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MyLenio

Term of Service

Posted/Revised: 01/11/2020

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY CLICKING "ACCEPTED AND AGREED TO," CUSTOMER AGREES TO THESE TERMS AND CONDITIONS.

These Terms of Service constitute an agreement (this "Agreement") by and between Leniolabs LLC, a Florida LLC whose principal place of business is 7901 4TH ST N STE 300 ST PETERSBURG, FL 33702 ("Vendor") and the corporation, LLC, partnership, sole proprietorship, or other business entity executing this Agreement ("Customer"). This Agreement is effective as of the date Customer clicks "Accepted and Agreed To" (the "Effective Date"). Customer’s use of and Vendor’s provision of Vendor’s System (as defined below in Section 1.6) are governed by this Agreement.

EACH PARTY ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS, AND THAT THE PERSON SUBSCRIBING ON CUSTOMER’S BEHALF HAS BEEN AUTHORIZED TO DO SO. THE PERSON SUBSCRIBING TO THE SYSTEM THROUGH THIS THIS AGREEMENT DOES SO ON CUSTOMER’S BEHALF AND REPRESENTS THAT HE OR SHE HAS THE AUTHORITY TO BIND CUSTOMER TO THESE TERMS AND CONDITIONS. FURTHER, USE OF THE MYLENIO SYSTEM CONSTITUTES AGREEMENT TO THESE TERMS AND ANY UPDATES THERETO AND UPDATES TO THIS AGREEMENT.

1. DEFINITIONS.

The following capitalized terms will have the following meanings whenever used in this Agreement.

2. THE SYSTEM.

3. PAYMENT.

4. CUSTOMER DATA & PRIVACY.

5. CUSTOMER’S RESPONSIBILITIES & RESTRICTIONS.

6. IP & FEEDBACK.

7. CONFIDENTIAL INFORMATION.

"Confidential Information" refers to the following items Vendor discloses to Customer: (a) any document Vendor marks "Confidential"; (b) any information Vendor orally designates as "Confidential" at the time of disclosure; (c) the Documentation, whether or not marked or designated confidential; and (d) any other nonpublic, sensitive information Customer should reasonably consider a trade secret or otherwise confidential. Notwithstanding the foregoing, Confidential Information does not include information that: (i) is in Customer’s possession at the time of disclosure; (ii) is independently developed by Customer without use of or reference to Confidential Information; (iii) becomes known publicly, before or after disclosure, other than as a result of Customer’s improper action or inaction; or (iv) is approved for release in writing by Customer. Customer is on notice that the Confidential Information may include Vendor’s valuable trade secrets.

8. REPRESENTATIONS & WARRANTIES.

9. INDEMNIFICATION.

Customer shall defend, indemnify, and hold harmless Vendor and the Vendor Associates (as defined below) against any "Indemnified Claim," meaning any third party claim, suit, or proceeding arising out of or related to Customer's alleged or actual use of, misuse of, or failure to use the System, including without limitation: (a) claims by Users or by Customer's employees, as well as by Customer’s own customers; (b) claims related to unauthorized disclosure or exposure of personally identifiable information or other private information, including Customer Data; (c) claims related to infringement or violation of a copyright, trademark, trade secret, or privacy or confidentiality right by written material, images, logos or other content uploaded to the System through Customer’s account, including without limitation by Customer Data; and (d) claims that use of the System through Customer’s account harasses, defames, or defrauds a third party or violates the CAN-Spam Act of 2003 or any other law or restriction on electronic advertising. Indemnified Claims include, without limitation, claims arising out of or related to Vendor’s negligence. Customer’s obligations set forth in this Article 9 include retention and payment of attorneys and payment of court costs, as well as settlement at Customer’s expense and payment of judgments. Vendor will have the right, not to be exercised unreasonably, to reject any settlement or compromise that requires that it admit wrongdoing or liability or subjects it to any ongoing affirmative obligations. (The "Vendor Associates" are Vendor’s officers, directors, shareholders, parents, subsidiaries, agents, successors, and assigns.)

10. LIMITATION OF LIABILITY.

11. Term & Termination.

12.MISCELLANEOUS.