Terms of Use

Acceptance of Terms of Use

Please read these Terms of Use carefully. These Terms of Use govern your access and use of the LOassist.com websites and mobile sites (collectively, the “Site”) as well as the provision and sale of products and services by CHAAMP Marketing, LLC dba LOassist and/or its affiliates and/or fulfillment providers, as the context may require (“LOassist” “we,” “us,” or “our”). By accessing or using this Site and its related software tools, applications or any other LOassist service, you agree to be bound by these Terms of Use and to any additional guidelines, restrictions, or rules that may be posted in connection with specific sections or services of this Site. All such additional posted guidelines, restrictions, or rules are hereby incorporated by reference into these Terms of Use. If your use of this Site is on behalf of any business, organization, or other entity of any kind, you represent and warrant that you are authorized to accept these Terms of Use on its behalf and to bind such business, organization, or entity to these Terms of Use.

Every offer of a LOassist product and/or service on our Site as well as every transaction, order and agreement that is concluded through our Site is governed by our Terms. The applicability of any terms and conditions of the customer or any third party on behalf of the customer is expressly dismissed and shall not apply, even if LOassist has not specifically rejected them.

LOassist reserves the right to make changes to this Site and to these Terms of Use at any time without prior notice. You should review these Terms of Use each time you access this Site.

You also agree that we may provide all legal communications and notices to you electronically by posting them on our website or, at our election, by sending an e-mail to the e-mail address you provided to us when you registered at our website. You may withdraw your consent to receive communications from us electronically by contacting customer care. However, if you withdraw your consent to receive our communications electronically, you must discontinue your use of your account.

Copyrighted Materials for Limited Use. This Site contains graphics, photographs, images, document layouts, artwork, text, fonts, music, software tools, and other information (referred to herein as “Content”). This Site and all Content are the copyrighted property of LOassist or the copyrighted property of parties from whom LOassist has licensed such property. All rights in this Site and its Content are reserved worldwide. It is strictly prohibited to retain, copy, distribute, publish, or use any portion of the Content except as expressly allowed in these Terms of Use. LOassist reserves the right to add to, delete from, or modify any part of Content at any time without prior notice. Any modifications to Content, whether by You or LOassist remain the property of LOassist and its licensors.

Use of Site. You are granted permission to access and use this Site and its Content for the sole purpose of preparing, evaluating, and ordering products or services solely through LOassist (referred to herein as “Products”). No other download, retention, use, publication, or distribution of any portion of the Content is authorized or permitted. Obtaining Products from LOassist does not entitle you to use any portion of Content apart from the finished Products as they are supplied by LOassist.

You agree to use this Site in a responsible manner that is in full compliance with these Terms of Use and with your local laws and regulations, including export and import regulations. Without limitation, no portion of Content may be utilized as a trademark or service mark, for any pornographic use, for any unlawful purpose or use, to defame any person, to violate any person’s right of privacy or publicity, to infringe upon any copyright, trade name, trademark, service mark or other intellectual property right of any person or entity. You agree that you will not use the Site to produce Products that are offensive, unlawful, harassing, libelous, threatening, harmful, obscene, malicious or otherwise objectionable. LOassist reserves the right, in LOassist’s sole discretion, to refuse to accept any content provided by you to LOassist or to process any order at any time and for any reason. LOassist also may terminate its service to and/or the accounts of customers found to be using LOassist to engage in undesirable activities or otherwise violating these Terms of Use. You agree that LOassist shall have no liability of any kind to you or to any third party arising from such refusal or termination.

You are solely responsible for your use of Content in combination with any other images, graphics, text or other materials you direct us to incorporate into your Products. You agree that you will not include any text, image, design, trademark, service mark, or any copyrighted work of any third party in your Products unless you have obtained the appropriate authorizations from the owners. You warrant that your Products do not infringe upon any rights of any third party, including copyright, trademark, right of publicity or privacy, and will not libel or defame any third party, and that you have all required rights or permissions necessary to incorporate third party material into your Products. By placing an order on this Site, you warrant that you have all necessary permission, right and authority to place the order and you authorize LOassist to produce the Products on your behalf. You grant LOassist the right to copy, modify, distribute, use, create derivative works of and vectorize any content you have uploaded for the purpose of fulfilling your order and/or marketing products or services to you. Moreover, you warrant that you have sufficient rights to permit LOassist to copy, distribute, use, modify, create derivative works of and vectorize any uploaded content for the purpose of fulfilling your order and/or marketing products or services to you.

You agree that you are responsible for protecting your password and controlling access to your registered account. You agree that you will be responsible for all orders placed or other actions that are taken through your registered account.

Transfer of Title. The customer agrees that the risk of loss and title for any printed Product pass to you upon our delivery to our carrier. For any Product that is to be provided to the customer in an electronic format, the customer agrees that delivery of such Product shall be deemed to have occurred either (a) at the time we transmit the Product via email or other electronic communication addressed to the customer or (b) at the time we transmit a notification to the customer that the Product is available for downloading from the Site.

Indemnification. You agree that you shall indemnify LOassist and all parties from whom LOassist has licensed portions of Content, and their directors, officers, and employees, against all claims, liability, damages, costs and expenses, including reasonable legal fees and expenses arising out of or related to (i) your breach of these Terms of Use or (ii) any suit, claim, or demand arising from or relating to any text, photograph, image, graphic or other material that was not part of the standard Site Content and that you uploaded or otherwise provided to LOassist or incorporated into Products. As to clause (ii), you agree that we have the right to control the defense of any such suit, claim or demand.

Disclaimer of Warranty. THE SITE AND ITS CONTENT ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT OPERATION OF THE SITE MAY NOT BE UNINTERRUPTED OR ERROR FREE. WHILE WE MAKE REASONABLE EFFORTS TO ACCURATELY DISPLAY THE ATTRIBUTES OF PRODUCTS, WE DO NOT WARRANT THAT PRODUCT DESCRIPTIONS ARE ACCURATE, RELIABLE AND ERROR-FREE. REFERENCES AND LINKS TO PRODUCTS OR SERVICES OF INDEPENDENT COMPANIES MAY APPEAR ON THE SITE. THESE REFERENCES AND LINKS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED.LOassist’s Satisfaction Guarantee is good for 10 days following your purchase. If you request a refund, the time it takes for your refund to arrive may depend on your bank. In most cases, you should receive your refund within 30 days. Certain circumstances are beyond LOassist´s control and may not be covered by the Satisfaction Guarantee. Please note that we cannot be responsible for: Spelling, punctuation or grammatical errors made by the customer, inferior quality or low-resolution of uploaded images, design errors introduced by the customer in the document creation process, errors in user-selected options such as choice of finish, quantity or product type, and damage to the products arising after delivery to the customer.

Please preview your designs carefully and correct any mistakes prior to placing your order. LOassist does not proof documents created by its customers prior to processing.

