TERMS & CONDITIONS

Thank you for your interest in and use of LessData’s products, software, and Services (as defined more fully herein). Please read these Terms and Conditions carefully as they govern Your use of (which includes access to) LessData’s Services, including without limitation any of LessData’s websites, software, and/or applications. These Terms and Conditions constitute a binding legal agreement between You and LessData (the “Agreement”). By accessing and/or otherwise using any portion of LessData’s Services, including without limitation any of LessData’s websites, software and/or applications, You are accepting, and hereby covenant and agree to be bound by, these Terms and Conditions. If you are not willing to be bound by these Terms and Conditions, You may not access or otherwise use any portion of LessData’s Services.

DEFINED TERMS

1. As used herein, “You”, “Your”, “Client”, “Customer”, shall refer to any user of LessData’s Services, including, without limitation, LessData’s cloud-based SAAS platform, mobile application(s), website(s), and other technological services pursuant to a signed Technical Services Agreement, all terms and conditions of which are incorporated as is set forth fully herein.
2. As used herein, “LessData”, “We”, “Us”, “Our”, shall refer to TNELA, LLC dba LessData.
3. As used herein, the “Services” shall refer to software as a service, technical consultations, custom data analytics, mobile phone/device applications, and custom software solutions via cloud-based subscription services provided by LessData.
4. LessData and Client shall be collectively referenced herein as the “Parties”.
5. As used herein, “Term” shall mean the initial duration of 1 month and any extensions in a signed Technical Services Agreement. The initial term of this Agreement shall commence upon payment of invoice or usage of Services, whichever comes first, and continue until the same date of the next calendar month. Thereafter, unless otherwise canceled pursuant to Section 18 or specified in a signed Technical Services Agreement, this shall continue on a month-to-month basis according to all of the terms and conditions set forth herein.
6. As used herein, “Monthly Subscription Fee”, shall refer to the Monthly Subscription Fee as invoiced and/or agreed to in a signed Technical Services Agreement.

TERMS AND CONDITIONS RELATING TO MONTHLY SUBSCRIPTION FEES

1. Client’s Payment of Monthly Subscription Fees. Subject, and in addition, to the terms and conditions of a Technical Services Agreement previously signed by Client, Client agrees to the following additional terms and conditions relating to Client’s payment of the Monthly Subscription Fee invoiced and/or contemplated in a Technical Services Agreement:

1. The Parties agree that Client’s Monthly Subscription Fee payments are due from Client monthly, as invoiced and/or contemplated in a Technical Services Agreement signed by Client.
2. The Parties agree that Client’s Monthly Subscription Fee payments not received by LessData within one (1) week of the start of each new Term shall be deemed late and will be subject, at LessData’s discretion, to late charges of 1.5% of the unpaid balance per month or the highest rate permitted by applicable usury law, whichever is less, determined and compounded monthly from the date due until the date paid.
3. Client Agrees to reimburse LessData for any costs or expenses (including but not limited to reasonable attorneys’ fees) incurred by LessData to collect any late or missed Monthly Subscription Fee payments.  
4. Client agrees that any amounts due under this Agreement may not be withheld or offset by Client, against amounts due to Client, for any reason.
5. Client agrees that, should Client fail to pay its Monthly Subscription Fee, or any incurred late charges, within one (1) week of the start of each new Term, LessData shall have the right to pause, withhold, or cancel its provision of Services to Client until all Monthly Subscription Fees and/or late fees incurred have been paid, in full, by Client to LessData. In the event of continued non-payment by Client of any Monthly Subscription Fee or late charges, LessData shall have the right, in its sole discretion, to cancel the Technical Services Agreement signed by Client and/or delete Client’s account with LessData.
6. The Monthly Subscription Fees contemplated herein do not include any local, state, federal, or foreign taxes (e.g., value-added, sales, or use taxes), or fees, duties, or other governmental charges resulting from this Agreement.  Client agrees it is responsible for paying all applicable taxes that result from this Agreement, unless Client provides LessData with a valid tax exemption certificate.  If LessData determines that it has the legal obligation to pay or collect such taxes, LessData will add such taxes to the applicable invoice and Client agrees to pay such taxes.  If a taxing authority subsequently pursues LessData for unpaid taxes for which Client is responsible, and which Client has not paid, LessData may invoice Client, and Client agrees to pay such taxes to either LessData or directly to the taxing authority, plus all applicable interest, penalties, and fees.

