Subscriber Agreement
This Subscriber Agreement (“Agreement”) is a binding agreement between you (“Subscriber,” “you” or “your”) and Lobbytools, Inc. (“Lobbytools”). Lobbytools is an information service that provides bill tracking tools and legislative and news information. This Agreement governs your use of Lobbytools’ online service, including certain hosted software as a service and offline components (collectively, the “Service”) and receipt of all data, information and other electronic items which are delivered pursuant to the Service (collectively, the “Content”). If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these terms and conditions, in which case the terms "you" or "your” shall refer to such entity and the undersigned individual shall indemnify Lobbytools for such representation.
BY SIGNING THE LOBBYTOOLS SUBSCRIPTION FORM AND USING LOBBYTOOLS, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS (IF YOU ARE ENTERING THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE AUTHORITY TO BIND SUCH ENTITY AND WILL INDEMNIFY LOBBYTOOLS FOR SUCH REPRESENTATION. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT SIGN THE SUBSCRIPTION FORM AND DO NOT USE LOBBYTOOLS.
Your registration for, or use of, the Service shall be deemed to be your agreement to abide by this Agreement including any materials available on the Lobbytools website incorporated by reference herein, including but not limited to Lobbytools privacy policy, such policies may be updated from time to time.
1. The Services. This Agreement sets forth the terms and conditions under which Lobbytools agrees to provide Subscriber access to certain hosted software and provide other services necessary for productive use of such software including, user identification and password change management, data import / export, monitoring, technical support, maintenance and backup and recovery, and change management (the “Services“) as further set forth in other statements of services containing substantially similar information.
1.1 Authorized Users; Authorized Uses. Lobbytools grants Subscriber a renewable, nonexclusive, nontransferable, and worldwide right for any Subscriber employee or agent, (each, an “Authorized User”) to access and use the Services. However, you and/or Authorized User shall not access and/or use the Services if you or your Authorized User is a direct competitor of Lobbytools, except with Lobbytools’ prior written consent.
1.2 Number of Authorized Users. The Services are provided per subscription to a limited number of Authorized Users as set out in the Subscription Form. An Authorized User cannot share access with any other individual. You may reassign an Authorized User after having terminated employment or otherwise changed job status or function, when that Authorized User is no longer using the Service.
1.3 Right to Audit Authorized Users. Lobbytools shall have the right at any time to request from Subscriber its certification of compliance with the permitted number of Authorized Users named on the Subscription Form. Lobbytools may demand proof of the Authorized User’s employment with the organization (e.g. current W2). Where the actual number of users exceeds the permitted number of Authorized Users, where the user is not a current employee of Subscriber, or where Subscriber is unable to demonstrate to Lobbytools’ satisfaction that a user is employed by Subscriber, Lobbytools, at Lobbytools’ sole election, may: (a) terminate the relationship between the Parties immediately without refund, and/or (b) require Subscriber pay liquidated damages to Lobbytools, consisting of the subscriber fee for the entire period of this Subscriber Agreement, together with interest at a rate of eighteen percent (18%), within thirty (30) days of demand by Lobbytools.
1.4 Control and Location of Services. The method and means of providing the Services shall be under the exclusive control, management, and supervision of Lobbytools. Except as otherwise specified in the Subscription Form, the Services (including data storage), shall be provided solely from within the continental United States and on computing and data storage devices residing therein.
1.5 Documentation. The documentation for the Services (the “Documentation”) will describe the functions and features of the Services. The Documentation shall be understandable by a typical end user and shall provide Authorized Users with sufficient instruction such that an Authorized User can access and use the Services. Subscriber shall have the right to make any number of additional copies of the Documentation at no additional charge.
1.6 Changes in Functionality. Lobbytools reserves the right to modify, suspend or terminate access to the Service on our system at any time with five (5) days’ notice, including the right to require you to change login identification codes or passwords. If Service is terminated for convenience by Lobbytools, you will receive a pro rata refund of your fee. Lobbytools also reserves the right to delete all program and data files associated with your account and/or other information relating to you stored on the lobbytools.com system upon your termination of your account.
