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Terms of Use
Terms of Use
Last updated: 03/18/2017
Thank you for using LodDepot!
LodDepot. (“LodDepot,” “we,” “us,” or “our”) owns and operates the LodDepot B2B Warehouse Solution service made available to you through our website located at www.loddepot.com and mobile applications (collectively, the “Service”). These Terms of Use state the terms and conditions under which you may use the Service. Please read these Terms of Use carefully.
BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.
You may not access the Services if You are Our direct competitor, except with Our prior written consent. In addition, You may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
This Agreement was last updated on May 18, 2017. It is effective between You and Us as of the date of You accepting this Agreement.
Table of Contents
1. The Service
2. Company Account; Active Seats; Authorized Users
3. Fees
4. Referral Credits
5. Intellectual Property
6. Unsolicited Information
7. Disclaimer and Limitation of Liability
8. External Sites
9. Indemnification
10. Term and Termination
11. Miscellaneous
1. The Service
The Service allows companies who sell wholesale to manage customer, product, order and other information using a set of mobile and web-based software applications.
Your initial subscription to the Service is provided as a free trial subscription that will last for the period of time specified when you create a Company Account (as defined below) (the “Trial Period”). Upon expiration of the Trial Period, you will have the option of continuing your subscription (the “Paid Subscription”), subject to payment of the applicable fees described below.
2. Company Account; Account Users
You will be required to identify specific employees and/or independent contractors of yours who you wish to allow to use the Service (each, an “Account User”). For each Account User, you will be required to provide us with a first name, last name, email address, user information, and log in password. (the “Account User Information”). You will ensure that all Account Users are made aware of and comply with these Terms of Use, and you will be responsible for any breach of these Terms of Use by any Account User. During the Trial Period, you are permitted to access the specified subscription package. Your Company Account will also receive the applicable allocation of Account Users and of Device Sessions as described in the section entitled “Device Sessions” below.
3. Fees
3.1 Paid Subscription. Should you choose to continue using the Service beyond the Trial Period, you will be required to select a Paid Subscription package. Your Company Account will then receive access to the products associated with your subscription. You must pay the fee applicable to the Paid Subscription package based on the selected plan. Complete details on the various Paid Subscription packages available to you and the applicable fees are made available to you and selected by you during registration of the Company Account. We may change the fees at any time upon notice to you. All payment obligations are non-cancelable and all fees paid are non-refundable.
All Paid Subscriptions are set up to automatically renew at the end of the subscription period for additional periods equal to the expiring subscription period or one (1) year (whichever is shorter), unless either party gives the other notice of non-renewal before the end of the relevant subscription period. The pricing for any automatic renewal period will be the same as that during the immediately prior subscription period, unless we have given you notice of a price increase.
If and when you elect to continue using the Service through a Paid Subscription, you will be required to provide us with valid credit card information, or with a valid purchase order or alternative document reasonably acceptable to us, for purposes of processing payment for the Paid Subscription. If you provide credit card information, you warrant and represent that you have the authority to provide us with such credit card information, and you authorize us to bill you Account based on selected payment frequency. All charges will be made in advance of the applicable Paid Subscription period. If we agree that payment may be made by a method other than a credit card, we will invoice you in advance of the applicable Paid Subscription period, and all invoiced charges are due net thirty (30) days from the invoice date. You are responsible for providing complete and accurate billing and contact information to us and for notifying us of any changes to such information.
3.2 Upgrading an Existing Paid Subscription. You are able to purchase upgrades to your Paid Subscription at any time. When purchasing an upgrade, the charge is calculated as the difference between the charges for the upgraded subscription over the current subscription’s period and the amount that has already been paid for that subscription. The new charges are pro-rated to account for the period of the subscription that has already passed. For example, if you had already paid $100 for a monthly Paid Subscription and 15 days into a 30-day month you added upgrades that increase the total monthly cost to $150, you would be billed an additional $25 for the current month ($50 monthly difference multiplied by 15/30 to prorate for the 15 days remaining in the current billing cycle) and then $150 each month after that when the Paid Subscription is renewed.
3.3 Downgrading an Existing Paid Subscription. If you wish to downgrade your Paid Subscription, you can modify your existing subscription through the subscription plan page or contact LodDepot so that it will renew with the reduced rights when the current subscription period expires. If you choose to downgrade an existing Paid Subscription, you must do so before the end of the current subscription period. Any fees that are incurred due to failure to downgrade your subscription before automatic renewal takes place are non-refundable.