PROVISIONS REGARDING USAGE AND RIGHTS

2. Authorized Uses. Subject to the terms and conditions of this Agreement, LessData grants Client a limited, non-exclusive, and non-transferable right, during the Term of this Agreement, to:

1. Utilize LessData’s Services solely for Client’s business operations;
2. Access and utilize LessData’s cloud-based SAAS platform, mobile application(s), website(s), and other technological services on Client’s or Client’s employees’/agents’ computer systems, mobile phones, or other devices, for use solely to facilitate Client’s authorized use of the Services (solely for Client’s business operations); and
3. Use internally, and reproduce without modification, copies of the analytics and/or metrics compiled as part of LessData’s Services, in connection with Client’s authorized use of the Services (solely for Client’s business operations).
4. Install and use one copy of the software on Client’siOS, Android, or other mobile device.
5. Internet access may be required, and you may incur charges related to internet access, data transfer and other services per the terms of the data service plan and any other agreement You have with Your network operator due to use of the software. You are solely responsible for any internet or network operator charges that may be incurred.
6. LessData may, from time to time in its sole discretion, develop and provide Software updates, which may include, without limitation, upgrades, bug fixes, patches and other error corrections and/or new features (collectively, the “Updates”). Updates may also modify or delete, in its entirety, certain features and functionality of the Services, or cause data (whether Client’s, LessData’s, or otherwise) to be lost. Client acknowledges and agrees that LessData has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality of the Services. If Client downloads a LessData-branded mobile application (“Application”) on a mobile device, when such mobile device is connected to the Internet, either (a) the Application will automatically download and install all available Updates, or (b) Client may receive notice of or be prompted to download and install available Updates. Client agrees to promptly download and install all Updates and acknowledges and agrees that the Applications or portions thereof may not properly operate should Client fail to do so.

Client agrees to use LessData’s Services as contemplated herein, and is solely responsible for ensuring that none of its employees, agents, officers, managers, and/or representatives exceed the above Authorized Uses. If Client, or any of its employees, agents, officers, managers, and/or representatives exceed the above described Authorized Uses, LessData shall have the right, at its sole discretion, to charge Client for any excess uses at LessData’s then-current rates, or to pause, cancel, or otherwise terminate this Agreement and delete Client’s account with LessData.