1.7 Restrictions on Use. Subscriber and its Authorized Users shall not be permitted to: (1) create derivative works or improvements, whether or not patentable, of the Service or build a product using similar features, functions or graphics of the Service, or copying any ideas, features, functions or graphics of the Service, (2) make available the Service to any third party for any reason, or (3) create internet “links” to the Service.
2. Service Levels and Access.
2.1 Service Levels. The service level selected on your Subscriber Agreement determines your access to the various features available on lobbytools.com. The contract length will also be determined upon signing of the Agreement. No refunds will be provided if you cancel the contract after 10 days of its execution.
2.2 Lobbytools shall exercise reasonable efforts to deliver the Services requested by you and to compile information gathered from selected public records and together sources used in the provision of the Services; provided, however, that you accept all information “AS IS” “WITH ALL FAULTS.” You acknowledge and agree that Lobbytools obtains its data from third-party sources, which may or may not be completely thorough and accurate, and that you shall not rely on Lobbytools for the accuracy or completeness of information supplied in using the Services. Lobbytools is not liable for any failure or delay in performance due to any cause beyond its control. In any event, if Lobbytools’ terminates this Subscriber Agreeement or suspends performance, it is your responsibility to backup data on its computer systems or any storage device(s). Lobbytools is not responsible for any loss of data.
3. Support; Maintenance; Additional Services.
3.1 Updates. Lobbytools may from time to time in its sole discretion develop and provide Service updates, which may include upgrades, bug fixes, patches and other error corrections and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that Lobbytools has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. All Updates shall be deemed part of the Services and be subject to all terms and conditions of this Agreement.
3.2 Internet Delays; Interruption. Lobbytools’ Services may be subject to limitations, delays and other problems inherent in the use of the internet and electronic communications. Lobbytools is not responsible for any delays, delivery failures, or other damages resulting from such problems.
4. Privacy and Your Proprietary Rights.
4.1 Collection and Use of Your Information. You acknowledge that when you use the Services or Content, Lobbytools may use automatic means (including, for example, cookies and web beacons) to collect information about your use of the Services and Content. You also may be required to provide certain information about yourself as a condition to using the Services or certain of its features or functionality. All information we collect through or in connection with this Service is subject to our Privacy Policy and Terms of Use. By using and providing information to or through this Service, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy and Terms of Use.
4.2 Proprietary Rights. In general, communications sent over the public Internet are not necessarily secure. You shall have no recourse against Lobbytools as the system provider for any alleged or actual infringement of any proprietary rights to which you may claim ownership, or the security of any transmission of Content or any communication. Subscriber usage of lobbytools.com affords access to many of the features, but some aspects of the lobbytools .com system remain within exclusive, proprietary control of Lobbytools.
4.3 Account Information and Customer Data. Lobbytools is not responsible for storing, compiling or maintaining data, information or material that you submit to the Service in the course of using the Service (“Customer Data”). You, not Lobbytools, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and right to use all Customer Data, and Lobbytools shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. Lobbytools reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including without limitation, your non-payment. Upon termination for cause, your right to access or use Customer Data immediately ceases, and Lobbytools shall have no obligation to maintain or forward any Customer Data to you.
5. Third Party Materials.
5.1 The Service may display, include or make available third-party content (including data, information and other products services and/or materials) or provide links to third-party websites or services, including through third-party advertising ("Third Party Materials"). You acknowledge and agree that Lobbytools is not responsible for Third Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. Lobbytools does not assume and will not have any liability or responsibility to you or any other person or entity for any Third Party Materials. Third Party Materials and links thereto are provided solely as a convenience to you and you access and use them at entirely at your own risk and subject to such third parties' terms and conditions.