4. Referral Credits
You may be eligible to earn credits by referring friends and colleagues to use the Service. The credit(s) are earned when the person(s) you refer makes their first subscription payment to us. For more information on referral credits, please see our Referral Policy, located on the LodDepot website.
5. Intellectual Property
5.1 LodDepot Content. The Service contains material, such as software, text, graphics, images, and other material provided by or on behalf of LodDepot (collectively referred to as the “LodDepot Content”). The LodDepot Content may be owned by us or our licensors, and is protected under both United States and foreign laws. The LodDepot Content may include our trademarks, service marks, and logos, which are registered and/or unregistered trademarks or service marks of ours. As between you and us, we retain all right, title and interest in and to the LodDepot Content. You are granted a non-exclusive, limited right to access and use the Service in accordance with the terms and conditions of these Terms of Use. Except for the limited right granted in the immediately preceding sentence, you are not granted any rights in or to the Service or any of the LodDepot Content.
5.2 Your Content. You and your Account Users may create content through the Service, including, without limitation, customer information, product descriptions and orders (hereinafter, “Your Content”). You retain all right, title and interest in and to Your Content. However, you hereby grant us an irrevocable, non-exclusive, worldwide, royalty-free, sublicensable, transferable license to use Your Content as reasonably necessary for us to provide the Service. You warrant and represent that you have the right to provide us with Your Content and that none of Your Content infringes upon, misappropriates or violates any third party rights.
6. Unsolicited Information
By submitting any unsolicited information and materials, including comments, ideas, questions, designs, and other similar communications (collectively, “Unsolicited Information”) to us, you agree to be bound by the following terms and conditions. If you do not agree with these terms and conditions, you should not provide us with any Unsolicited Information. All Unsolicited Information will be considered NON-CONFIDENTIAL and NON-PROPRIETARY. We, or any of our affiliates, may use such communication or material for any purpose whatsoever, including, but not limited to, reproduction, disclosure, transmission, publication, broadcast, and further posting. Further, we and our affiliates are free to use any ideas, concepts, know-how, or techniques contained in any communication or material you send to us for any purpose whatsoever, including, but not limited to, developing, manufacturing, and marketing products. By submitting any Unsolicited Information, you are granting us a perpetual, royalty-free and irrevocable right and license to use, reproduce, modify, adapt, publish, translate, distribute, transmit, publicly display, publicly perform, sublicense, create derivative works from, transfer and sell such Unsolicited Information and to use your name and other identifying information in connection with such Unsolicited Information.
7. Disclaimer and Limitation of Liability
YOU ACKNOWLEDGE AND AGREE THAT THE SERVICE, INCLUDING, WITHOUT LIMITATION, ALL LODDEPOT CONTENT IS PROVIDED “AS IS,” “AS AVAILABLE”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NONE OF LODDEPOT, ITS AFFILIATES, SUBSIDIARIES, OR ITS OR THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS (COLLECTIVELY, THE “LODDEPOT PARTIES”) WARRANT THAT THE SERVICE WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. NONE OF THE LODDEPOT PARTIES SHALL BE LIABLE FOR ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO OR USE OF THE SERVICE. YOUR USE OF THE SERVICE IS ENTIRELY AT YOUR OWN RISK. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SERVICE IS TO STOP USING THE SERVICE.
NONE OF THE LODDEPOT PARTIES ENDORSE ANY THIRD PARTY PRODUCT THAT IS THE SUBJECT OF ANY ORDER PLACED THROUGH THE SERVICE. THE SERVICE MERELY ACTS AS A VENUE THAT ALLOWS COMPANIES TO PLACE AND RECEIVE ORDERS OF THIRD PARTY PRODUCTS. NONE OF THE LODDEPOT PARTIES IS A PARTY TO, OR HAS ANY RESPONSIBILITY OR LIABILITY WITH RESPECT TO, ANY TRANSACTION, COMMUNICATION OR INTERACTION BETWEEN USERS OF THE SERVICE OR FOR ANY PRODUCTS THAT ARE THE SUBJECT OF ANY ORDER MADE USING THE SERVICE, INCLUDING WITHOUT LIMITATION, ANY PERSONAL INJURY OR PROPERTY DAMAGE. NONE OF THE LODDEPOT PARTIES IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SERVICE. WE EXPRESSLY DISCLAIM ANY AND ALL LIABILITY IN CONNECTION WITH THE FOREGOING.