Limitation of Liability. IN NO EVENT SHALL LOASSIST OR ITS LICENSORS, SUPPLIERS, OR VENDORS, OR THE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS OF ANY OF THEM, BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR FOR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT LOASSIST HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGE, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE SITE OR PRODUCTS OR SERVICES SOLD THEREON, OR OF FAILURE TO PROVIDE PRODUCTS OR SERVICES THAT YOU ORDER FROM LOASSIST OR ITS AFFILIATES, INCLUDING WITHOUT LIMITATION, DAMAGES ARISING FROM MISTAKE, OMISSION, VIRUS, DELAY, OR INTERRUPTION OF SERVICE. IN NO EVENT SHALL LOASSIST BE LIABLE OR RESPONSIBLE FOR ANY DAMAGES OR CONSEQUENCES ARISING FROM OR RELATED TO YOUR INAPPROPRIATE OR UNAUTHORIZED USE OF THIS SITE OR ITS CONTENT OR OUR SUPPLIED PRODUCTS OR SERVICES.

Site Feedback. Any comments, suggestions, proposals or other feedback (collectively “Feedback Information”) provided to LOassist in connection with the operation or content of this Site shall be provided by the submitter and received by LOassist on a non-confidential basis. All such comments, suggestions, and other information shall become the exclusive property of LOassist. By submitting any such information to LOassist, you agree that you are transferring and assigning, at no charge, all of your right, title and interest in the information, including all copyrights and other intellectual property rights. You agree that LOassist shall be free to use such information on an unrestricted basis.

Governing Law.  This Agreement shall be governed by Virginia law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims, or causes of action arising out of or in connection with this Agreement or the Services shall be subject to the exclusive jurisdiction of the state and federal courts located in Richmond, Virginia.

 

Terms of Use – Social & Digital Media Services Subscriptions

 The LOassist Terms of Use (this “Agreement”) is a legal agreement between you, acting on behalf of yourself or your organization (”Subscriber”), and LOassist (“LOassist”).
By selecting the “I accept” box during LOassist account sign up you are agreeing on behalf of subscriber that you have read, and agree to comply with and be bound by, the terms of this agreement in their entirety without limitation or qualification as well as LOassist’s payment and refund policies and all applicable laws and regulations. If you are not authorized to so agree, or if subscriber does not agree to be bound by the terms and conditions of this agreement and LOassist payment and refund policies and to follow all applicable laws and regulations, do not subscribe.