5.2 Associated Press text, photo, graphic, audio and/or video material shall not be published, broadcast, rewritten for broadcast or publication or redistributed directly or indirectly in any medium. Neither these AP materials nor any portion thereof may be stored in a computer except for personal and non-commercial use. Users may not download or reproduce a substantial portion of the AP material found on this web site. AP will not be held liable for any delays, inaccuracies, errors or omissions therefrom or in the transmission or delivery of all or any part thereof or for any damages arising from any of the foregoing.
6. Content.
6.1 Content. The Service may provide data, information or other electronic items that constitute Lobbytools’ trade secret, confidential and/or copyright protectable materials or selection, compilation or arrangement of data, information and materials provided or displayed under the Service (the “Content”). Although Third Party Materials apart from the Service are not owned by Lobbytools, Lobbytools owns the intellection property interest in the method of use, selection, arrangement and/or compilation of all data, information and materials provided or displayed under the Service. Additionally, Lobbytools owns all intellectual property interest to data, information and other materials that Lobbytools authored, even if said authorship was derived from a public third party material.
6.2 Limited License to Content. Subject to the terms of this Agreement, Lobbytools grants you a limited, non-exclusive and nontransferable license to access, download and use the Content for your internal business purposes, strictly in accordance with this Agreement, Terms of Use and Privacy Policy applicable to such Content, referenced in Section 6.5 herein.
6.3 License Restrictions. Licensee or its Authorized Users shall not: (1) access or use the Content if Licensee or any Authorized User is a direct competitor of Lobbytools, except with Lobbytools written consent, (2) access the Content for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purpose, (3) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Content, including but not limited to accessing the Content to build a competitive product or service, build a product using similar features, functions or graphics, or copying any of the Content, (4) remove, delete, alter or obscure any trademarks or copyright, trademark, patent or other intellectual property or proprietary rights notices from the Content, including any copy thereof, (5) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Content or any feature or functionality of the Content to any third party for any reason, and (6) create internet “links” to the Content or “mirror” any Content or any other server or wireless or Internet-based device.
6.4 Reservation of Rights. You acknowledge and agree that the Content is provided under license, and not sold to you. You do not acquire any ownership interest in the Content under this Agreement, or any other rights thereto other than to use the Content in accordance with the license granted, and subject to all terms, conditions and restrictions, under this Agreement and Lobbytools Terms of Use and Privacy Policy. Lobbytools reserves and shall retain their entire right, title and interest in and to the Content, including all copyright, trademarks and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.
6.5 Access and Use. You and Your Authorized Users access to and use of such Content is governed by LobbyTools Terms of Use and Privacy Policy located at https://lobbytools.com/terms and https://lobbytools.com/privacy, which are incorporated herein by this reference. Your access to and use of such Content may require you and/or your Authorized Users to acknowledge your acceptances of such Terms of Use and Privacy Policy and/or for the Authorized User to register with LobbyTools and you or your Authorized User’s failure to do so may restrict you from accessing or using certain of the features and functionality. Any violation of such Terms of Use will also be deemed a violation of this Agreement.
7. Term and Termination; Renewals.
7.1 Term. The term of this Agreement commences when you sign the Subscription Form (the “Execution Date”) and will continue in full force and effect for the duration of your contract. Thereafter, it will automatically renew for successive 1-year periods or the length of your contract, unless either party refuses such renewal by written notice 60 or more days before the end of the current term.
7.2 Termination for Convenience. You have the right to terminate this Subscriber Agreement, in good faith, within the first 10 days following the Execution Date of this Subscriber Agreement. Your termination within the first ten days of the initial term must be in writing to Lobbytools. Should you choose to exercise a cancellation of the term, you shall pay a one-time early cancellation fee of $250.00 to Lobbytools.
7.3 Termination of Free Accounts. Notwithstanding any other provision herein, Lobbytools may terminate a free account at any time in its sole discretion without notice.