IN NO EVENT SHALL ANY LODDEPOT PARTY BE LIABLE FOR SPECIAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, REVENUES OR SAVINGS, EVEN IF SUCH LODDEPOT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. IN NO EVENT SHALL THE TOTAL CUMULATIVE LIABILITY OF THE LODDEPOT PARTIES FOR DIRECT DAMAGES ARISING UNDER THESE TERMS OF USE OR RELATING THERETO EXCEED AN AMOUNT EQUAL TO THE FEES PAID BY YOU TO US IN THE SIX (6) MONTHES IMMEDIATLEY PRECEDING THE CLAIM. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR NEGLIGENCE, CONSEQUENTIAL, INCIDENTAL OR OTHER DAMAGES, IN SUCH JURISDICTIONS THE LODDEPOT PARTIES’ LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.
8. External Sites
The Service may contain links to third-party websites (“External Sites”), but we do not endorse and we are not responsible for the content of any linked External Sites. Please refer to the terms of use and privacy policies of the External Sites for more information.
9. Indemnification
You agree to defend, indemnify, and hold the LodDepot Parties harmless from and against any and all claims, actions, or demands and relating costs, damages and liability (including, without limitation, reasonable attorneys’ fees) arising or resulting from:: (i) your or any Account User’s breach of these Terms of Use; (ii) your or any Account User’s access to, use, or misuse of the Service; (iii) any of Your Content provided by you or any Account User; (iv) your or any Account User’s violation of any third-party right, including without limitation any intellectual property, or privacy right; and (v) any claims brought against any LodDepot Party by another user of the Service as a result of any of your or any Account User’s acts or omissions.
10. Term and Termination
10.1 Term of Agreement. This Agreement commences on the date You first accept it and continues until all subscriptions hereunder have expired or have been terminated.
10.2 Termination. A party may terminate this Agreement for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
10.3 Refund or Payment upon Termination. If this Agreement is terminated by You in accordance with Section 10.2 (Termination), We will refund You any prepaid fees covering the remainder of the term of all Order Forms after the effective date of termination. If this Agreement is terminated by Us in accordance with Section 10.2, You will pay any unpaid fees covering the remainder of the term of all Order Forms. In no event will termination relieve You of Your obligation to pay any fees payable to Us for the period prior to the effective date of termination.
11. Miscellaneous
The Service is based in the United States. We make no claims concerning whether the Service may be appropriate for use outside of the United States. If you access the Service from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction. In the event that any portion of these Terms of Use is held to be invalid or unenforceable, then such portion shall be construed in accordance with the applicable law as nearly as possible to reflect the original intentions of the parties, and the remainder of these Terms of Use shall remain in full force and effect. This section and the sections entitled Intellectual Property, Unsolicited Information, Disclaimer and Limitation of Liability and Indemnification shall survive the termination of these Terms of Use. You may not assign these Terms of Use. No waiver shall be effective unless in writing. Neither the course of conduct between parties nor trade practice shall act to modify any provision of these Terms of Use. These Terms of Use shall be governed by and construed in accordance with the laws of the State of New York. Except for proceedings commenced by us to protect our intellectual property or confidential information which may be brought in any court of competent jurisdiction, the parties mutually agree that any and all disputes arising hereunder shall be resolved exclusively by state or federal courts located in New York, New York. These Terms of Use contain the entire agreement of the parties concerning its subject matter, and supersede all existing agreements and all other oral, written or other communication between the parties concerning the subject matter.
If this document is signed electronically, You consent and agree that your clicking of the “I ACCEPT” button or otherwise affixing your electronically executing an order form that references this agreement, constitutes your signature, acceptance, and agreement under the United States federal E-SIGN legislation and that such electronic signature will meet the requirements of an original signature as if actually signed by you in writing. Further, you agree that no certification authority or other third-party verification is necessary to the enforceability of your signature. At our request, any electronically signed document must be re-executed in original form by you. No party hereto may raise the use of an electronic signature as a defense to the enforcement of these Terms of Use or any amendment or other document executed in compliance with these Terms of Use.
