1.1 Service. LBI will make the Services and Service Data available pursuant to this Agreement and the applicable Purchase orders (POs) and Contracts and Documentation in accordance with Subscriber’s Service Plan. LBI will use commercially reasonable efforts to make the Services available twenty-four (24) hours a day, seven (7) days a week, except during (a) Planned Downtime (of which LBI will give advance notice via the Site or to the Account owner); and (b) Force Majeure Events.
1.2 Support. LBI will, at no additional charge, provide Subscriber standard customer support for the Services as detailed on each subscription plan.
1.3 Modifications. Subscriber acknowledges that LBI may modify the features and functionality of the Services during the Subscription Term. LBI shall provide Subscriber with thirty (30) days’ advance notice of any deprecation of any material feature or functionality. LBI will not materially decrease the overall functionality of the Services purchased by Subscriber during the Subscription Term.
1.4 Additional Features. LBI will launch additional LISA features every "two" weeks cycle. All existing and new Subscribers will be available to use the additional features automatically unless it requires additional subscription package.
1.5 Extension of Rights to Affiliates. Subscriber may extend its rights, benefits and protections provided herein to its Affiliates and to contractors or service providers acting on Subscriber’s or Subscriber’s Affiliates’ behalf, provided that Subscriber remains responsible for their compliance hereunder. An Affiliate may also directly purchase Services or Professional Services pursuant to the terms of this Agreement provided that such Affiliate (i) executes a Service Order or Statement of Work for such Services or Professional Services; and (ii) agrees to be bound by the terms of this Agreement as if it were an original party hereto. Subscriber also agrees that it will be responsible for its Affiliates’ compliance with this Agreement. Subscriber hereby authorizes LBI to share the content of this Agreement with Subscriber’s Affiliates.
2.1 Login Management. Access to and use of certain Services is restricted, such as to the specified number of individual Agents permitted under Subscriber’s subscription to the applicable Service, as detailed in the Documentation. For Services that are Agent-based, Subscriber agrees and acknowledges that an Agent Login cannot be shared or used by more than one (1) individual per Account. However, Agent Logins may be reassigned to new individuals replacing former individuals who no longer require ongoing use of the Services. Subscriber and Agents are responsible for maintaining the confidentiality of all Agent Login information for an Account. Absent a written license from LBI expressly stating otherwise, Subscriber agrees and acknowledges that Subscriber may not use the Services, including but not limited to the API, to circumvent the requirement for an individual Agent Login for each individual who (a) leverages the Services to interact with End-Users; (b) processes data related to interactions with End-Users; or (c) processes data related to interactions originating from a Non-LBI Service that provides functionality similar to functionality provided by the Services and which would, pursuant to this Agreement, require an individual Agent Login, if utilizing the Services for such interaction. Further, Subscriber shall not use the API or any Software in such a way to circumvent applicable Service Plan restrictions or Agent licensing restrictions that are enforced in the Service user interface. LBI reserves the right to charge Subscriber, and Subscriber hereby agrees to pay, for any overuse of a Service in violation of this Agreement or the Service Plan features and limitations on the Site or Documentation, in addition to other remedies available to LBI.
2.2 Compliance. As between Subscriber and LBI, Subscriber is responsible for compliance with the provisions of this Agreement by Agents and End-Users and for any and all activities that occur under an Account, which LBI may verify from time to time. Without limiting the foregoing, Subscriber will ensure that its use of the Services is compliant with all applicable laws and regulations as well as any and all privacy notices, agreements or other obligations Subscriber may maintain or enter into with Agents or End-Users.
2.3 System Requirements. A high-speed Internet connection is required for proper transmission of the Services. Subscriber is responsible for procuring and maintaining the network connections that connect Subscriber’s network to the Services including, but not limited to, browser software that supports protocols used by LBI, including the Transport Layer Security (TLS) protocol or other protocols accepted by LBI, and to follow procedures for accessing services that support such protocols. LBI is not responsible for notifying Subscriber, Agents or End-Users of any upgrades, fixes or enhancements to any such software or for any compromise of data, including Service Data, transmitted across computer networks or telecommunications facilities (including but not limited to the Internet) which are not owned, operated or controlled by LBI. LBI assumes no responsibility for the reliability or performance of any connections as described in this Section.
2.4 No Competitive Access. Subscriber may not access the Services for competitive purposes or if Subscriber is a competitor of the LBI.
3.1 EXCLUSION OF DAMAGES. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) SHALL EITHER PARTY TO THIS AGREEMENT, OR THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, SUPPLIERS OR LICENSORS, BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES FOR ANY LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA (WHERE SUCH DATA IS LOST IN THE COURSE OF TRANSMISSION VIA SUBSCRIBER’S SYSTEMS OR OVER THE INTERNET THROUGH NO FAULT OF LBI), BUSINESS INTERRUPTION, LOSS OF GOODWILL, COSTS OF COVER OR REPLACEMENT, OR FOR ANY OTHER TYPE OF INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGES, OR FOR ANY OTHER INDIRECT LOSS OR DAMAGES INCURRED BY THE OTHER PARTY OR ITS AFFILIATES IN CONNECTION WITH THIS AGREEMENT, THE SERVICES OR PROFESSIONAL SERVICES, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES.
3.2 LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, THE LBI’S AGGREGATE LIABILITY TO THE SUBSCRIBER, ITS AFFILIATES, OR ANY THIRD PARTY ARISING OUT OF THIS AGREEMENT, THE SERVICES OR PROFESSIONAL SERVICES, SHALL IN NO EVENT EXCEED THE SUBSCRIPTION CHARGES AND/OR PROFESSIONAL SERVICES FEES PAID BY THE SUBSCRIBER DURING THE TWELVE (12) MONTHS PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. SUBSCRIBER ACKNOWLEDGES AND AGREES THAT THE ESSENTIAL PURPOSE OF THIS SECTION 3.2 IS TO ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES AND LIMIT POTENTIAL LIABILITY GIVEN THE SUBSCRIPTION CHARGES AND PROFESSIONAL SERVICES FEES, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF LBI WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. LBI HAS RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO PROVIDE SUBSCRIBER WITH THE RIGHTS TO ACCESS AND USE THE SERVICES AND/OR THE PROFESSIONAL SERVICES PROVIDED FOR IN THIS AGREEMENT.
When used in this Agreement with initial letters capitalized, these terms have the following meaning:
“Account” means any accounts or instances created by, or on behalf of, Subscriber or its Affiliates within the Services.
“LBI” means Loxley Business Innovation Co., Ltd.
“LISA” means Loxley Intelligent Social Automaion.
“Privacy Notice” means LBI's Privacy Notice located at.