7.4 Termination for Cause. Either party may terminate this Agreement for the other’s material breach by written notice, effective in 30 days (10 days in the case of nonpayment) unless the other party first cures such breach, unless otherwise stated herein. Notwithstanding the foregoing, either party may terminate this Subscriber Agreement automatically, without opportunity to cure and without further notice, if the other party becomes insolvent or unable to pay its debts as they mature in the ordinary course of business, makes an assignment for the benefit of its creditors or proceedings (whether voluntary or involuntary) are commenced by or against a party under any bankruptcy, insolvency or debtor’s relief law and such proceedings are not vacated or set aside within 60 days from the commencement thereof.
7.5 Termination for Non-Payment. Notwithstanding any other provision herein, if you breach the payment obligations or unauthorized use of the LobbyTools technology or Service, Lobbytools in its sole discretion, may terminate your password, account or use for all Authorized Users of the Service.
7.6 Payments upon Termination. Upon the termination of this Agreement, Subscriber shall pay to Lobbytools all undisputed amounts due and payable hereunder, if any.
7.7 Effects of Termination. Upon termination of this Agreement, Subscriber shall cease use of the Service and delete any Content or other Lobbytools intellectual property in its possession or control. Provisions related to intellectual property shall survive the termination of this Agreement, along with any other provisions that must survive to fulfill its essential purpose.
7.8 Termination and Data. Upon termination of this Agreement, Customer Data may be irretrievably deleted by Lobbytools.
8. Fees; Billing. Subscriber shall be responsible for and shall pay to Lobbytools the fees as further described in the Subscription Form, subject to the terms and conditions contained in this Agreement and such Subscription Form. Any sum due Lobbytools for the Services for which payment is not otherwise specified shall be due and payable thirty (30) business days after receipt by Subscriber of an invoice from Lobbytools.
8.1 Billing Procedures. Unless otherwise provided for under Subscription Form, Lobbytools shall bill to Subscriber the sums due pursuant to Subscription Form by Lobbytools’s invoice, which shall contain: (a) Subscriber’s purchase order number, if any, and Lobbytools’s invoice number; (b) description of Services for which an amount is due; (c) the fees or portion thereof that are due; (d); taxes, if any; and, (f) total amount due. All payment obligations are noncancelable and all amounts paid are nonrefundable. You are responsible for paying for the Annual Subscription Amount ordered for the entire Subscription Term, whether or not such services are actively used. If you believe your bill is incorrect, you must contact us in writing within 60 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.
8.2 Additional Services. An authorized Account Administrator may add additional services by executing a Subscription Form Addendum. Added services will be subject to the following: (i) added services will be coterminous with the preexisting Subscription Term (either Initial Term or renewal term); (ii) fees for the additional services will be the then current, generally applicable item fees; and (iii) services added in the middle of a billing month will be charged in full for that billing month. Lobbytools reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to you, which notice may be provided by email. All pricing terms are confidential, and you agree not to disclose them to any third party.
8.3 Renewal. Subscriber has the option to modify services received or payment options by completing and returning the Subscription Form to Lobbytools prior to the effective date of the renewal term. If no Subscription Form is received, Subscriber will be invoiced for the service level selected in the most recent Subscription Form completed by Subscriber. The applicable fees for each service level may change from year to year at the sole discretion of Lobbytools.
8.4 Taxes. Lobbytools' fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on Lobbytools' income.
8.5 Billing and Contact Information. You agree to provide Lobbytools with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact and Account Administrator. You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, Lobbytools reserves the right to terminate your access to the Service in addition to any other legal remedies.
9. Intellectual Property Ownership.
9.1 All Materials. Subscriber acknowledges that Lobbytools owns all right, title and interest, including all related intellectual property rights, in and to the Lobbytools technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by you or any other party related to the Service. This Agreement is not a sale and does not convey any rights of ownership in or related to the Service, Content, the Lobbytools technology or any other intellectual property rights owned by Lobbytools. The Lobbytools name, logo and the product names associated with the Service or Content are trademarks of Lobbytools or third parties, and no right or license is granted to use them. You agree that the Content constitutes a unique compilation and that Lobbytools has a valid copyright in the Content as compiled and/or as individually developed. You also agree that Lobbytools is the author for purposes of ownership.