3. Restricted Uses. Client agrees it shall not:

7. Sell, rent, lease, or, except as expressly permitted in this Agreement, license, sublicense, distribute, or otherwise permit third parties to access or use the Services or any analytics or metrics compiled as part of LessData’s Services;
8. Use LessData’s Services, cloud-based SAAS platform, mobile application(s), website(s), and/or other technological services to provide outside or additional services to third parties (including Client’s clients) as a service, or for any other purposes;
9. Circumvent or disable any security or other technological features or measures included as part of LessData’s Services, cloud-based SAAS platform, mobile application(s), website(s) and/or other technological services, or attempt to probe, scan or test the vulnerability of a network or system, breach security or authentication measures, or gain unauthorized access to any of LessData’s services, system or network;
10. Upload or provide for processing, or use LessData’s Services, cloud-based SAAS platform, mobile application(s), website(s), and/or other technological services to store, display or transmit, any information or material that is illegal, defamatory, offensive, abusive, obscene, tortious, or that violates privacy or intellectual property rights;
11. Use, or attempt to use, any of LessData’s Services, including without limitation its cloud-based SAAS platform, mobile application(s), website(s) and/or other technological services, for any form of high risk activity, including activities where the use or failure of the Services could lead to death, personal injury, or environmental damage.
12. Use, or attempt to use, any of LessData’s Services, including without limitation its cloud-based SAAS platform, mobile application(s), website(s) and/or other technological services, to store or transfer any information or materials that are controlled, governed, or otherwise protected under any applicable export and/or re-export control laws and regulations of the United States or any other foreign jurisdiction.
13. Use LessData’s Services, cloud-based SAAS platform, mobile application(s), website(s), and/or other technological services to harm, threaten, or harass another person or organization or in any way violate applicable laws or regulations;
14. Use LessData’s Services, cloud-based SAAS platform, mobile application(s), website(s), and/or other technological services to create, send, store, run, or distribute any viruses, worms, Trojan horses, or other disabling code, malware component, or code or program harmful to a network or system;
15. Copy, reproduce, modify, translate, enhance, decompile, disassemble, reverse engineer, or create derivative works of LessData’s Services, cloud-based SAAS platform, mobile application(s), website(s) and/or other technological services, or any feature or function thereof;
16. Access LessData’s Services, cloud-based SAAS platform, mobile application(s), website(s), and/or other technological services for the purpose of monitoring availability, performance, functionality, or for any benchmarking or other competitive purpose;
17. Alter or remove any trademark, copyright notice, or other proprietary rights notice that may appear in any part of LessData’s Services, cloud-based SAAS platform, mobile application(s), website(s) and/or other technological services, including any copies of the analytics and/or metrics compiled as part of LessData’s Services (Client agrees to include all such notices on any copies, including any reports printed via the use of the Services); or
18. Use LessData’s Services, cloud-based SAAS platform, mobile application(s), website(s), and/or other technological services in any manner that exceeds the Authorized Uses outlined above.

Client agrees it is solely responsible for ensuring that none of its employees, agents, officers, managers, and/or representatives engage in any Restricted Uses. If Client, or any of its employees, agents, officers, managers, and/or representatives engage in any one or more of the above Restricted Uses, LessData shall have the right, at its sole discretion, to charge Client for any excess uses at LessData’s then-current rates, or to pause, cancel, or otherwise terminate this Agreement and delete Client’s account with LessData.

4. Export Compliance. Client acknowledges and understands that LessData’s Services may be subject to import, export, and re-export control laws and regulations imposed by the United States government and/or otherforeign governments, including without limitation the Export Administration Regulations ("EAR") maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department's Office of Foreign Assets Control ("OFAC"), and the International Traffic in Arms Regulations ("ITAR") maintained by the Department of State. In entering into this Agreement, Client hereby represents and warrants that Client: (1) is not located in any country to which the United States has embargoed goods or has otherwise applied any economic sanctions; and (2) is not a denied party as specified in any applicable export or re-export laws or regulations or similar laws applicable in other jurisdictions or otherwise listed on any U.S. government list of prohibited or restricted parties. Client further agrees to comply with all applicable export and re-export control laws and regulations that may apply to this Agreement and its use of LessData’s Services. Client agrees it shall not, and shall not allow any other person or entity to, remove or export from the United States, or allow the export or re-export, through any of LessData’s Services or any direct product thereof, any of the following: (a) into (or to a national or resident of) any embargoed or terrorist-supporting country; (b) to anyone on the United States Commerce Department’s Table of Denial Orders or United States Treasury Department’s list of Specially Designated Nationals; (c) to any country to which such export or re-export is restricted or prohibited, or as to which the United States government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without first obtaining such license or approval; or (d) otherwise in violation of any export or import laws of any United States or foreign agency or authority, including, without limitation, EAR, OFAC, and/or ITAR.

5. United States Use. LessData does not represent that itsServices or any LessData information or materials provided in conjunction with its services are appropriate or available for use outside of the United States. Access to and use of the Services may not be legal by certain persons or in certain countries. If Client accesses the Service from outside the United States, Client does so on its own initiative and is responsible for compliance with all applicable laws.