  1. Definitions. In addition to the capitalized terms defined elsewhere in this Agreement, as used in this Agreement, the following capitalized terms have the meanings given to them in this Section 1.
    1.1.          “Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
    1.2.         “Data” means all data provided by Subscriber to LOassist, including Subscriber’s own Subscribers’ contact information.
    1.3.         “Improvements” means any improvement, refinement, enhancement, or other modification of, or any addition to, the service.
    1.4.          “Services” means the services provided to Subscriber in connection with its subscription, including services managed on Subscriber’s behalf and/or generating content to be distributed on behalf of Subscriber.
    1.6.          “Third-Party Applications” means technology, Web-based applications and offline software products that are provided by third parties, interoperate with the LOassist, and are not owned or created by LOassist.
    1.7.          “Subscriber Marks” means all proprietary marks (including, without limitation any trademarks, service marks, trade dress, or other marks or logos) of Subscriber or its Affiliates heretofore or hereinafter registered or used.
    1.8. “Posts” means any activity that distributes content, either original content created by LOassist or third-party content, on Subscribers social media and web assets. This may include a “post,” “tweet,” “pin,” “share,” “retweet,” “re-pin,” or other similar terminology to describe such as activity.
  2. LOassist Services.
    2.1.         Our Responsibilities. Subject to the terms and conditions of this Agreement, including without limitation Subscriber’s payment of the Fees due hereunder, LOassist shall use commercially reasonable efforts to make the perform the services advertised to Subscriber.  In addition, LOassist shall provide Subscriber with a reasonable amount of Services support during the Term.
    2.2.         Subscriber’s Responsibilities. Subscriber shall (i) be responsible for its compliance with this Agreement, (ii) be solely responsible for the accuracy, quality, integrity, and legality of Subscriber’s Data and of the means by which Subscriber acquired its Data, (iii) be responsible for reviewing and ensuring the accuracy of any content that is to be transmitted on its behalf, and (iv) be responsible for ensuring that sending of emails and other communications to persons or entities that are included in the Data complies with applicable laws, any applicable professional rules of conduct, and meets the standards and requirements set forth by Subscriber’s organization. Subscriber shall provide LOassist with all information, assistance and materials as reasonably required to activate and perform Services for Subscriber pursuant to this Agreement, including Subscriber’s logo, customer contact information, etc. LOassist recommends setting up Subscriber’s account on the same day as Subscriber’s first subscription payment.  In the event that a third party inquires about how LOassist acquired his or her information (an “Inquiring Party”), upon LOassist’s request, Subscriber will promptly provide all information requested by LOassist concerning or related to the source of the information for such Inquiring Party and the collection of his or her consumer information, including, without limitation, all information necessary in order to (i) identify the source of the information for such party and (ii) validate that such party opted-in to receiving marketing materials from third parties.  For third parties whose information is sourced through websites, such information will include, without limitation, (A) the website with respect to which such individual opted-in to receiving marketing materials from third parties (including the name of the owner of or other person hosting such website), (B) the date on which such individual accessed such website and (C) the IP address of the network utilized by such individual to access such website.  For information that is sourced through phone marketing, compiled data, email responses and other channels, such information will include, without limitation, (A) the channel through which such individual opted-in to receiving marketing materials from third parties (including the owner of or other person operating such channel or collecting such information), (B) the date on which such individual opted in, (C) and relevant identifying information to validate that such individual originated through the specified channel.  Notwithstanding anything to the contrary contained in this Agreement, LOassist shall be entitled to disclose to any Inquiring Party (y) that LOassist used his or her consumer information in conjunction with and as part of the provision of services to Subscriber and (z) all other information described under this Section.
    2.3.         Restrictions.  Subscriber shall not (a) use the Service as a service bureau or otherwise make the Services available to anyone other than Subscriber, (b) sell, resell, rent or lease the services or content thereto to any third party.
  3.  Fees; Payment.
    3.1.         Fees. In exchange for the provision of the Services, Subscriber agrees to pay LOassist all fees listed on the confirmation email sent to Subscriber or otherwise agreed to by Subscriber during the subscription process (“Fees”).  Subscriber agrees that (i) Fees are due and payable in United States dollars (ii) Fees are based only upon services rendered, and (iii) except as set forth in Section 17, payment obligations are non-cancelable and Fees paid are non-refundable. Fees are based on (a) monthly periods that begin on the subscription start date and each monthly anniversary thereof (or the last day of the applicable month if a given month does not have a corresponding day), or (b) annual periods that begin on the subscription start date and each yearly anniversary thereof (or the last day of the applicable month if a given month does not have a corresponding day.)
    3.2.         Invoicing and Payment. Subscriber will provide LOassist with valid and updated credit card information, or with an alternative payment method reasonably acceptable to LOassist. If Subscriber provides credit card information to LOassist, Subscriber authorizes LOassist to charge such credit for all Fees due hereunder. Such charges shall be made in advance, either monthly or annually. Subscriber is responsible for maintaining complete and accurate billing and contact information in its account.
  4. Suspension or Cancelation Services. If any amount owing by Subscriber under this or any other agreement for services is twenty-one (14) or more days past due, LOassist may, without limiting its other rights and remedies, suspend or cancel Subscriber’s services (including without limitation Subscriber’s access to all Data and content) until such amounts are paid in full.
  5. Taxes. Unless otherwise stated, Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes”). Subscriber is solely responsible for paying all Taxes associated with this Agreement. If LOassist has the legal obligation to pay or collect Taxes for which Subscriber is responsible under this paragraph, the appropriate amount shall be invoiced to and paid by Subscriber, unless Subscriber provides LOassist with a valid tax exemption certificate authorized by the appropriate taxing authority.
  6. License Grant.  Subscriber hereby grants to LOassist, under all of its applicable intellectual property rights, a world-wide, non-exclusive, royalty-free, license to use Data and Subscriber Marks in conjunction with the provision of the Services to Subscriber under this Agreement.  Further, Subscriber grants and agrees to grant to LOassist a non-exclusive, transferable license to use such Data (a) for statistical use (provided that such data is not disclosed if it is personally identifiable to Subscriber); (b) on an aggregated basis, for any lawful purpose (again, provided that such data is not disclosed if it is personally identifiable to Subscriber), and (b) as necessary to monitor and improve Services.
  7. Intellectual Property Ownership.
    7.1.         Ownership of the Works. All right, title, and interest in the Services, including technology and trade secrets and any custom developments created or provided in connection with or related to this Agreement, all copyrights, patents, trade secrets, trade dress, and other proprietary rights, and any derivative works thereof (including Improvements), shall belong solely and exclusively to LOassist or its licensors, and Subscriber shall have no rights whatsoever in any of the foregoing except as expressly set forth herein. All content and materials included as part of the Services, such as text, graphics, logos, button icons, images, audio clips, information, data, forms, photographs, graphs, videos, typefaces, graphics, music, sounds, and other material, and software (the “Works”) are the property of LOassist and are protected by copyrights, trademarks, trade secrets, or other proprietary rights, and these rights are valid and protected in all forms, media, and technologies existing now or hereinafter developed. Subscriber may not modify, remove, delete, augment, add to, publish, transmit, adapt, translate, participate in the transfer or sale of, create derivative works from, or in any way exploit any of the Works, in whole or in part. Any use other than as expressly contemplated herein, including the reproduction, modification, distribution, transmission, adaptations, translation, republication, display, or performance, of the Works is strictly prohibited.
    7.2.         Ownership and Use of Data. Subject to Section 6, as between LOassist and Subscriber, Subscriber exclusively owns all rights, title, and interest in and to all of its Data. LOassist will not use such Data for any purpose other than to provide the Services to Subscriber.
    7.3.         Suggestions. LOassist shall have and Subscriber hereby grants a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Services and any derivatives thereof any suggestions, enhancement requests, recommendations, or other feedback provided by Subscribers relating to the Services.
  8. Trademarks. The LOassist name and logo and other related names, design marks, product names, feature names, and related logos are trademarks of LOassist and may not be used, copied, or imitated, in whole or in part, without the express prior written permission of LOassist.
  9. Privacy. LOassist collects personal information in the course of providing the Services, which is subject to the terms of our Privacy Policy, a link to which is located at www.LOassist.com.
  10. Links to External Sites. Our website may contain links to other web sites. LOassist is not responsible for the availability of these external sites nor does it endorse the activities or services provided by these websites. Under no circumstances will LOassist be held responsible or liable, directly or indirectly, for any loss or damage caused or alleged to have been caused to a user in connection with the use of or reliance on any content, goods, or services available on such external websites.
  11. Third-Party Service Providers. Distribution of Services may include Third-Party Applications or may be fulfilled by third-party providers who are acting on behalf of LOassist. Subscriber acknowledges and agrees that LOassist may allow providers of those Third-Party Applications to access its Data as required for the interoperation of such Third-Parties in performance of Services.
  12. Warranties and Disclaimers.
    12.1.      Mutual Warranties. Each party represents and warrants that it has the legal power to enter into this Agreement.
    12.2.      Subscriber Warranties. Subscriber represents and warrants that the methods and practices used to collect Data provided to LOassist hereunder will at times be in compliance with U.S. or State laws, rules, and or regulations (including, without limitation, the CAN-SPAM Act (15 U.S.C. §§ 7701 – 7713), and all other applicable federal and state consumer protection laws) and any Subscriber privacy policies or statements, and that it has full right, power and authority, and all necessary consents, to provide and disclose the Data to LOassist for purposes of providing Services under this Agreement. Subscriber further represents and warrants that it has received all necessary licenses, permits, certifications and approvals (including for attorneys any necessary state bar licenses and specialty certifications) required by any governmental or certification authority to operate its business and to advertise, offer or provide its products and services (collectively, “Regulatory Approvals”), that it is in good standing and in compliance with any professional licensing organization that governs its business, and that it is not subject to any disciplinary or other proceedings that might invalidate its Regulatory Approvals or licensing status.
    12.3.      Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, LOassist MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND LOassist SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
  13. Mutual Indemnification.
    13.1.      Indemnification by LOassist. LOassist shall defend, hold harmless and indemnify Subscriber against any claim, demand, suit, cost (including attorney’s fees), penalties, investigation or proceeding (collectively, a “Claim”) made or brought against Subscriber by a third party alleging that the Services provided as permitted hereunder infringes or misappropriates the intellectual property rights of a third party, and shall indemnify Subscriber for any damages finally awarded against Subscriber in connection with any such Claim; provided, that Subscriber (a) promptly gives LOassist written notice of the Claim; (b) gives LOassist sole control of the defense and settlement of the Claim; and (c) provides LOassist all reasonable assistance, at Subscriber’s expense.
    13.2.      Indemnification by Subscriber. Subscriber shall defend, hold harmless and indemnify LOassist against any Claim made or brought against LOassist by a third party (a) alleging that Subscriber’s Data, or Subscriber’s use of the Data in violation of this Agreement, infringes or misappropriates the intellectual property rights of a third party or violates applicable law; (b) based on Subscriber’s products and services or claims or advertising related to Subscriber’s products and services, including any material on Subscriber’s website; (c) based on any failure to Subscriber to obtain Regulatory Approvals for its business, products or services; (d) based on any breach of any representation or warranty hereunder by Subscriber; or (e) in any other way relating to or arising from Subscriber’s Data, including but not limited to violations of CAN-SPAM, or a breach of Subscriber’s Responsibilities set forth in Section 2.3, and shall indemnify LOassist for any damages finally awarded against, and for reasonable attorneys fees incurred by, LOassist in connection with any such Claim; provided, that LOassist (i) promptly gives Subscriber written notice of the Claim; (ii) gives Subscriber sole control of the defense and settlement of the Claim (provided that Subscriber may not settle any Claim unless the settlement unconditionally release LOassist of all liability); and (iii) provides to Subscriber all reasonable assistance, at LOassist’s expense.
    13.3.      Exclusive Remedy. This Section 14 (Mutual Indemnification) states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of Claim described in this Section.
  14. Limitation of Liability. IN NO EVENT SHALL LOASSIST’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT PAID BY SUBSCRIBER HEREUNDER OR, WITH RESPECT TO ANY SINGLE INCIDENT, THE LESSER OF $10,000 OR THE AMOUNT PAID BY SUBSCRIBER HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT.
  15. Exclusion of Consequential and Related Damages. IN NO EVENT SHALL LOASSIST HAVE ANY LIABILITY TO SUBSCRIBER FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
  16. Confidentiality.
    16.1.      Definition of Confidential Information. As used herein, Confidential Information means all confidential information disclosed by a party (“Disclosing Party”) 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. Subscriber’s Confidential Information shall include its Data. Confidential Information of each party shall include the terms and conditions of this Agreement and all Order Forms, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information (other than Subscriber’s Data) 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, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
    16.2.      Protection of Confidential Information. Except as otherwise permitted in writing by the Disclosing Party, (i) the Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) the Receiving Party shall limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.
    16.3.      Protection of Subscriber Data. Without limiting the above, LOassist shall maintain appropriate administrative, physical, and technical safeguards designed to provide for protection of the security, confidentiality and integrity of Subscriber’s Data in accordance with the LOassist Privacy Policy.
    16.4.      Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.
  17. Term and Cancellation of Subscription.
    17.1.      Term. This Agreement will commence on the date listed on the confirmation email sent to Subscriber and, unless Subscriber is currently under a month-to-month subscription, will continue for a period of 12 months (the “Initial Term”) and will automatically renew for additional one-month terms (each, a “Renewal Term”) unless either party notifies the other party of its intent to not renew at least 30 days prior to the end of the Initial Term or the then current Renewal Term. The Initial Term and all such Renewal Terms are collectively referred to as the “Term.”
    17.2.      Cancellation of Subscription. If Subscriber elects to cancel its subscription to Services, Subscriber must call or email LOassist and speak with a Client Success Manager, who will confirm cancellation via email.   Cancellation and termination of this Agreement will be effective within 5 business days of receipt of the email LOassist reserves the right to suspend Subscriber’s Services and terminate this Agreement at any time upon notice to Subscriber.
    17.3.      Effect of Termination.  In no event shall termination relieve Subscriber of the obligation to pay any Fees payable to LOassist for the period prior to the effective date of termination.  If the effective date of termination is prior to the end of the subscription month, Fees for such partial month will be prorated. If Subscriber prepaid any Fees, LOassist will refund to Subscriber such prepaid Fees covering the remainder of the term of all subscriptions after the effective date of termination; provided that if Subscriber received a prepayment discount, the amount refunded will be less any applicable discount for the periods prior to the effective date of termination.
  18. General Provisions.
    18.1.      Governing Law; Venue. This Agreement shall be governed by Virginia law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims, or causes of action arising out of or in connection with this Agreement or the Services shall be subject to the exclusive jurisdiction of the state and federal courts located in Richmond, Virginia.
    18.2.      Waiver of Jury Trial. Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.
    18.3.      Export Compliance. Each party shall comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Services. Without limiting the foregoing, (i) each party represents that it is not named on any U.S. government list of persons or entities prohibited from receiving exports, and (ii) Subscriber shall not permit or use Services in violation of any U.S. export embargo, prohibition or restriction.
    18.4.      Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.
    18.5.      No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.
    18.6.      Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than 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.
    18.7.      Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.
    18.8.      Attorney Fees. Subscriber shall pay on demand all of LOassist’s reasonable attorney fees and other costs incurred by LOassist to collect any Fees or charges due LOassist under this Agreement.
    18.9.      Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety, without consent of the other party, to its Affiliate or in connection with any merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. A party’s sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non-assigning party’s election, termination of this Agreement upon written notice to the assigning party. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
    18.10.  Entire Agreement. This Agreement, including all exhibits and 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. To the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any exhibit or attachment hereto, the terms of this Agreement shall prevail.
    18.11.  Survival. Rights and obligations under this Agreement which by their nature should survive, including, but not limited to any and all payment obligations invoiced prior to the termination or expiration hereof, will remain in effect after termination or expiration hereof.
    18.12.  Amendment. This Agreement will not be changed, modified, or amended except by a writing executed by both parties or if Subscriber electronically accepts a subsequent agreement or amendment delivered by LOassist via our website.
    18.13.  Force Majeure. Neither party shall be in default for failing to perform any obligation hereunder, other than the payment of monies, if such failure is caused solely by supervening conditions beyond the parties’ respective control, including without limitation acts of God, civil commotion, strikes, terrorism, failure of third party networking equipment, failure of the public Internet, power outages, labor disputes or governmental demands or restrictions.