9.2 The System. Lobbytools owns the intellectual property rights to any and all protectable components of the system, including but not limited to the computer software, related documentation, system identifiers, end-user interfaces, system name, individual features, and the collective works consisting of sequences of all public messages on the lobbytools.com system. You may not reproduce any sequence of system directions or code from the system, either electronically or in print, without the express, written permission of Lobbytools. You may not copy, modify, adapt, reproduce, translate, distribute, reverse engineer, decompile, or dissemble any aspect of the lobbytools.com system.
9.3 No License. Except as expressly set forth herein, no license is granted by either party to the other with respect to the Service. Nothing in this Agreement shall be construed to grant to either party any ownership or other interest, in the Service, except as may be provided under a license specifically applicable to the Content as provided herein.
9.4 Restrictions. You agree not to resell, reproduce, retransmit, republish, reverse-engineer, screen scrape or otherwise transfer for any purpose the Lobbytools’ Services or Content other than as permitted by this Subscriber Agreement. You acknowledge that Lobbytools shall retain all right, title and interest in and to each each Lobbytools' Service, Content and the Lobbytools Service database as well as all physical copies thereof. You acknowledge that Lobbytools retains all intellectual property rights related to the Lobbytools Service and Content and that you acquire no intellectual property pursuant to this Subscriber Agreement.
9.5 Trade Secret Materials. Trade Secrets are as defined in Chapter 688, Florida Statutes may be accessible to you, pursuant to this Subscriber Agreement, which include, but are not limited to all software programs, hardware configurations, resources, the methods, algorithms and logic, processes and techniques that you use under this Subscriber Agreement to utilize the Service and access Content, and for any and all information management, identification, computer and Web site systems and processes. You agree to keep confidential and not use or disclose to others during the term of this Subscriber Agreement and at all times thereafter, except as consented to in writing by the LobbyTools, Inc. or as required by law, any Trade Secrets. Enterprise recognizes, acknowledges and agrees that the Trade Secrets are sufficiently propriety that Lobbytools derives economic value from their not being known to other persons who can obtain economic value from their disclosure or use. Therefore, you shall have a continuing duty to Lobby Tools, Inc. which shall survive termination of this Subscriber Agreement, for any reason to: (1) maintain the secrecy of the Trade Secrets and to use such Trade Secrets only within the terms of this Subscriber Agreement ; and (2) retain and keep any Trade Secrets that comes into your knowledge, possession or control, regardless of whether by proper or improper means, as strictly confidential and shall not disclose such Trade Secrets to any third party; (3) upon termination of this Subscriber Agreement to return all Trade Secrets to Lobby Tools, Inc. and (4) at no time, use the Trade Secrets to directly or indirectly reverse engineer, de-compile or disassemble such Trade Secrets for construction of a similar business, product or service as conducted by Lobbytools or your own uses. The provisions of this section shall survive the expiration or sooner termination of the term of this Subscriber Agreement, and shall be deemed independent and separately enforceable covenants that are enforceable independent of (i) the other covenants, conditions, terms, and other provisions of this Subscriber Agreement, and (ii) any cause of action or rights or remedies either party may have under this Subscriber Agreement or otherwise, none of which shall be deemed defenses to the enforcement of this section of the Subscriber Agreement. In the event of a breach or threatened breach by you of any provision of this Subscriber Agreement , LobbyTools, Inc. shall have the cumulative right to seek monetary damages for any breach, and equitable relief, including specific performance or injunction against you or against the your partners, agents, representatives, servants, employers, employees, family members and/or any and all persons acting directly or indirectly by or with you, to prevent or restrain any such breach. If a court of competent jurisdiction determines that the terms of this section of the Subscriber Agreement are overly broad or are otherwise not reasonably necessary to protect the Trade Secrets of Lobby Tools, Inc., the parties intend that this section shall not thereby be declared null or void or be otherwise determined to be unenforceable, but that such court shall modify and grant the relief reasonably necessary to protect the Lobbytools interests so as to render this section valid and enforceable.