6. Protection Against Unauthorized Use. Client agrees to exercise commercially reasonable efforts to prevent any of its employees, agents, officers, managers, and/or representatives from permitting (whether intentionally, negligently, or otherwise) any of LessData’s Services, including without limitation its cloud-based SAAS platform, mobile application(s) and website(s), from any unauthorized use. Client further agrees it will provide prompt Notice, as contemplated under Section 18, of any unauthorized use of which Client becomes aware. Prompt Notice under this Section 3 of the Terms and Conditions shall not exceed seven (7) days from the date on which Client first becomes aware of any unauthorized use. If any person or entity engages in unauthorized use as a result of any failure on the part of Client, Client covenants and agrees to take all steps reasonably necessary to terminate the unauthorized use. Client further covenants and agrees to cooperate and assist LessData with any actions necessary to prevent or terminate unauthorized use by any third party.

7. Protection of Confidential Information. As used herein, “Confidential Information” means any non-public business information, know-how, trade secrets, and other information, in any form, that is designated as confidential or that a reasonable person should understand to be confidential due to the nature of the information or the circumstances of disclosure, and is disclosed by or on behalf of either party, or either party’s employees, agents, officers, managers, and/or representatives (the “Disclosing Party”) to the other party, or the other party’s employees, agents, officers, managers, and/or representatives (the “Receiving Party”), directly or indirectly, in writing, orally, or by inspection of tangible objects, whether before or after the Effective Date of a Technical Services Agreement between the Parties. Confidential Information includes, without limitation, data from sources and analytics providers delivered by Client, as well as LessData’s systems and networks, product plans, security information, reports, pricing information, deliverables, or any other document or information exchanged between and among the Parties, including the terms of this Agreement. Notwithstanding anything to the contrary, “Confidential Information” excludes information that: (a) is or becomes generally publicly available through no action or inaction of the Receiving Party; (b) is already in the possession of the Receiving Party through a non-confidential basis at the time of disclosure by the Disclosing Party; or (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

The Parties covenant and agree that a Receiving Party under this Agreement shall hold all Confidential Information in confidence, and shall not disclose the Confidential Information to any third party, except as expressly permitted under this Agreement. The Parties further covenant and agree to exercise commercially reasonable efforts, substantially equivalent to the efforts each party takes to protect their own Confidential Information, to preserve and protect the Confidential Information of the other party. If necessary, a Receiving Party may disclose the Disclosing Party’s Confidential Information only to the Receiving Party’s employees or agents who reasonably need to have access to such information to perform the Receiving Party’s obligations under this Agreement. Under such circumstances, the Receiving Party’s employees or agents who receive the Confidential Information shall be bound by obligations of confidentiality and nonuse at least as restrictive as the terms of this Agreement. Client may disclose LessData’s Confidential Information to Permitted Third Parties only to further the goals and purposes contemplated under this Agreement. LessData may disclose Client’s Confidential Information to its subcontractors, employees, agents, or other third parties in connection with performing the Services contemplated under this Agreement. Finally, a Receiving Party may also disclose a Disclosing Party’s Confidential Information as required by law (such as to comply with a properly executed court order), so long as the Receiving Party: (a) gives the Disclosing Party written notice of the requirement prior to the disclosure (where permitted) and reasonable assistance, at the Disclosing Party’s expense, in limiting disclosure or obtaining an order protecting the Confidential Information from public disclosure; and (b) in the event Confidential Information is nevertheless required to be disclosed, discloses only such portion of Confidential Information as is advised by its counsel to be legally required, and takes reasonable steps to obtain confidential treatment of the Confidential Information so as to avoid any unnecessary further disclosure.

Notwithstanding the foregoing, by entering into this Agreement, Client acknowledges, understands, and expressly grants LessData a non-exclusive, worldwide, royalty-free license to use, access, copy, transmit, sublicense, index, store, aggregate, publish, distribute, and display: (a) information and data provided by or to Client and third parties who track, analyze, store, aggregate, or otherwise provide data information services for Client and Client’s business, as required to provide or perform the Services contemplated herein; and (b) de-identified, aggregated information derived from information and data provided by or to Client and third parties who track, analyze, store, aggregate, or otherwise provide data information services for Client and Client’s business, and from Client’s use of the Services and LessData’s cloud-based SAAS platform, website(s), and/or application(s) for purposes of improving LessData’s products and services, and developing, displaying and distributing benchmarks and similar reports, provided that any such data is not publicly identified or identifiable as originating with or associated with Client or any individual person. Client acknowledges and agrees it is responsible for the content, accuracy, availability, appropriateness, and legality of any data or other information Client provides to LessData or accesses using LessData’s Services, including, without limitation, LessData’s cloud-based SAAS platform, website(s), and/or application(s).

