

11.Indemnification

11.1 Indemnification by LASSO.

Subject to this Agreement, LASSO shall defend Customer from and against any third-party claim, action, suit, or proceeding brought by a third party (“Third-Party Claim”) against Customer alleging that the use of any Application by Customer as contemplated hereunder infringes a U.S. patent issued as of the Subscription Start Date, copyright, trademark or trade secret right of a third party (each, an “Infringement Claim”). LASSO shall pay any damages awarded in any final judgment entered by a court of competent jurisdiction with respect to any such Infringement Claim or agreed to by LASSO in any settlements arising out of such Infringement Claim; provided, that (i) Customer promptly gives written notice of the Third-Party Claim to LASSO; (ii) Customer gives LASSO sole control of the defense and settlement of the Third-Party Claim (provided that LASSO shall not settle any Third-Party Claim unless it unconditionally releases Customer of all liability); (iii) Customer provides to LASSO, at LASSO’s cost, all reasonable assistance; and (iv) the alleged infringement does not arise as a result of the combination, operation, or use of the Applications with third party software, services or other products or materials not furnished or authorized in writing by LASSO. In the event of such an Infringement Claim or threat thereof, LASSO may, in its sole discretion, obtain a license for the infringing part of the applicable Application, remove or alter the infringing part of such Application, so long as such removal or alteration does not materially affect the functionality of such Application, or terminate this Agreement. THIS SECTION 11.1 STATES THE ENTIRE OBLIGATION AND LIABILITY OF LASSO, AND THE EXCLUSIVE REMEDY OF CUSTOMER, WITH RESPECT TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.

11.2 Indemnification by Customer.

Subject to this Agreement, Customer shall defend, indemnify and hold LASSO harmless from and against any loss, damage or costs (including reasonable attorneys’ fees) incurred in connection with any Third-Party Claim made or brought against LASSO arising out of or related to (i) the Customer Data; (ii) Customer’s breach, default, or other violation of any agreement between Customer and any third-party (including without limitation, failure to pay any amounts when due), including without limitation, ; and/or (iii) Customer’s use of the Applications, Services, and/or Hardware and the results obtained therefrom; and/or (iv) Customer’s use of any Hardware, including without limitation, any loss, damage, or destruction thereof; provided, that LASSO (a) promptly gives written notice of the Third-Party Claim to Customer; (b) gives Customer sole control of the defense and settlement of the Third-Party Claim (provided that Customer shall not settle any Third-Party Claim unless it unconditionally releases LASSO of all liability); and (c) provides to Customer, at Customer’s cost, all reasonable assistance.

12. Limitations of Liability.

12.1 Exclusion of Consequential and Related Damages.

IN NO EVENT SHALL EITHER PARTY OR LASSO’S LICENSORS HAVE ANY LIABILITY TO ANY OTHER PARTY TO THIS AGREEMENT FOR ANY LOST PROFITS OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 Limitation of Liability.

IN NO EVENT SHALL LASSO’S OR ITS THIRD-PARTY PROVIDERS’ TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER INCURRED WITH RESPECT TO ONE CLAIM, OR CUMULATIVELY INCURRED FROM MULTIPLE RELATED OR UNRELATED CLAIMS ARISING UNDER THIS AGREEMENT FROM TIME TO TIME, AND WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED AN AMOUNT EQUAL TO THE FEES PAID BY CUSTOMER IN THE SIX (6) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE FIRST CLAIM BROUGHT HEREUNDER.

12.3 Exclusions.

THE FOREGOING EXCLUSIONS IN THIS SECTION 12 SHALL NOT APPLY TO: (i) EITHER PARTY’S WILLFUL OR INTENTIONAL MISCONDUCT; (ii) ANY BREACH OR VIOLATION OF SECTIONS 5.1 or 5.3; OR (iii) ANY FEES OR AMOUNTS DUE AND OWING HEREUNDER.

13. Term & Termination.

13.1 Term.

The subscription term shall commence on the Subscription Start Date and continue for the term specified in the applicable Order Form, unless earlier terminated in accordance with this Agreement.

13.2 Termination for Cause.

Either party may terminate this Agreement for cause: (i) upon written notice to the other party in the event of a material breach of this Agreement by the other party which remains uncured thirty (30) days after receipt of written notice thereof; or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors and such petition or other proceeding is not dismissed within ninety (90) days of the filing thereof.

13.3 Code of Conduct

As a LASSO Customer you’ve agreed to conduct your business and use the Platform in a professional manner and in accordance with LASSO Policies.

LASSO reserves the right to terminate an agreement or prohibit access to the Platform if we determine that any user or other third-party representative violates LASSO’s Code of Conduct in one or more of the following manners:

1. Unbecoming or unprofessional conduct in the form of rude, abusive, or aggressive behavior to a LASSO employee or LASSO customer including but not limited to cursing, yelling, or threats.
2. Unbecoming conduct in the form of comments or behavior that discriminate against a LASSO employee or LASSO customer including but not limited to slurs, insults, and jokes directed at race, religion, gender, or disabilities.
3. Unbecoming conduct in the form of sexual advances, remarks, and unwelcomed physical contact towards LASSO employees or LASSO customers.
4. Misrepresentation or derogatory remarks made against LASSO to prospects, customers or partners in the live events industry.