9.6 The provisions of this Section shall survive the termination of this Agreement.
10. Disclaimer of Warranties. THE LOBBYTOOLS SERVICE AND CONTENT IS PROVIDED TO SUBSCRIBER “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OR REPRESENTATION OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, LOBBYTOOLS, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE APPLICATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON- INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, LOBBYTOOLS PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES, HAVE ACCURATE OR UP TO DATE CONTENT OR STORED DATA, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
11. Limitation of Liability. IN NO EVENT WILL ANY PARTY, INCLUDING BUT NOT LIMITED TO LOBBYTOOLS OR ANY DATA PROVIDER BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION , LOST PROFITS OR REVENUES), LOST OR CORRUPTED DATA OR OTHER LIABILITY ARISING OUT OF OR IN ANY MANNER IN CONNECTION WITH THIS AGREEMENT, THE PERFORMANCE OR BREACH HEREOF, THE SUBJECT MATTER OF THIS AGREEMENT, OR YOUR USE OF, OR INABILITY TO USE, THE LOBBYTOOLS SERVICES, ANY INFORMATION OR DATA PRODUCED BY THE LOBBYTOOLS, INC. SERVICES OR ANY OTHER INFORMATION, DATA OR MATERIALS PROVIDED TO ENTERPRISE HEREUNDER, REGARDLESS OF THE FORM OF ACTION (INCLUDING STRICT LIABILITY OR NEGLIGENCE), WHETHER OR NOT THEY HAVE BEEN ADVISED, OR OTHERWISE MIGHT HAVE ANTICIPATED THE POSSIBILITY, OF SUCH DAMAGES.YOU AGREE THAT LOBBY TOOLS, INC.'S AGGREGATE LIABILITY FOR ANY AND ALL LOSSES OR INJURIES ARISING OUT OF ANY ACT OR OMISSION OF LOBBYTOOLS IN CONNECTION WITH ANYTHING TO BE DONE OR FURNISHED UNDER THIS AGREEMENT OVER ANY NUMBER OF TRANSACTIONS SHALL NEVER EXCEED ONE HUNDRED DOLLARS ($100).
12. Indemnification. You agree to indemnify and hold Lobbytools, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that your use of the Content infringes the rights of, or has caused harm to, a third party; or (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that Lobbytools (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release Lobbytools of all liability and such settlement does not affect Lobbytools's business or Service); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim.
13. General.
13.1 Modification to Terms. Lobbytools reserves the right to modify the terms and conditions of this Agreement, terms of use or its policies relating to the Service or Content at any time, effective upon posting of an updated version of this Agreement, Terms of Use and/or Privacy Policy on the Service. You are responsible for regularly reviewing this Agreement, Terms of Use and Privacy Policy. Continued use of the Service after any such changes shall constitute your consent to such changes.
13.2 Assignment; Change in Control. This Agreement may not be assigned by you without the prior written approval of Lobbytools, but may be assigned, without your consent, by Lobbytools to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of you that results or would result in a direct competitor of Lobbytools directly or indirectly owning or controlling 50% or more of you shall entitle Lobbytools to terminate this Agreement for cause immediately upon written notice,
13.3 Notice. Lobbytools may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in Lobbytools's account information, or by written communication sent by first class mail or pre-paid post to your address on record in Lobbytools' account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to Lobbytools (such notice shall be deemed given when received by Lobbytools) at any time by any of the following: letter sent by confirmed facsimile to Lobbytools at the following fax number:(850) 915-0 I 0 l ; letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Lobbytools at the following address: Lobbytools,inc., 320 Johnston Street, Tallahassee, FL 32303; in either case, addressed to the attention of: Chief Executive Officer.
13.4 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Florida and the federal laws of the United States of America. Subscriber and Authorized Users hereby consent and submit to the jurisdiction and forum of the state and federal courts in the state of Florida in Leon County in all questions and controversies arising out of this Agreement.