 

Design & Creative Services Terms of Use

These Terms of Use establish the terms under which LOassist performs design and other creative services projects (collectively, “Creative Services”). The general LOassist Terms of Use, available at www.LOassist.com, including all product-specific Terms of Use or Terms and Conditions referred to in the general LOassist Terms of Use, are incorporated by reference into and made a part of these Creative Services Terms of Use, except to the limited extent that any such Terms of Use or Terms and Conditions are expressly modified below.

By directly or indirectly requesting a Creative Services project from LOassist, you agree to be bound by these Terms of Use. Please read them, including the general LOassist Terms of Use and other Terms of Use and Terms and Conditions incorporated herein, carefully.. LOassist reserves the right to make changes to these Terms of Use and to the products and services offered by LOassist Creative Services at any time without prior notice. You should review these Terms of Use, and the incorporated LOassist Terms of Use, each time you access the Creative Services site.

Designs. If you upload, email, link (directly or indirectly) or otherwise refer LOassist to any text, images, designs, or other content for incorporation into your Creative Services project, you unconditionally guarantee, represent and warrant that you have all appropriate and necessary right and authority to use such text, images, designs, or other content and that LOassist’s provision of Creative Services will not infringe any trademark, copyright, or other right of any other party.

The designs and/or written copy (collectively, “Designs”) prepared by LOassist for you as part of your Creative Services project may have similarities to Designs prepared by LOassist for other parties. You are obtaining no right or claim of any kind to any individual Design (or any element thereof) provided by LOassist, and LOassist reserves the right to use the same or similar Design or elements thereof in other Creative Services projects or otherwise for other parties in the future. Except for the specific Creative Services project content provided to LOassist by you, all rights in all Creative Services work product, including without limitation both final Designs and all interim and draft Designs, are retained by LOassist.

Requirements. LOassist reserves the right, in LOassist’s sole discretion, to refuse to accept any Creative Services project or to terminate any Creative Services project prior to completion at any time and for any reason. You agree that LOassist shall have no liability of any kind to you or to any third party arising from such refusal or termination.

LOassist reserves the right to use any Designs and/or your finished Creative Services project products as sample work for advertising and promotional purposes and for internal purposes.

Projects may be cancelled within 3 days of the initial Designs being completed by the LOassist Creative Services team and placed in your LOassist account. If you do not cancel your Creative Services project within such 3-day period, you will be deemed to have accepted such Designs, and all amounts paid or payable by you for the Creative Services project will be nonrefundable.

It is your responsibility to provide images, or other content if needed to complete the project. You must contact LOassist with any changes, updates, or enhancements to the project you are requesting starting from date of sale.

You must call LOassist customer care at 1-888-351-2053 for any requests to cancel services.

Damages and Liabilities. LOassist disclaims and shall not be liable for any loss, injury, cost or damage suffered by customer or any third party, and shall in no event be liable for consequential, special, or indirect or incidental damages (including without limitation, damages for loss of business profits, business interruption, or loss of data), arising out of or in any way connected with the use of the Designs and any information available on or related to such Designs, and the delay or inability to use the LOassist site or any information, in each case even if LOassist has been advised of the possibility of such damages.