13.4 Suspension of Authorized Users.

In the event Customer or LASSO reasonably believes in good faith that any Authorized User has violated any provision of this Agreement, Customer shall immediately suspend such Authorized User’s access and use of the Applications upon written or email notice to LASSO of such violation containing an explanation of such breach, pending the mutually agreeable resolution of the matter by the parties acting in good faith.

13.5 Effect of Termination.

Upon any termination of this Agreement, (i) each party shall (a) immediately discontinue all active use of the other party’s Confidential Information; and (b) upon the other party’s written request, return to the other party or, at the other party’s option, destroy, all copies of such party’s Confidential Information then in its possession or within its reasonable control; and (ii) Customer shall promptly pay all amounts due and owing hereunder. Notwithstanding the above, subject to Section 9 hereof, the Receiving Party may retain copies of the Disclosing Parties Confidential Information for  (x) as required to comply with applicable law, regulation, or legal process; (y) for archival, audit, or disaster recovery purposes in accordance with its standard data retention policies; or (z) as necessary to enforce its rights or defend against legal claims. Further, LASSO may retain and use Customer’s Confidential Information in accordance with Section 9 solely to the extent necessary to support ongoing business operations, comply with continuing legal or contractual obligations, maintain internal records, or perform post-termination activities that are consistent with this Agreement.

13.6 Survival.

The provisions of Sections 2, 3.2, 3.3, 4, 5, 6, 7, 8, 9, 10.3, 11, 12, 13.5, and 14 shall survive any expiration or termination of this Agreement.

14.1 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.

14.2 No Third-Party Beneficiaries.

Except for LASSO’s licensors and other third-party providers, who are intended third-party beneficiaries of this Agreement, there are no third party beneficiaries to this Agreement.

14.3 Force Majeure.

Except as otherwise expressly provided in this Agreement, neither party shall be liable for any failure to perform its obligations under this Agreement if such failure arises, directly or indirectly, out of any acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving LASSO employees), computer, telecommunications, Internet service provider or hosting facility failures or delays involving hardware, software or power systems not within LASSO’s possession or reasonable control, denial of service attacks, incompatibility of Customer’s equipment or software with the Applications, acts or omissions of vendors or suppliers, transportation and telecommunications difficulties.

14.4 Notices.

Customer designates the contact information set forth in the applicable Order Form for purposes of notices and communications under this Agreement. Customer may update its designated contact information at any time from an authorized representative of Customer. Such updates shall be effective upon receipt by LASSO and do not require execution of an amended Order Form. LASSO may rely on the most recent contact information provided by Customer and shall not be responsible for any failure to deliver notices resulting from Customer’s failure to maintain accurate and current contact information.

14.5 Waiver & Cumulative Remedies.

No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Except as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.

14.6 Severability.

If a court of competent jurisdiction holds any provision of this Agreement invalid or unenforceable, that provision of the Agreement will be amended to achieve as nearly as possible the intent of the parties, and the remainder of this Agreement will remain in full force and effect.

14.7 No Assignment.

Neither party may assign its rights or delegate its obligations under this Agreement without the other party’s prior written consent, and absent such consent, any attempted or purported assignment by such party shall be null, void and of no effect. Notwithstanding the foregoing, (i) either party may, upon written notice to the other party, assign this Agreement in the event of a change of control, merger, or sale of substantially all of the assets of such party; provided, that any such assignee has the financial and technical ability to perform hereunder, and (ii) LASSO may subcontract its obligations hereunder to certain third-party service providers or subcontractors, provided that LASSO will remain responsible for the obligations performed by any such service providers and subcontractors to the same extent as if such obligations were performed by LASSO hereunder.

14.8 Publicity.

LASSO may include Customer’s name and logo in customer lists and marketing materials, provided that Customer may revoke this consent at any time upon written notice.

14.9 Governing Law.

This Agreement shall be governed exclusively by the internal laws of the State of Tennessee, U.S.A., without regard to its conflicts of laws rules.

14.10 Dispute Resolution.

Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration in accordance with this Section. The parties shall first attempt in good faith to resolve any dispute by escalating the matter to designated senior officers of each party for a period of thirty (30) days following written notice of the dispute. If the dispute is not resolved within such period, it shall be finally resolved by binding arbitration administered by Judicial Arbitration and Mediation Services (“JAMS”) under its expedited rules, before a single arbitrator, in Nashville, Tennessee. The arbitration shall be confidential, and the arbitrator’s award shall be final and binding, subject only to the limited rights of appeal provided under applicable law. Each party shall bear its own attorneys’ fees, and the arbitrator may allocate arbitration costs between the parties in its discretion. Judgment on the arbitral award may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, either party may seek injunctive or equitable relief from a court of competent jurisdiction to prevent or enjoin irreparable harm.

14.11 Entire Agreement.

This Agreement, including all addenda hereto and all Order Forms, constitutes the entire agreement between the parties, and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. In the event of any conflict between these Terms and an Order Form, the Order Form shall control to the extent of any conflict solely with respect to the specific services, fees, billing frequency, and Subscription Start Date set forth in such Order Form.

14.12 Counterparts.

This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument. Signatures to this Agreement transmitted by facsimile transmission, by electronic mail in “portable document format” (“.pdf”) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing the original signature.