13.5 Attorneys’ Fees and Costs. In any arbitration, litigation, or other proceeding, informal or formal, by which one party either seeks to enforce this Agreement or seeks a declaration of any rights or obligations under this Agreement, the non-prevailing party shall pay the prevailing party’s costs and expenses, including but not limited to, reasonable attorneys’ fees.
13.6 No Waiver. The failure of either party at any time to require performance by the other party of any provision of this Agreement shall in no way affect that party’s right to enforce such provisions, nor shall the waiver by either party of any breach of any provision of this Agreement be taken or held to be a waiver of any further breach of the same provision.
13.7 Counterparts; Facsimile. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement. The parties agree that a facsimile signature may substitute for and have the same legal effect as the original signature.
13.8 Entire Agreement. This Agreement, any Terms of Use and any Privacy Policy referenced herein constitute the entire agreement between you, your Authorized Users and Lobbytools with respect to the Service and Content and supersede any and all previous representations, understandings, or agreements between Subscriber and Lobbytools as to the subject matter hereof. The Agreement may not be modified orally or in any other manner other than: (i) by modification as set out in Section 13.1 herein, or (ii) by a written agreement executed by both Subscriber and Lobbytools.
13.9 Relationship of Parties. You shall at no time represent that it is the authorized agent or representative of Lobbytools. No joint venture, partnership, employment, or agency relationship exists between you and Lobbytools as a result of this Agreement or use of the Service.
13.10 Typewritten or Handwritten Provisions. Typewritten or handwritten provisions that are inserted in this Subscriber Agreement or attached to this Subscriber Agreement as addenda or riders shall not control over all printed or pre-typed provisions with which they may conflict or otherwise apply unless initialed or signed by both parties, No text or information set forth on any other purchase order, preprinted form or document (other than a Subscriber Agreement, if applicable) shall add to or vary the terms and conditions of this Agreement.
13.11 Severability. The unenforceability or invalidity of any one or more provisions of this Subscriber Agreement shall not affect the validity or enforceability of any other provisions of this Subscriber Agreement. . If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect.
13.12 Audit. Lobbytools shall have the right to audit, directly and through its independent auditors, your use of the Lobbytools Services to ensure compliance with the license granted herein and this Agreement. Such audits may be conducted during normal business hours upon seventy-two (72) hours of written notice of intent to audit by Lobbytools. Except as required by law, Lobbytools agrees to maintain the confidentiality of all of your procedures and processes disclosed during the audit. If an audit reveals a violation of the terms of this Subscriber Agreement , Lobbytools may promptly notify you in writing of any problems discovered and allow you forty eight (48) hours to cure the problem. If you do not cure the problem, then Lobby Tools, Inc., among other remedies, may terminate this Subscriber Agreement.
13.13 Survival of Subscriber Agreement. Provisions hereof related to license grant and restrictions, release of claims, indemnification , use of information and data, payment to Lobbytools for Lobbytools Services, intellectual property ownership, account information and data, limitation of liability, disclaimer of warranties, protection of trade secrets, audit and attorney's fees, shall survive any termination of this Subscriber Agreement by Lobby Tools, Inc., or you. Any termination of this Subscriber Agreement by Lobbytools shall not terminate any claim for damages by Lobbytools.
13.14 Waiver of Jury Trial. THE PARTIES MUTUALLY AGREE THAT THEY WAIVE ALL RIGHTS TO A TRIAL BY JURY IN THE EVENT OF ANY DISPUTE OR COURT ACTION ARISING FROM, GROWING OUT OF, OR RELATED TO THIS AGREEMENT, THE CONTENT OR THE SERVICES. THE PARTIES ACKNOWLEDGE THAT THIS WAIVER IS A SIGNIFICANT CONSIDERATION TO, AND A MATERIAL INDUCEMENT FOR, LOBBYTOOLS TO ENTER INTO THIS AGREEMENT.