Thank you for using LodDepot!
LodDepot. (“LodDepot,” “we,” “us,” or “our”) owns and operates the LodDepot B2B Warehouse Solution service made available to you through our website located at www.loddepot.com and mobile applications (collectively, the “Service”). These Terms of Use state the terms and conditions under which you may use the Service. Please read these Terms of Use carefully.
BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.
You may not access the Services if You are Our direct competitor, except with Our prior written consent. In addition, You may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
This Agreement was last updated on May 18, 2017. It is effective between You and Us as of the date of You accepting this Agreement.
Table of Contents
1. The Service
2. Company Account; Active Seats; Authorized Users
3. Fees
4. Referral Credits
5. Intellectual Property
6. Unsolicited Information
7. Disclaimer and Limitation of Liability
8. External Sites
9. Indemnification
10. Term and Termination
11. Miscellaneous
1. The Service
The Service allows companies who sell wholesale to manage customer, product, order and other information using a set of mobile and web-based software applications.
Your initial subscription to the Service is provided as a free trial subscription that will last for the period of time specified when you create a Company Account (as defined below) (the “Trial Period”). Upon expiration of the Trial Period, you will have the option of continuing your subscription (the “Paid Subscription”), subject to payment of the applicable fees described below.
2. Company Account; Account Users
You will be required to identify specific employees and/or independent contractors of yours who you wish to allow to use the Service (each, an “Account User”). For each Account User, you will be required to provide us with a first name, last name, email address, user information, and log in password. (the “Account User Information”). You will ensure that all Account Users are made aware of and comply with these Terms of Use, and you will be responsible for any breach of these Terms of Use by any Account User. During the Trial Period, you are permitted to access the specified subscription package. Your Company Account will also receive the applicable allocation of Account Users and of Device Sessions as described in the section entitled “Device Sessions” below.
3. Fees
3.1 Paid Subscription. Should you choose to continue using the Service beyond the Trial Period, you will be required to select a Paid Subscription package. Your Company Account will then receive access to the products associated with your subscription. You must pay the fee applicable to the Paid Subscription package based on the selected plan. Complete details on the various Paid Subscription packages available to you and the applicable fees are made available to you and selected by you during registration of the Company Account. We may change the fees at any time upon notice to you. All payment obligations are non-cancelable and all fees paid are non-refundable.
All Paid Subscriptions are set up to automatically renew at the end of the subscription period for additional periods equal to the expiring subscription period or one (1) year (whichever is shorter), unless either party gives the other notice of non-renewal before the end of the relevant subscription period. The pricing for any automatic renewal period will be the same as that during the immediately prior subscription period, unless we have given you notice of a price increase.
If and when you elect to continue using the Service through a Paid Subscription, you will be required to provide us with valid credit card information, or with a valid purchase order or alternative document reasonably acceptable to us, for purposes of processing payment for the Paid Subscription. If you provide credit card information, you warrant and represent that you have the authority to provide us with such credit card information, and you authorize us to bill you Account based on selected payment frequency. All charges will be made in advance of the applicable Paid Subscription period. If we agree that payment may be made by a method other than a credit card, we will invoice you in advance of the applicable Paid Subscription period, and all invoiced charges are due net thirty (30) days from the invoice date. You are responsible for providing complete and accurate billing and contact information to us and for notifying us of any changes to such information.
3.2 Upgrading an Existing Paid Subscription. You are able to purchase upgrades to your Paid Subscription at any time. When purchasing an upgrade, the charge is calculated as the difference between the charges for the upgraded subscription over the current subscription’s period and the amount that has already been paid for that subscription. The new charges are pro-rated to account for the period of the subscription that has already passed. For example, if you had already paid $100 for a monthly Paid Subscription and 15 days into a 30-day month you added upgrades that increase the total monthly cost to $150, you would be billed an additional $25 for the current month ($50 monthly difference multiplied by 15/30 to prorate for the 15 days remaining in the current billing cycle) and then $150 each month after that when the Paid Subscription is renewed.
