LASSO TERMS AND CONDITIONS

LASSO TERMS AND CONDITIONS

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

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.
“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 Effective 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.

 

2. Terms

Term: This Agreement shall commence on the Effective 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:
Subscription Fees: The Subscription Fees shall be billed annually in advance. The first invoice shall be issued to cover the first year of service. Subsequent invoices will be issued on a annual cycle, each covering the next year of service.
Overage Fees: Any overages, if applicable, will be invoiced 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.

Except with the prior written consent of LASSO, access to each Application will be limited solely to Authorized Users who have agreed to be bound by the terms of the end user platform contained in such Application. Customer acknowledges and agrees that Customer is solely responsible and liable for, and LASSO hereby expressly disclaims all liability with respect to, all acts and omissions of any Authorized User, including without limitation, the access and use of the Applications by any Authorized Users and for such Authorized User’s compliance with this Agreement. Customer shall assign each Authorized User a unique LASSO account name and password for access to and use of the Application (“User ID”), which shall be specific to such Authorized User. Authorized Users shall not share their assigned User ID or password with anyone or permit any other person to use their assigned User ID. Customer shall be responsible for ensuring the security and confidentiality of all User IDs, all of which shall be and remain Confidential Information (as defined herein) of LASSO. Customer acknowledges that it is fully and solely responsible for all liability incurred through use of any User ID and that any use of any Application under a User ID will be deemed to have been performed by Customer. Customer shall notify LASSO immediately of any suspected theft, loss or fraudulent use of any User ID, or upon any Authorized User being terminated, resigning, or otherwise no longer requiring use of the Applications.

3.3 Training.

If applicable, LASSO shall provide the training set forth on the applicable Order Form, subject to any fees listed on such Order Form. Any training in addition to what is specified on the Order Form that LASSO agrees in writing to perform shall be at LASSO’s then-current time-and-materials rate. Such training shall either be in-person or remote, as specified on the Order Form. Any in-person training sessions will be conducted at Customer’s facility at a time mutually agreed upon by the parties. Customer shall reimburse all of LASSO’s travel and other expenses involved in performing such training, including without limitation, airfare, hotel, rental car, and meals.

3.4 Implementation/Integration.

Unless otherwise set forth on the applicable Order Form, implementation/integration services (including without limitation, any scripting, training (except as set forth on the applicable Order Form), data importing, modification, customization, integration, creation of interfaces, and/or similar activities) are not included within the scope of this Agreement. Any such implementation or integration services, if requested by Customer and agreed by LASSO in writing, shall be performed at LASSO’s then-current time-and-materials rate.

4. Statement(s) of Work; Hardware.

4.1 Statements of Work.

From time to time after the Effective 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).

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 fees for the Applications and Services as set forth in each Order Form and/or Statement of Work. Implementation fees (if applicable) are due at execution of this agreement. Except as provided herein, any fees for Hardware (if applicable) shall be due and payable upon the Effective Date of this Agreement. The annual license fees shall be due and payable on the Effective Date and each year thereafter. Customer is responsible for the fees, regardless of whether the Application and/or Services are used. Before services begin, Customer must provide LASSO via our auto-enroll payment method with a valid credit card or bank account as a condition of signing up for the Services and/or Applications and Customer hereby authorizes any applicable charges to such account. Any amount not received by LASSO when due shall be subject to a late fee of one and one-half percent (1.5%) per month, or the maximum charge permitted by law, whichever is less. All fees under this Agreement and any Order Form are quoted and payable in United States dollars. At any time after the first anniversary of the Effective Date of this Agreement, LASSO may, in its sole discretion, modify the fees upon sixty (60) days’ prior written notice to Customer. Except as expressly provided in this Agreement, all payments made by Customer to LASSO hereunder 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 Application and LASSO’s provision of Services, without liability to LASSO, until such amounts are paid in full.

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.

Refunds and cancellation policies are determined by the specific terms of service or product offerings. Users should review these terms before making a purchase or transaction on the platform.

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 Effective 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.

This Agreement commences on the Effective Date and continues for the duration set forth on the Order Form unless earlier terminated in accordance with the provisions set forth herein.

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, 5, 6, 7, 8, 9, 10.3, 11, 12, 13.5, 13.6, and 14 shall survive expiration or termination of this Agreement for any reason.

14. Miscellaneous.

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.

All notices under this Agreement will be in writing and sent to the contact person of the other party as set forth on the Order Form hereto (as it may be modified by the recipient by written notice to the other), and copies thereof may be sent by email. All such notices will be effective upon delivery, but email notices will be effective only upon confirmation of receipt.

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.

Customer hereby permits LASSO to use and publish Customer’s name, trademarks and logos (i) on LASSO’s website; (ii) in marketing presentations; and (iii) on social media.

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.

If LASSO and Customer fail to resolve any claim, dispute, or controversy of whatever nature arising out of or relating to this Agreement, or concerning the interpretation, effect, termination, validity, performance and/or breach of this Agreement (a “Claim”), a party shall refer the dispute, by notice to the other party, to designated senior officers of LASSO and Customer, for attempted resolution by good faith negotiations within thirty (30) days after that notice is received. If such dispute is not resolved by the end of the thirty (30) day period, LASSO and Customer shall refer any outstanding issues to be determined exclusively by arbitration in accordance with the expedited rules of Judicial Arbitration and Mediation Services (“JAMS”) before a single arbitrator. Such arbitration shall be conducted in Nashville, Tennessee. The award of such arbitration shall be confidential, final, binding and non-appealable, except to the extent provided for in the rules of JAMS. The arbitrator will have the discretion to impose the costs of the arbitration upon the losing party or divide it between the parties upon any terms which (s)he deems appropriate; provided, however, that each party shall bear its own legal fees and costs. A judgment upon an award rendered by the arbitrator may be entered in any court of competent jurisdiction, or application may be made to such court for confirmation of such award or a judicial acceptance of such award, and for an order of enforcement or other legal remedy. Notwithstanding the foregoing, a party may seek injunctive relief from any court of competent jurisdiction pending the outcome of any dispute resolution procedure set forth in this Section 14.10.

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. To the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any addendum hereto or any Order Form, the terms of this Agreement shall prevail.

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.