LOassist provides no warranty of any kind that any Design will not infringe, or be subject to a claim of infringing, the trademark or other rights of another party. It is solely your responsibility to obtain the advice of an attorney regarding whether any such Design is legally available for your use and does not infringe the rights of another party.

All delivery times are estimates only, and LOassist is not responsible for any late Creative Services projects and/or impact to customer’s business due to a late project and/or printing.

 

Email Marketing Terms and Conditions

 This Email Services Agreement (“Agreement”) is a binding and enforceable legal agreement between You the user, together with any company or other business entity You are representing, if any, and LOassist (“LOassist”). “Services” means, collectively, the provision of email marketing services (“Services”) and related services. “You” or “Your” refers to the person, entity or organization which is using services provided by LOassist, and any successor or assignee of same. You represent and warrant that You are authorized to enter into this Agreement. The general LOassist Terms of Use, available at https://www.LOassist.com, are incorporated by reference into and made a part of this Agreement, except to the limited extent that the general LOassist Terms of Use are expressly modified below. Your access to and use of the Services is further subject to the LOassist Privacy Policy which is available on LOassist’s website and is incorporated by reference herein.

YOU UNDERSTAND THAT BY AGREEING TO THIS AGREEMENT AND/OR BY USING THE SERVICES, YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT THAT BINDS YOU IN THE SAME WAY THAT A PAPER CONTRACT BINDS YOU. THIS AGREEMENT LIMITS LOASSIST LIABILITY AND OBLIGATIONS TO YOU TO THE TERMS SET FORTH HEREIN AND PERMITS LOASSIST TO CHANGE, SUSPEND, OR TERMINATE YOUR ACCESS TO AND USE OF THE SERVICES. YOU MUST ACCEPT, WITHOUT MODIFICATION, ALL OF THE TERMS, CONDITIONS, POLICIES AND INSTRUCTIONS REFERENCED IN THIS AGREEMENT IN ORDER TO ACCESS AND USE THE SERVICES. IF YOU DO NOT ACCEPT THIS AGREEMENT IN ITS ENTIRETY, YOU MAY NOT ACCESS OR USE THE SERVICES.

Use. You may use the Services only in and for Your own internal purposes and business operations. You may not use the Services as a service for any third party. No license or right to use, reproduce, translate, rearrange, modify, enhance, display, sell, lease, sublicense or otherwise distribute, transfer or dispose of the Services accessed by You hereunder, in whole or in part, is granted except as expressly provided by this Agreement.

Confidentiality. You acknowledge that the Services and any other information provided to You by LOassist incorporate confidential and proprietary information developed by, acquired by, or licensed to LOassist (“Confidential Information”). You will take (and will cause Your affiliates to take) all reasonable precautions necessary to safeguard the confidentiality of the Confidential Information. Neither You nor any of Your affiliates will make any unauthorized use of the Confidential Information or disclose, in whole or in part, any part of the Confidential Information to any individual or entity, except to those of Your employees or consultants who require access for Your authorized use of the Confidential Information and agree to comply with the use and nondisclosure restrictions applicable to the Confidential Information under this Agreement. You acknowledge that any unauthorized use or disclosure by You or any of Your affiliates of the Confidential Information may cause irreparable damage to LOassist. If LOassist becomes aware of Your breach or threatened breach of this Section 2, LOassist may suspend any and all rights granted to You under this Agreement and shall be entitled to injunctive relief, without the need of posting a bond, in addition to all legal or equitable relief that may be available to LOassist.

Indemnification. You shall indemnify and hold LOassist and its affiliates, and its and their officers, directors, employees, agents, licensors, and service providers (collectively, the “Indemnified Parties”) harmless from and against any claims, losses, damages, liabilities, costs or expenses of any nature (including reasonable attorney’s fees) suffered or incurred by any of them (“Liabilities”) to the extent that such are caused by or arise in connection with (i) a breach of any of Your obligations in this Agreement, (ii) any breach of Your representations and/or warranties contained in this Agreement, (iii) LOassist’s use, in connection with the performance of the Services hereunder, of any email addresses, Your end user information, or other information that LOassist obtains from You or any of Your affiliates for purposes of providing such Services, (iv) any content provided by You or any of Your affiliates, or (v) any emails, newsletters, or other materials sent out by You or any of Your affiliates using the Services. These obligations will survive any termination of Services, Your account and this Agreement hereunder.

Your Representations and Warranties. You represent and warrant to LOassist that:

No information or content delivered by You or any of Your affiliates to LOassist in support of this Agreement will infringe on any copyright, trademark, patent, trade secret or other proprietary right held by any third party.

You will not use the Services in a manner that violates any law or regulation. Neither You nor any of Your affiliates will use the Services for purposes of, or transmit via the Services, (i) any unlawful, fraudulent, libelous, defamatory, obscene, pornographic, profane, threatening, abusive or otherwise objectionable information, images, or other content of any kind, including without limitation any transmissions constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, national or foreign law, including without limitation the U.S. export control laws and regulations; (ii) any chain letters, pyramid schemes or other deceptive, misleading, and/or fraudulent content; (iii) any unsolicited commercial or non-commercial communication; (iv) any emails with deceptive, misleading or false subject lines or header information that makes it difficult to identify the initiator of the email; (v) any information containing a virus, Trojan horse, worm, or other harmful component; (vi) or any materials that would be deemed Prohibited Content under Section 5(f) of this Agreement.

Each list of email addresses provided to LOassist by You or any of Your affiliates consists solely of intended recipients who (i) can or will be categorized as an “opt-in” recipient by his, her or its agreement with You to receive such information via email, and (ii) has not or will not have notified You or any of Your affiliates of his, her or its desire not to receive email (i.e., no such person has “opted out” of the receipt of email with respect to You or Your products or services or any of Your affiliates or their products or services) (“Permission Based Lists”).

Email, Permission Practices, Image Hosting & Prohibited Content.

Subscriber Opt Out.

Every email message transmitted by the Services must contain an “unsubscribe” link that allows subscribers to remove themselves from Your mailing list. You acknowledge and agree that You will not remove, disable or attempt to remove or disable either link. You shall monitor and process unsubscribe requests received by You directly within 10 days of submission, and notify LOassist of the unsubscribed email addresses to which messages are sent through Your LOassist account. Under the CAN-SPAM Act of 2003, You acknowledge that You are responsible for maintaining and honoring the list of unsubscribe requests following termination of Your account and this Agreement.

Permission Practices.

You agree to provide, access or otherwise use only Permission Based Lists in connection with Your use of the Services. You hereby covenant and agree that You shall not use any other lists in connection with Your use of the Services. If You have used any feature of the Services that allows You to request a recipient to confirm that You have his or her permission to send emails to him or her, and such recipient has not responded or does not respond affirmatively to such request for confirmation, You agree that You shall not send emails to that recipient. Without limiting the foregoing, You agree that You shall not utilize the Services to send any commercial electronic mail message (as that term is defined in the CAN-SPAM Act of 2003) to any person who has opted out or otherwise objected to receiving such messages from You or another sender on whose behalf You may be acting. You cannot mail to distribution lists, newsgroups, or spam or unsolicited email addresses. You cannot copy a LOassist template or any other features or functionality from the Services and use them for any purpose other than sending email messages from the Services. Emails that You send through the Services may generate spam complaints from recipients. As a matter of privacy, LOassist may not share with You the email addresses of those who complain about Your email campaign. You are responsible for ensuring that Your email campaigns do not generate a number of spam complaints in excess of industry norms. LOassist, in its sole discretion, shall determine whether Your level of spam complaints is within industry norms, and its determination shall be final, binding and conclusive for all purposes under this Agreement. LOassist will terminate Your use of its Services if LOassist determines that Your level of spam complaints is higher than industry norms.