3.3 Downgrading an Existing Paid Subscription. If you wish to downgrade your Paid Subscription, you can modify your existing subscription through the subscription plan page or contact LodDepot so that it will renew with the reduced rights when the current subscription period expires. If you choose to downgrade an existing Paid Subscription, you must do so before the end of the current subscription period. Any fees that are incurred due to failure to downgrade your subscription before automatic renewal takes place are non-refundable.
4. Referral Credits
You may be eligible to earn credits by referring friends and colleagues to use the Service. The credit(s) are earned when the person(s) you refer makes their first subscription payment to us. For more information on referral credits, please see our Referral Policy, located on the LodDepot website.
5. Intellectual Property
5.1 LodDepot Content. The Service contains material, such as software, text, graphics, images, and other material provided by or on behalf of LodDepot (collectively referred to as the “LodDepot Content”). The LodDepot Content may be owned by us or our licensors, and is protected under both United States and foreign laws. The LodDepot Content may include our trademarks, service marks, and logos, which are registered and/or unregistered trademarks or service marks of ours. As between you and us, we retain all right, title and interest in and to the LodDepot Content. You are granted a non-exclusive, limited right to access and use the Service in accordance with the terms and conditions of these Terms of Use. Except for the limited right granted in the immediately preceding sentence, you are not granted any rights in or to the Service or any of the LodDepot Content.
5.2 Your Content. You and your Account Users may create content through the Service, including, without limitation, customer information, product descriptions and orders (hereinafter, “Your Content”). You retain all right, title and interest in and to Your Content. However, you hereby grant us an irrevocable, non-exclusive, worldwide, royalty-free, sublicensable, transferable license to use Your Content as reasonably necessary for us to provide the Service. You warrant and represent that you have the right to provide us with Your Content and that none of Your Content infringes upon, misappropriates or violates any third party rights.
6. Unsolicited Information
By submitting any unsolicited information and materials, including comments, ideas, questions, designs, and other similar communications (collectively, “Unsolicited Information”) to us, you agree to be bound by the following terms and conditions. If you do not agree with these terms and conditions, you should not provide us with any Unsolicited Information. All Unsolicited Information will be considered NON-CONFIDENTIAL and NON-PROPRIETARY. We, or any of our affiliates, may use such communication or material for any purpose whatsoever, including, but not limited to, reproduction, disclosure, transmission, publication, broadcast, and further posting. Further, we and our affiliates are free to use any ideas, concepts, know-how, or techniques contained in any communication or material you send to us for any purpose whatsoever, including, but not limited to, developing, manufacturing, and marketing products. By submitting any Unsolicited Information, you are granting us a perpetual, royalty-free and irrevocable right and license to use, reproduce, modify, adapt, publish, translate, distribute, transmit, publicly display, publicly perform, sublicense, create derivative works from, transfer and sell such Unsolicited Information and to use your name and other identifying information in connection with such Unsolicited Information.
7. Disclaimer and Limitation of Liability
YOU ACKNOWLEDGE AND AGREE THAT THE SERVICE, INCLUDING, WITHOUT LIMITATION, ALL LODDEPOT CONTENT IS PROVIDED “AS IS,” “AS AVAILABLE”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NONE OF LODDEPOT, ITS AFFILIATES, SUBSIDIARIES, OR ITS OR THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS (COLLECTIVELY, THE “LODDEPOT PARTIES”) WARRANT THAT THE SERVICE WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. NONE OF THE LODDEPOT PARTIES SHALL BE LIABLE FOR ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO OR USE OF THE SERVICE. YOUR USE OF THE SERVICE IS ENTIRELY AT YOUR OWN RISK. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SERVICE IS TO STOP USING THE SERVICE.
NONE OF THE LODDEPOT PARTIES ENDORSE ANY THIRD PARTY PRODUCT THAT IS THE SUBJECT OF ANY ORDER PLACED THROUGH THE SERVICE. THE SERVICE MERELY ACTS AS A VENUE THAT ALLOWS COMPANIES TO PLACE AND RECEIVE ORDERS OF THIRD PARTY PRODUCTS. NONE OF THE LODDEPOT PARTIES IS A PARTY TO, OR HAS ANY RESPONSIBILITY OR LIABILITY WITH RESPECT TO, ANY TRANSACTION, COMMUNICATION OR INTERACTION BETWEEN USERS OF THE SERVICE OR FOR ANY PRODUCTS THAT ARE THE SUBJECT OF ANY ORDER MADE USING THE SERVICE, INCLUDING WITHOUT LIMITATION, ANY PERSONAL INJURY OR PROPERTY DAMAGE. NONE OF THE LODDEPOT PARTIES IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SERVICE. WE EXPRESSLY DISCLAIM ANY AND ALL LIABILITY IN CONNECTION WITH THE FOREGOING.