8. Data Security. LessData agrees to implement and maintain commercially reasonable administrative, physical and technical safeguards, intended to protect against unauthorized access, use, disclosure, alteration, or destruction of information and data provided by, or delivered to, Client. However, LessData cannot guarantee or otherwise ensure the safety of any such information and/or data provided by, or delivered to, Client. In entering into this Agreement, Client acknowledges its understanding that LessData is not a guarantor of the safety or security of any such information or data, and expressly waives any claim of liability it may have against LessData in conjunction with any foreseeable or unforeseeable data breach, disclosure, alteration, destruction, or other loss or manipulation (in any form) of information or data that arises as a result of the relationship contemplated and memorialized between the Parties under the terms of this Agreement. Client further waives any claims related to, and agrees that LessData shall not be held liable for, any viruses, worms, Trojan horses, or other code, malware, or program that may affect Client or its business during the course of the Term of this Agreement, whether or not any such virus, worm, Trojan horse, code, malware, or program arises or gains access to Client’s system or network as a result of LessData’s Services or its delivery of the Services.

9. Intellectual Property. LESSDATA EXPRESSLY RETAINS EXCLUSIVE OWNERSHIP OF ALL RIGHT, TITLE, AND INTEREST, INCLUDING ALL INTELLECTUAL PROPERTY RIGHTS, IN, TO AND UNDER THE SERVICES, ITS CLOUD-BASED SAAS PLATFORM, ITS WEBSITE(S), ITS MOBILE APPLICATION(S), ALL ANALYTICS AND/OR METRICS COMPILED AS PART OF LESSDATA’S SERVICES, AND ANY OTHER SOFTWARE, DELIVERABLES, OR OTHER MATERIALS PROVIDED TO AND/OR CREATED FOR CLIENT AS PART OF THE SERVICES CONTEMPLATED UNDER THIS AGREEMENT, TOGETHER WITH ALL MODIFICATIONS, UPDATES, CUSTOMIZATIONS, ENHANCEMENTS, IMPROVEMENTS, AND ANY DERIVATIVE WORKS OF ANY OF THE FOREGOING. Client’s rights to use the Services, and any other software, deliverables, or other materials provided to and/or created for Client as part of the Services provided under this Agreement, are limited to those expressly set forth in this Agreement and no other rights (express, implied, by estoppel, through exhaustion, or otherwise) are granted to Client. LessData reserves all rights in and to its Services, its cloud-based SAAS platform, its website(s), its mobile application(s), all analytics and/or metrics compiled as part of LessData’s Services, and any other software, deliverables, or other materials provided to and/or created for Client as part of the Services contemplated under this Agreement. Any of LessData’s Services, and any other software, deliverables, or other materials provided to and/or created for Client as part of the Services contemplated under this Agreement, delivered to Client, or to which Client may have access, shall not be deemed to have been sold, even if, for convenience, we make reference to words such as "sale" or "purchase" in any conversations, advertisements, or other documents. Client agrees to make no claim to any intellectual property stemming from the Services performed pursuant to this Agreement.