CAN-SPAN Act of 2003.

You shall use the Services only in compliance with this Agreement, the federal CAN-SPAM Act of 2003 and regulations thereunder and all other applicable U.S., state, local and international laws (including but not limited to policies and laws related to spamming, privacy, obscenity, or defamation, copyright and trademark infringement and child protective email address registry laws). Although LOassist has no obligation to monitor the content provided by You or Your use of the Services, LOassist may do so and may block any email messages, remove any such content or prohibit any use of the Services that LOassist believes may be (or is alleged to be) in violation of the foregoing.

Footers.

For every email message transmitted by the Services, You acknowledge and agree that LOassist may add an identifying footer stating “Email Marketing by LOassist,” “Powered by LOassist” or a similar message.

Images.

Images hosted by LOassist on LOassist controlled servers may only be used in connection with the Services and for no other purpose whatsoever. To the extent You use images provided by LOassist, LOassist hereby grants to You a limited, non-exclusive, non-transferable sublicense to use the images in an unaltered state solely in connection with Your use of the Services.

Prohibited Content.

LOassist prohibits the use of the Services by any person or entity that:

(i) Provides, sells or offers to sell any of the following products or content (or services related to the same): pornography or illicitly pornographic sexual products, including but not limited to magazines, video and software; escort services; illegal goods; illegal drugs; illegal drug contraband; pirated computer programs; instructions on how to assemble or otherwise make bombs, grenades or other weapons.

(ii) Displays or markets material that exploits children, or otherwise exploits children under 18 years of age.

(iii) Provides material that is grossly offensive, including blatant expressions of bigotry, prejudice, racism, hatred or excessive profanity or post any obscene, lewd, lascivious, filthy, excessively violent, harassing or otherwise objectionable content.

(iv) Posts or discloses any personally identifying information or private information about children without their consent (or their parents’ consent in the case of a minor).

(v) Sells or promotes any products or services that are unlawful in the location at which the content is posted or received.

(vi) Introduces viruses, worms, harmful code and/or Trojan horses on the Internet.

(vii) Promotes, solicits or participates in pyramid schemes.

(viii) Engages in any libelous, defamatory, scandalous, threatening, harassing activity.

(ix) Posts any content that advocates, promotes or otherwise encourages violence against any governments, organizations, groups or individuals or which provides instruction, information or assistance in causing or carrying out such violence.

(x) Provides content, including images, of authors, artists, photographers or others without the express written consent of the content owner.

Right to Disable Access.

LOassist, at its own discretion, may immediately disable Your access to the Services without refund if LOassist believes in its sole discretion that You have violated any of the policies listed above or elsewhere in this Agreement.

Outage Policy, Intended Recipients.

YOU ACKNOWLEDGE AND UNDERSTAND THAT LOASSIST DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE AND THAT LOASSIST MAY OCCASIONALLY EXPERIENCE “HARD OUTAGES” DUE TO INTERNET DISRUPTIONS THAT ARE NOT WITHIN ITS CONTROL. ANY SUCH HARD OUTAGE SHALL NOT BE CONSIDERED A BREACH OF THIS AGREEMENT. YOU FURTHER ACKNOWLEDGE AND UNDERSTAND THAT NOT ALL EMAIL MESSAGES SENT THROUGH USE OF THE SERVICES WILL BE RECEIVED BY THEIR INTENDED RECIPIENTS.

LOassist Proprietary Rights.

All trademarks, service marks, patents, copyrights, trade secrets, know-how, and other proprietary rights in or related to the Services, including, without limitation, LOassist, LOassist.com, the LOassist logo, and other LOassist owned or licensed logos and product and service names used in connection with the Services, are and will remain the sole and exclusive property of LOassist or its applicable licensors or service provider(s) (collectively, the “Service Marks”), whether or not specifically recognized or perfected under applicable law. You agree not to display or use the Service Marks in any manner whatsoever without LOassist’s prior written consent.

As part of the Services, LOassist may provide You with access to and use of graphics, photographs, images, document layouts, artwork, text, fonts, software tools, and similar design and graphical content (referred to herein as “Design Content”). To the extent LOassist provides You with access to and use of Design Content, LOassist grants You a non-exclusive, revocable, non-transferable, non-assignable, limited license to copy, use, reproduce, modify, and publish the Design Content for the sole purpose of creating, operating and transmitting emails through the Services. You acknowledge and agree that LOassist or its licensors own all legal right, title and interest in and to such Design Content, including any intellectual property rights. All rights in such Design Content are reserved worldwide and LOassist reserves all rights not expressly granted herein, including, without limitation, title, ownership, intellectual property rights, and all other rights and interest in the Design Content. It is strictly prohibited for You or any other third party to use, modify, retain, copy, distribute, transmit, publish, prepare derivative works of, or use any portion of the Design Content except as expressly allowed in this Agreement for the sole purpose of creating, operating and transmitting emails through the Services. LOassist is providing such Design Content to You only as a convenience, and the inclusion of such content does not imply endorsement by LOassist of such content. LOassist reserves the right to add to, delete from, modify or remove completely any part of the Design Content at any time without prior notice, but LOassist is not responsible for any failure or delay in doing so. Without limiting the generality of the foregoing, upon any termination of Your account and/or the Services, the foregoing license shall automatically terminate and You must immediately cease all use of and access to the Design Content.

LOassist or its applicable licensors or service provider(s) shall own all rights, title and interest, including all intellectual property rights, in and to any improvements to the Services or any new programs, upgrades, modifications or enhancements thereto, even if and to the extent any such refinements and improvements result from Your request. To the extent, if any, that ownership in such refinements and improvements does not automatically vest in LOassist or its applicable licensors or service provider(s) by virtue of this Agreement or otherwise, You hereby transfer and assign (and, if applicable, shall cause Your affiliates to transfer and assign) to LOassist or its applicable service provider(s) all rights, title, and interest which You or any of Your affiliates may have in to such refinements and improvements.

Your Proprietary Rights.

LOassist and its applicable service provider(s) may use Your trademarks and trade names (“Your Marks”) solely in connection with the authorized provision of the Services. Any other use of Your Marks shall be with Your prior written consent and subject to all written guidelines You provide regarding the use of Your Marks. By submitting ideas, concepts, inventions, or content to LOassist or using them in connection with the Services, You agree that such submission is non-confidential for all purposes. If You make any such submission, You agree that You will not send or transmit to LOassist or to any third party using the Services, any communication or content that infringes or violates any rights of any party. If You submit any business information, ideas, concepts or inventions or content to LOassist by email, You agree such submission is non-confidential for all purposes. If You make any submission to this web site or if You submit any business information, idea, concept or invention to LOassist by email, You automatically grant—or warrant that the owner of such content or intellectual property has expressly granted— LOassist a non-exclusive, royalty-free, perpetual, irrevocable, worldwide license to use, reproduce, create derivative works from, modify, publish, edit, translate, distribute, perform, and display such content in any manner.