IN NO EVENT SHALL ANY LODDEPOT PARTY BE LIABLE FOR SPECIAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, REVENUES OR SAVINGS, EVEN IF SUCH LODDEPOT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. IN NO EVENT SHALL THE TOTAL CUMULATIVE LIABILITY OF THE LODDEPOT PARTIES FOR DIRECT DAMAGES ARISING UNDER THESE TERMS OF USE OR RELATING THERETO EXCEED AN AMOUNT EQUAL TO THE FEES PAID BY YOU TO US IN THE SIX (6) MONTHES IMMEDIATLEY PRECEDING THE CLAIM. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR NEGLIGENCE, CONSEQUENTIAL, INCIDENTAL OR OTHER DAMAGES, IN SUCH JURISDICTIONS THE LODDEPOT PARTIES’ LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.
8. External Sites
The Service may contain links to third-party websites (“External Sites”), but we do not endorse and we are not responsible for the content of any linked External Sites. Please refer to the terms of use and privacy policies of the External Sites for more information.
9. Indemnification
You agree to defend, indemnify, and hold the LodDepot Parties harmless from and against any and all claims, actions, or demands and relating costs, damages and liability (including, without limitation, reasonable attorneys’ fees) arising or resulting from:: (i) your or any Account User’s breach of these Terms of Use; (ii) your or any Account User’s access to, use, or misuse of the Service; (iii) any of Your Content provided by you or any Account User; (iv) your or any Account User’s violation of any third-party right, including without limitation any intellectual property, or privacy right; and (v) any claims brought against any LodDepot Party by another user of the Service as a result of any of your or any Account User’s acts or omissions.
10. Term and Termination
10.1 Term of Agreement. This Agreement commences on the date You first accept it and continues until all subscriptions hereunder have expired or have been terminated.
10.2 Termination. A party may terminate this Agreement for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
10.3 Refund or Payment upon Termination. If this Agreement is terminated by You in accordance with Section 10.2 (Termination), We will refund You any prepaid fees covering the remainder of the term of all Order Forms after the effective date of termination. If this Agreement is terminated by Us in accordance with Section 10.2, You will pay any unpaid fees covering the remainder of the term of all Order Forms. In no event will termination relieve You of Your obligation to pay any fees payable to Us for the period prior to the effective date of termination.
11. Miscellaneous
The Service is based in the United States. We make no claims concerning whether the Service may be appropriate for use outside of the United States. If you access the Service from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction. In the event that any portion of these Terms of Use is held to be invalid or unenforceable, then such portion shall be construed in accordance with the applicable law as nearly as possible to reflect the original intentions of the parties, and the remainder of these Terms of Use shall remain in full force and effect. This section and the sections entitled Intellectual Property, Unsolicited Information, Disclaimer and Limitation of Liability and Indemnification shall survive the termination of these Terms of Use. You may not assign these Terms of Use. No waiver shall be effective unless in writing. Neither the course of conduct between parties nor trade practice shall act to modify any provision of these Terms of Use. These Terms of Use shall be governed by and construed in accordance with the laws of the State of New York. Except for proceedings commenced by us to protect our intellectual property or confidential information which may be brought in any court of competent jurisdiction, the parties mutually agree that any and all disputes arising hereunder shall be resolved exclusively by state or federal courts located in New York, New York. These Terms of Use contain the entire agreement of the parties concerning its subject matter, and supersede all existing agreements and all other oral, written or other communication between the parties concerning the subject matter.
If this document is signed electronically, You consent and agree that your clicking of the “I ACCEPT” button or otherwise affixing your electronically executing an order form that references this agreement, constitutes your signature, acceptance, and agreement under the United States federal E-SIGN legislation and that such electronic signature will meet the requirements of an original signature as if actually signed by you in writing. Further, you agree that no certification authority or other third-party verification is necessary to the enforceability of your signature. At our request, any electronically signed document must be re-executed in original form by you. No party hereto may raise the use of an electronic signature as a defense to the enforcement of these Terms of Use or any amendment or other document executed in compliance with these Terms of Use.