10. Service Availability. As part of providing its Services to Client and others, LessData performs and maintains regular updates and backups according to its own internal policies and procedures, or as otherwise deemed appropriate and necessary, as determined in LessData’s sole discretion.  These updates and backups may result in interruptions and/or delays in LessData’s delivery of the Services. Likewise, unforeseen circumstances beyond LessData’s control may result in interruptions or delays in LessData’s delivery of the Services.  The Parties hereby acknowledge and agree that they understand, and this Agreement specifically contemplates, such planned and unplanned (including unforeseen) interruptions in LessData’s delivery of the Services. While LessData implements and maintains commercially reasonable measures intended to avoid unplanned interruptions to the Services, and will use commercially reasonable efforts to notify Client in advance of any planned interruptions, Client expressly understands that such planned and unplanned (including unforeseen) interruptions are part of LessData’s delivery of the Services. Client may contact LessData for technical support; however, Client may not hold LessData liable for any circumstances (foreseen or otherwise) which may result from potential interruptions to the Services.  Client also may not withhold or offset any Monthly Subscription Fees as a result of any interruptions in LessData’s delivery of the Services. LessData reserves the right to change the way Client accesses the Services as well as to deactivate or delete Client’s account, require Client to change user access information or identifications, or otherwise change or modify Client’s account, as deemed necessary by LessData.

GENERAL PROVISIONS & DISCLAIMERS

11. General Disclaimer. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. LESSDATA EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT. LESSDATA DOES NOT WARRANT AGAINST INTERFERENCE WITH THE ENJOYMENT OF THE SERVICES OR ITS CLOUD-BASED SAAS PLATFORM, OR THAT ANY DOCUMENTATION OR REPORTS PROVIDED BY LESSDATA ARE ERROR-FREE OR THAT OPERATION OR USE OF THE SERVICES OR LESSDATA’S CLOUD-BASED SAAS PLATFORM, WEBSITE(S), OR MOBILE APPLICATION(S) WILL BE SECURE OR UNINTERRUPTED. LESSDATA EXERCISES NO CONTROL OVER, AND EXPRESSLY DISCLAIMS ANY LIABILITY ARISING OUT OF OR BASED UPON, THE RESULTS OF USE OF THE SERVICES OR LESSDATA’S CLOUD-BASED SAAS PLATFORM.

12. Disclaimer of Indirect Damages. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL, UNDER ANY CIRCUMSTANCES, BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR LOST PROFITS, LOSS OF BUSINESS, OR COSTS ASSOCIATED WITH PROCURING SUBSTITUTE OR REPLACEMENT SERVICES, ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE SERVICES, ANY SERVICE ORDER, OR ANY OTHER AGREEMENT ENTERED INTO BETWEEN THE PARTIES OR THEIR AFFILIATES RELATED TO THIS AGREEMENT OR THE SERVICES (INCLUDING BUT NOT LIMITED TO STANDARD CONTRACTUAL CLAUSES), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER BASED ON AN ACTION FOR CONTRACT, WARRANTY, STRICT LIABILITY, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), OR OTHERWISE, EVEN IF THE PARTY IS APPRISED IN ADVANCE OF THE LIKELIHOOD OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE REASONABLY BEEN FORESEEN.

13. Indemnification. Client shall indemnify and hold harmless LessData and its directors, officers, employees, agents, affiliates, subcontractors and other clients from and against any and all allegations, claims, actions, suits, demands, damages, liabilities, obligations, losses, settlements, judgments, costs and expenses (including without limitation attorneys’ fees and costs) which arise out of, relate to, or result from: (i) Client’s breach of any terms of this Agreement; (ii) Client’s improper or inappropriate use of the Services or LessData’s cloud-based SAAS platform, website(s), or mobile application(s); or (iii) the operations of Client’s business.  In no event shall LessData be responsible for any damages caused by the Services, LessData’s cloud-based SAAS platform, website(s), mobile application(s), or any harm that may result from Client’s reliance on or use of the Services, LessData’s cloud-based SAAS platform, website(s), mobile application(s), or any other information, data, document, deliverable, or other outcome resulting from any Parties’ actions undertaken in conjunction with performing under this Agreement, except to the extent proximately caused by the gross negligence or willful misconduct of LessData.

14. Limitation on Liability. The Parties hereby agree that, subject to the indemnification obligations set forth in Section 13 above: (i) any liability of LessData hereunder shall be limited in all events to the amount of Monthly Subscription Fees LessData has collected from Client, in conjunction with this Agreement, during the twelve (12) months immediately preceding the date of the event giving rise to the claim; (ii) each party hereby waives its right to any special, consequential, or punitive damages arising from this Agreement. The foregoing limitation of liability under this Section 14 does not apply to Client’s obligation to pay any Monthly Subscription Fees under this Agreement, to any violation of this Agreement on the part of Client, or to any infringement or misappropriation of LessData’s intellectual property rights performed by Client.