LOassist does not claim ownership of the content that You provide to LOassist or through the Services, and LOassist acknowledges and agrees that, subject to the terms and conditions of this Agreement, You will retain any and all applicable copyright and other intellectual property rights in Your content. Notwithstanding the foregoing, You hereby grant LOassist a non-exclusive, worldwide, irrevocable, perpetual, unlimited, assignable, royalty-free, license to (i) copy, host, use, reproduce, modify, prepare derivative works of, improve, distribute, transmit, publish, remove, retain, add to, combine with information provided by third parties, and publicly display Your content (a) on and through the Services for the purpose of creating, operating and maintaining the Services and (b) in LOassist’s promotional and advertising materials for the limited purpose of promoting the Services, and (ii) sublicense to third parties Your content to the extent necessary for the creation, operation, and maintenance of, in part or in whole, the Services. You also hereby grant LOassist the perpetual and irrevocable right to delete any or all of Your content from LOassist’s servers, and the Services, whether intentionally or unintentionally, and for any reason or no reason, without any liability of any kind to You or any other person. You agree that even though You retain certain copyright or other intellectual property rights in Your content, You do not own the account used to access the Service, nor do You own any data stored on LOassist servers (including without limitation any data representing or embodying any or all of Your content). No compensation will be paid or due You with respect to LOassist’s or its sublicensee’s use of the materials as licensed in accordance with the foregoing terms. By submitting, posting, uploading, transmitting or otherwise making available any Your content or by posting messages, uploading files, inputting data, submitting any feedback or suggestions, or engaging in any other form of communication with or through the Services, You warrant and represent that You own or otherwise control the rights necessary to do so and to grant LOassist the license set forth above, and, pursuant to the terms set forth in Section 3, You will defend, indemnify and hold harmless LOassist and the other Indemnified Parties from any third party claim related to a breach of any of the foregoing representations and warranties.

Data Privacy and Security.

LOassist utilizes reasonable physical, electronic and procedural safeguards to help LOassist protect against the loss, misuse, disclosure and alteration of any of Your content or data that LOassist receives from You and any personal data LOassist receives from You about Your end users or customers (“End-User Data”). With respect to certain services provided pursuant to this Agreement as part of the Services, LOassist may act as Your data processor with respect to such End-User Data, in which case LOassist processes such End-User Data only in accordance with Your instructions. You are responsible for complying with all consumer protection and data privacy laws with respect to such End-User Data, and will indemnify, defend, and hold harmless LOassist and each other Indemnified Party from and against any and all Liabilities incurred by an Indemnified Party arising out of or related to Your failure to so comply.

Charges and Billing.

LOassist reserves the right to charge fees for the Services or any portion thereof and any applicable fees will be posted on the LOassist website. If You are required to pay a fee for all or any part of the Service for which You have chosen to subscribe, You hereby authorize LOassist to charge the designated valid financial account You provided to LOassist upon registration for the Services in advance for all applicable fees incurred by You in connection with Your account. Your account will automatically renew at the end of each applicable subscription period, unless Your account is terminated in advance of the end of the then-current subscription period. If there are any annual, monthly or similar periodic subscription fees associated with Your account, these fees will be billed automatically to Your designated valid financial account at the start of each renewal period, unless You terminate Your account before the relevant period begins. If You registered for the Services using a LOassist promotional code or discount, after the initial promotional period expires, Your subscription (base package and any purchased upgrades) will automatically be renewed and billing will continue at the then-current prices for the Services. You further acknowledge that it is Your responsibility to notify LOassist of any changes to Your valid designated financial account information, including, without limitation, updates to Your credit card number if Your credit card has expired, or Your account and access to the Services may be terminated or interrupted.

LOassist reserves the right to change any fees (which includes but is not limited to, increasing prices on existing or new services and charging a fee for upgrades and/or a service for which LOassist does not currently charge a fee) at any time and from time to time, provided, however, that LOassist will provide You with reasonable notice prior to making any fee changes to existing the Services. If You find any change to the pricing of the Services to be unacceptable for Your continued use of the Services, You are free to cancel the Services and terminate Your account at any time, but LOassist will not be obligated to refund any remaining portion of Your pre-paid fees when You cancel such the Services.

You agree to pay Your account balance when due. You also agree to pay any taxes, including sales, use, value added or other similar taxes, resulting from Your use of the Services. You are responsible and liable for any fees, including attorney and collection fees, that LOassist may incur in its efforts to collect any remaining balances due from You. This Section 10 shall in no way limit any other remedies available to LOassist at law or in equity. You also acknowledge and agree that You will be billed for and will pay any outstanding balances if Your Account is terminated due to Your breach of this Agreement. You must notify LOassist of any billing problems or discrepancies within sixty (60) days after they first appear on Your designated financial account statement. If You do not notify LOassist within sixty (60) days, You waive any right to dispute such problems or discrepancies.

Limitation of Liability.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR OTHERWISE, IN NO EVENT SHALL LOASSIST AND/OR ITS AFFILIATES, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL, OR ANY OTHER DAMAGES OF ANY KIND, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF USE, DATA, OR PROFITS (HOWEVER ARISING, INCLUDING NEGLIGENCE) EVEN IF LOASSIST OR ANY OF SUCH PARTIES HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. IN ADDITION, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING OR ANY OTHER PROVISION IN THIS AGREEMENT, IN NO EVENT SHALL LOASSIST AND/OR ITS AFFILIATES, LICENSORS, OR SUPPLIERS BE LIABLE IN ANY RESPECT ARISING OUT OF OR IN CONNECTION WITH (A) THE USE OR INABILITY TO USE THE SERVICES, (B) THE PROVISION OF OR FAILURE TO THE SERVICES, (C) ANY OF YOUR CONTENT OR OTHER INFORMATION, SOFTWARE, PRODUCTS, SERVICES OR RELATED GRAPHICS OBTAINED OR PROVIDED THROUGH THE SERVICE OR OTHERWISE ARISING OUT OF THE CREATION, USE OR MAINTENANCE OF THE SERVICES, OR (D) YOUR STATEMENTS OR CONDUCT BY YOUR OR ANY THIRD PARTY ON OR WITH RESPECT TO THE SERVICES. THE FOREGOING DISCLAIMER OF LIABILITY IS EFFECTIVE WITHOUT REGARD TO THE FORM OF ANY ACTION, INCLUDING, BUT NOT LIMITED TO, CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR ANY OTHER THEORY. IN NO EVENT SHALL LOASSIST’S AGGREGATE LIABILITY TO YOU AND/OR ANY THIRD PARTY ARISING FROM OR RELATING TO THIS AGREEMENT EXCEED THE AMOUNT YOU ACTUALLY PAID TO LOASSIST UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE DATE THE CLAIM AROSE OR FIVE HUNDRED DOLLARS ($500.00), WHICHEVER IS LESS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER LOASSIST NOR ANY OF ITS AFFILIATES, LICENSORS, OR SUPPLIERS IS OR SHALL BE RESPONSIBLE FOR ANY OF YOUR CONTENT OR OTHER DATA RESIDING ON OR ARISING FROM THE SERVICES, OR ANY HARDWARE OF LOASSIST OR ITS SUPPLIERS. IT IS YOUR RESPONSIBILITY TO TAKE THE NECESSARY STEPS TO ENSURE THAT YOUR PRIMARY MEANS OF BUSINESS IS MAINTAINED (IF APPLICABLE). THIS LIMITATION OF LIABILITY DOES NOT APPLY TO DAMAGES INCURRED BY WILFULL MISCONDUCT BY LOASSIST OR LOASSIST’S AGENTS.