Privacy Policy
Last updated: 03/18/2017
We collect the e-mail addresses of those who communicate with us via e-mail, aggregate information on what pages you access or visit, and information volunteered by you (such as the content you upload). The information we collect is used to improve the content of our Web pages and the quality of our service, and is not shared with or sold to other organizations or third parties for any purpose, except to provide services you’ve requested, when we have your permission, or under the following circumstances: It is necessary to share information in order to investigate, prevent, or take action regarding illegal activities, suspected fraud, situations involving potential threats to the physical safety of any person, violations of Terms of Service, or as otherwise required by law. We transfer information about you if LodDepot is acquired by or merged with another company. In this event, we will notify you before information about you is transferred and becomes subject to a different privacy policy. Inspection of your data Only the upper management of LodDepot have the ability to view your data, but will never actually do so, except in the following situations: In the process of providing support on your account that you have explicitly requested (for example, if you write to ask for help in setting up your account). In the process of diagnosing / rectifying a technical issue that affects the stability or performance of the LodDepot system. Your data is never stored outside of our secure hosting environment (e.g. on personal workstations or laptops) except on a strictly temporary basis as required in the service of either of the aforementioned situations above. Information Gathering and Usage When you register for LodDepot we ask for information such as your name, company name, and email address. Members who sign up for a paid subscription also provide their billing address and credit card information. LodDepot uses collected information for the following general purposes: products and services provision, billing, identification and authentication, services improvement, contact, and research. Cookies A cookie is a small amount of data, which often includes an anonymous unique identifier, that is sent to your browser from a web site’s computers and stored on your computer’s hard drive. Cookies are required to use the LodDepot website. We use cookies to record current session information, but do not use permanent cookies. You are required to re-login to the LodDepot website after a certain period of time has elapsed to protect you against others accidentally accessing your account contents. Disclosure LodDepot may disclose personally identifiable information under special circumstances, such as to comply with subpoenas or when your actions violate the Terms of Service. Changes We may periodically update this policy. We will notify you about significant changes in the way we treat personal information by sending a notice to the email address on your account holder account and/or by placing a prominent notice on our site.
We collect the e-mail addresses of those who communicate with us via e-mail, aggregate information on what pages you access or visit, and information volunteered by you (such as the content you upload). The information we collect is used to improve the content of our Web pages and the quality of our service, and is not shared with or sold to other organizations or third parties for any purpose, except to provide services you’ve requested, when we have your permission, or under the following circumstances: It is necessary to share information in order to investigate, prevent, or take action regarding illegal activities, suspected fraud, situations involving potential threats to the physical safety of any person, violations of Terms of Service, or as otherwise required by law. We transfer information about you if LodDepot is acquired by or merged with another company. In this event, we will notify you before information about you is transferred and becomes subject to a different privacy policy. Inspection of your data Only the upper management of LodDepot have the ability to view your data, but will never actually do so, except in the following situations: In the process of providing support on your account that you have explicitly requested (for example, if you write to ask for help in setting up your account). In the process of diagnosing / rectifying a technical issue that affects the stability or performance of the LodDepot system. Your data is never stored outside of our secure hosting environment (e.g. on personal workstations or laptops) except on a strictly temporary basis as required in the service of either of the aforementioned situations above. Information Gathering and Usage When you register for LodDepot we ask for information such as your name, company name, and email address. Members who sign up for a paid subscription also provide their billing address and credit card information. LodDepot uses collected information for the following general purposes: products and services provision, billing, identification and authentication, services improvement, contact, and research. Cookies A cookie is a small amount of data, which often includes an anonymous unique identifier, that is sent to your browser from a web site’s computers and stored on your computer’s hard drive. Cookies are required to use the LodDepot website. We use cookies to record current session information, but do not use permanent cookies. You are required to re-login to the LodDepot website after a certain period of time has elapsed to protect you against others accidentally accessing your account contents. Disclosure LodDepot may disclose personally identifiable information under special circumstances, such as to comply with subpoenas or when your actions violate the Terms of Service. Changes We may periodically update this policy. We will notify you about significant changes in the way we treat personal information by sending a notice to the email address on your account holder account and/or by placing a prominent notice on our site.