15. Transfer of Rights. LessData shall have the exclusive right, at any time, to sell, license, assign, or otherwise transfer its rights under this Agreement to any potential successors, assignees, or purchasers of LessData. Client shall not assign any portion of this Agreement to any third party without prior written consent from LessData, whose consent may be withheld in LessData’s sole and absolute discretion.

16. Subcontractors. LessData may use subcontractors or other third parties in carrying out its obligations under this Agreement and Client hereby acknowledges its understanding and agreement that LessData may use subcontractors in performing under this Agreement.

17. Cancellation. The Parties acknowledge that this Agreement shall be subject to cancellation at any time by LessData. Fees are non-refundable and based on purchase of LessData’s Services not actual usage, and LessData does not provide refunds or credits of any kind, for any partial subscription periods, regardless of use, under any circumstances.

18. Notice. When Client desires (or is required) to provide LessData notice, it must do so at the following address: support@lessdata.com. When LessData desires (or is required) to provide Client notice, it must do so at the email address provided by Client upon registration for LessData’s Services. Both Parties agree that provision of notice as set forth above is sufficient for all purposes for which notice may be required under the terms of this Agreement.

19. Entire Agreement. This Agreement, along with LessData’s Privacy Policy, LessData’s CCPA, and any Technical Services Agreement entered into between the Parties, contain the entire agreement between the Parties and supersedes all prior oral and written agreements between them regarding their relationship. This Agreement may be modified only by an amendment in writing, dated and signed by LessData and Client after the date of this Agreement. Client acknowledges that it has not relied upon any statement, representation, prior or contemporaneous written or oral promises, agreements or warranties, except such as are expressed in this Agreement.

20. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Utah.

21. Dispute Resolution. In the event either party initiates legal action to enforce any right or obligation under this Agreement or to obtain relief for the breach of any covenant hereof, the non-defaulting party shall be entitled to recover from the defaulting party the costs of such action, including reasonable attorneys' fees and costs. EACH PARTY WAIVES TRIAL BY JURY IN THE EVENT OF ANY LEGAL PROCEEDING BROUGHT BY THE OTHER IN CONNECTION WITH THIS AGREEMENT.  EACH PARTY SHALL BRING ANY ACTION AGAINST THE OTHER IN CONNECTION WITH THIS AGREEMENT IN A FEDERAL OR STATE COURT LOCATED IN SALT LAKE COUNTY, UTAH, CONSENTS TO THE JURISDICTION OF SUCH COURTS, AND WAIVES ANY RIGHT TO HAVE ANY PROCEEDING TRANSFERRED FROM SUCH COURTS ON THE GROUND OF IMPROPER VENUE OR INCONVENIENT FORUM.  

22. Relationship (No Partnership).  Nothing contained in this Agreement shall be deemed or construed by the Parties hereto, or by any third party, to create the relationship of principal and agent or of partnership, joint venture, or any other form of association between Client and LessData.  Nothing contained herein shall be deemed to create any form of relationship between Client and LessData other than that of a subscriber and provider of services.

23. Binding Effect. The terms, provisions, covenants, and conditions contained in this Agreement shall apply to, bind, and inure to the benefit of the owners, managers, directors, employees, board, administrators, legal representatives, successors and assigns (where assignment is permitted) of Client and LessData, respectively.

24. Miscellaneous. The captions, headings and paragraph titles in this Agreement are for the convenience of reference only, and are not intended in any way to restrict, affect, or interpret the provisions of any paragraph of this Agreement. The Parties acknowledge and agree that this Agreement shall not be more strictly construed against either party by reason of the fact that one party may have drafted or prepared the Agreement.