User Registration/Privacy Policy.

In order for You to participate in the Services, LOassist will require You to provide specific information about Yourself and (if applicable) Your business. You agree to provide true, accurate and complete information and to refrain from impersonating or falsely representing Your affiliation with any person or entity. You shall maintain with LOassist a valid email address for Yourself at all times. You shall be responsible for maintaining the confidentiality of Your account and password and shall be responsible for any and all transactions by users given access to such account or password and any and all consequences of use or misuse of such account and password. You shall be responsible for all actions by such users, including without limitation present and former employees, partners, agents and representatives, and shall indemnify LOassist for such actions as set forth in Section 3.

Any information supplied by You upon registering for the Services and any other information supplied by You about Yourself and/or Your business is subject to LOassist’s Privacy Policy. You should review the LOassist Privacy Policy, a copy of which is available on the LOassist website. LOassist reserves the right to update or change the Privacy Policy from time to time in its sole discretion.

Termination.

You may terminate this Agreement at any time by calling LOassist customer support. YOU ARE RESPONSIBLE FOR TERMINATING YOUR ACCOUNT AND THIS AGREEMENT AND LOASSIST IS NOT RESPONSIBLE FOR YOUR FAILURE TO PROPERLY TERMINATE YOUR ACCOUNT AND THIS AGREEMENT AND ANY CHARGES AND FEES YOU INCUR AS A RESULT OF YOUR FAILURE TO PROPERLY TERMINATE YOUR ACCOUNT AND THIS AGREEMENT. Upon confirmation of such cancellation, You will forfeit all credits, pre-paid fees, and any other amounts accruing to You, if any, and LOassist shall not be required to refund, redeem, or pay any such or other amounts to You. LOassist also reserves the right to collect fees incurred before You cancel Your account in addition to any applicable cancellation fee(s).

LOassist, in its sole discretion, may terminate, disable or suspend Your account and Your use of and access to the Services, at any time and for any reason, including, without limitation, (i) if You breach this Agreement, including, without limitation, due to (X) Your failure to make any required payments to LOassist when due, or (Y) Your failure to comply with the conduct rules set forth in this Agreement, including without limitation Sections 4 and 5 above; (ii) if LOassist is unable to verify or authenticate any information that You provide to LOassist; (iii) LOassist concludes in its sole discretion that Your use of or access to the Services may result in liability to LOassist or its suppliers or licensors, or (iv) upon Your bankruptcy or insolvency. If LOassist terminates Your account pursuant to (i), (ii), (iii) or (iv) above, You will forfeit all credits, pre-paid fees, and any other amounts accruing to You, if any, and LOassist shall not be required to refund, redeem, or pay any such or other amounts to You. LOassist shall have no liability to You or any third party because of such termination or action.

Upon cancellation or other termination of Your account for any reason, LOassist shall (i) collect all fees, commitments and obligations incurred or accrued by You; (ii) delete Your content, subscriber or campaign data, listings, messages or other information in connection with Your Account and Your use of or access to the Services; and (iii) prohibit Your access to and use of Your Account and the Services, including without limitation by deactivating Your password. In no event shall LOassist be required to return any of Your content to You upon any such termination. LOassist is not responsible for any damages to or losses incurred by You or any third party in the event You choose to cancel Your account and LOassist takes any of the above actions. After cancellation or termination, You shall process all unsubscribe requests within 30 days of Your last email campaign. LOassist will provide upon request the list of unsubscribe requests from Your account. Under the CAN-SPAM Act of 2003, You acknowledge that You are responsible for maintaining and honoring the list of unsubscribe requests following termination of Your account and this Agreement. All sections of this Agreement that by their nature should survive termination will survive termination, including, without limitation, ownership, warranty disclaimers and limitations of liability.

Upon cancellation or other termination of Your account for any reason, LOassist shall (i) collect all fees, commitments and obligations incurred or accrued by You; (ii) delete Your content, subscriber or campaign data, listings, messages or other information in connection with Your Account and Your use of or access to the Services; and (iii) prohibit Your access to and use of Your Account and the Services, including without limitation by deactivating Your password. In no event shall LOassist be required to return any of Your content to You upon any such termination. LOassist is not responsible for any damages to or losses incurred by You or any third party in the event You choose to cancel Your account and LOassist takes any of the above actions. After cancellation or termination, You shall process all unsubscribe requests within 30 days of Your last email campaign. LOassist will provide upon request the list of unsubscribe requests from Your account. Under the CAN-SPAM Act of 2003, You acknowledge that You are responsible for maintaining and honoring the list of unsubscribe requests following termination of Your account and this Agreement. All sections of this Agreement that by their nature should survive termination will survive termination, including, without limitation, ownership, warranty disclaimers and limitations of liability.

 

Terms of Use for Mailing Services

These Terms of Use establish the terms under which LOassist will perform your Postcard Mailing project. The general LOassist Terms of Use, available at https://www.LOassist.com are incorporated by reference into and made a part of these Postcard Mailing Terms of Use, except to the limited extent that the general LOassist Terms of Use are expressly modified below.

By requesting a Postcard Mailing project from LOassist, you agree to be bound by these Terms of Use. Please read them, and the general LOassist Terms of Use incorporated herein, carefully. If you do not wish to be bound by the Terms of Use, LOassist will not be able to perform Postcard Mailing for you.

All mailing delivery dates are estimates, not guarantees. LOassist’s responsibility is limited to preparing your mailing and completing delivery to the U.S. Postal Service (“USPS”). In no event shall LOassist be liable for USPS performance failures or delivery delays. LOassist also will not be liable to you or any third party for any additional services performed outside of LOassist, including but not limited to other third party mail delivery services.

LOassist shall be liable for printing and covered mailing errors only to the extent of re-mailing a correction or corrected job as soon as reasonably practicable, and allowable damages shall be limited to the value of the printing work performed. Postage is never refundable once the mail piece has been processed for mailing. In no case will LOassist be liable to you for loss of business or profits; incidental or consequential damages; or costs in excess of billing for services related to the specific job, whether as a result of errors, mistakes or failure by LOassist to perform services, or otherwise.

Postal regulations are subject to change, and you are responsible for complying with current mailing restrictions. Please note that we have created file preparation guidelines and product templates to assist you in creating print-ready files.

LOassist reserves the right, in LOassist’s sole discretion, to refuse to accept any Postcard Mailing project or to terminate any Postcard Mailing project prior to completion at any time and for any reason. You agree that LOassist shall have no liability of any kind to you or to any third party arising from such refusal or termination.

LOassist reserves the right to make changes to these Terms of Use and to the services offered by LOassist Postcard Mailing at any time without prior notice. You should review these Terms of Use, and the incorporated LOassist Terms of Use, each time you access the Postcard Mailing site.