25. Additional Terms for Certain Applications. The following additional terms and conditions apply to any application(s) LessData produces to perform the Services contemplated under this Agreement (the “Application”) only if the Application Is designed for use on an Apple, Inc. (“Apple”) iOS-powered mobile device. Client and LessData acknowledge that this Agreement is entered between Client and LessData only, and not with Apple. LessData, not Apple, is solely responsible for the Application and the content thereof. Client agrees that its license to use the Application is limited to the Apple iOS mobile device that Client owns or controls and that Client’s use of the Application shall be subject to the usage rules set forth in Apple’s then-current App Store Terms of Service. Client and LessData agree that Apple shall have no obligation to provide maintenance and support services with respect to the Application. To the maximum extent permitted by applicable law, Apple will have no warranty obligation whatsoever with respect to the Application. Client agrees that LessData, and not Apple, shall be responsible for the investigation, defense, settlement and discharge of any third party intellectual property infringement claim related to the Application. Client represents and warrants that Client is not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and that Client is not listed on any U.S. Government list of prohibited or restricted parties. Client agrees to comply with all applicable third party terms of agreement when using the Application. Client agrees that Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms of Service applicable to the Application. Upon Client’s acceptance of the Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms of Service against Client as a third party beneficiary thereof.

26. Severability. If any provision of this Agreement or its application to any person or circumstance shall, to any extent, be held invalid or unenforceable, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected. Otherwise, each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

27. Execution in Counterparts & by Electronic Means. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of such counterparts shall constitute one Agreement.  Delivery of this Agreement and signatures affixed hereto may be accomplished by electronic transmission.  In such event, any electronically delivered signatures shall function in the same manner and have the same legal effect as original signatures.  The Parties agree to accept a digital image of this Agreement, as executed by all Parties, as a true and correct original and admissible as best evidence for the purpose of state law, Federal Rule of Evidence 1002, and like statutes and regulations.

28. Access by Competitors. Client may not access, copy, review, or otherwise utilize the Services if Client is a direct competitor of LessData, except with LessData’s prior written consent.  Client may not provide access to LessData’s Services, products, cloud-based SAAS platform, mobile applications, or any deliverables produced pursuant to this Agreement to any known competitors of LessData.

29. Publicity. Client agrees that LessData may use Client’s name, trademarks, and service marks to the extent necessary to fulfill its obligations under this Agreement and the Services. Client also agrees that LessData may use Client’s name and trademark as a reference for marketing and other promotional purposes on LessData’s website and/or in other marketing or advertising communications with existing or prospective Clients. In entering into this Agreement, Client acknowledges and agrees that LessData may use Client’s name, trademarks, and/or service marks in such capacity. If Client wishes to restrict LessData’s use of Client’s name, trademarks, and/or service marks in any manner, Client shall notify LessData of such a desire by providing Notice as contemplated under Section 18. LessData shall not be liable for any use of Client’s name, trademarks, and/or service marks that occurred prior to receiving such Notice.

30. Force Majeure. Neither party will be liable for, or be considered to have breached or defaulted under this Agreement on account of, any delay or failure to perform any obligations under this Agreement (except for payment obligations) due to any cause or condition beyond that party’s reasonable control, so long as that party uses all commercially reasonable efforts to avoid or remove the cause of the delay or non-performance.

31. No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement and the Parties have not contemplated any third-parties in entering into this Agreement, save for the limited exception of Apple being a potential third-party beneficiary when the express conditions set forth in Section 25 of this Agreement have been met.

32. Non-Waiver. Failure, neglect, or delay by a party to enforce the provisions of this Agreement or its rights or remedies at any time, cannot be construed as a waiver of that party’s rights under this Agreement, and will not in any way affect the validity of the whole or any part of this Agreement or prejudice that party’s right to take subsequent action to enforce the terms of this Agreement. Exercise or enforcement by either party of any right or remedy under this Agreement will not preclude the enforcement by that party of any other right or remedy under this Agreement, or any other right or remedy that the party is entitled to enforce by law.

33. Validity of Agreement. Each party represents and warrants to the other that: (a) this Agreement constitutes a valid and binding agreement enforceable against it in accordance with the terms contained herein; and (b) no authorization or approval from any third party is required in connection with that party’s execution of, or performance under, this Agreement.