PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY USING THIS WEBSITE, CUSTOMER AGREES TO THESE TERMS AND CONDITIONS.
These Terms of Service constitute an agreement (hereinafter “Agreement”) by and between LYLC Studio, LLC a Missouri limited liability company whose principal place of business is in Saint Louis Missouri (hereinafter “LYLC”) and the person, corporation, LLC, partnership, sole proprietorship, or other business entity entering into this Agreement be it a client, potential client or merely someone seeking general information (hereinafter “User”). User’s use of and LYLC’s grant of access to its website located at www.lylcstudio.com (hereinafter “Website”) are governed by this Agreement. This Agreement is effective as of the date User first accesses and uses the website (hereinafter “Effective Date”).
EACH PARTY ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS, AND THAT THE PERSON USING AND/OR CONTINUING TO USE THIS WEBSITE ON ITS BEHALF HAS BEEN AUTHORIZED TO DO SO, AND REPRESENTS THAT HE OR SHE HAS THE AUTHORITY TO BIND USER TO THESE TERMS AND CONDITIONS.
A. DEFINITIONS. The following capitalized terms will have the following meanings whenever used in this Agreement.
1) “AUP” means LYLC’s Acceptable Use Policy currently posted here.
2) “User Data” means data in electronic form input or collected through the Website by or from Users including those purporting to be acting on User’s behalf.
3) “Feedback” means any suggestion or idea for improving or otherwise modifying LYLC’s Website or any of its products or services.
5) “User” includes any individual who accesses or uses the Website on User’s behalf or through User’s account/passwords (if any), whether or not authorized to do so.
2) Website Revisions. LYLC may revise the Website content, features and/or functions at any time, including without limitation by removing such content, features and/or functions in its sole discretion.
C. USER DATA & PRIVACY.
1) Use of User Data. Unless it receives User’s prior written consent, LYLC: (a) shall not access, process, or otherwise use User Data other than as necessary to facilitate the Website; and (b) shall not intentionally grant any third party access to User Data, including without limitation the Website’s other Users, except subcontractors that are subject to a reasonable nondisclosure agreement. Notwithstanding the foregoing, LYLC may disclose User Data as required by applicable law or by proper legal or governmental authority. LYLC shall give User prompt notice of any such legal or governmental demand and reasonably cooperate with User in any effort to seek a protective order or otherwise to contest such required disclosure, at User’s expense. As between the parties, LYLC retains ownership of User Data.
3) Data Accuracy & Deletion. LYLC shall have no responsibility or liability for the accuracy of data entered or submitted to the Website by User, including without limitation User Data and any other data by Users. LYLC may permanently erase User Data retained by LYLC at any time at its sole discretion
D. USER’S RESPONSIBILITIES & RESTRICTIONS.
1) Acceptable Use. Users shall comply with the AUP. Users shall not: (a) use the Website for service bureau or time-sharing purposes or in any other way allow third parties to exploit the Website; (b) provide Website passwords or other log-in information (if any) to any third party; (c) access the Website in order to build a competitive product or service, to build a product using similar ideas, features, functions or graphics of the Website, or to copy any ideas, features, functions or graphics of the Website; or (d) engage in web scraping or data scraping on or related to the Website, including without limitation collection of information through any software that simulates human activity or any bot or web crawler. In the event that LYLC suspects any breach of the requirements of this provision D.1), including without limitation by Users, LYLC may suspend User’s access to the Website without advanced notice, in addition to such other remedies as LYLC may have. Neither this Agreement nor the AUP requires that LYLC take any action against User or other third party for violating the AUP, this provision D.1), or this Agreement, but LYLC is free to take any such action it sees fit.
2) Unauthorized Access. User shall take reasonable steps to prevent unauthorized access to the Website, including without limitation by protecting its passwords and other log-in information, if any. User shall notify LYLC immediately of any known or suspected unauthorized use of the Website or breach of its security and shall use best efforts to stop said breach.
3) Compliance with Laws. In its use of the Website, User shall comply with all applicable laws, including without limitation laws governing the protection of personally identifiable information and other laws applicable to the protection of User Data.
4) Users & Website Access. User is responsible and liable for: its Users’ use of the Website, including without limitation unauthorized User conduct and any User conduct that would violate the AUP or the requirements of this Agreement applicable to User, whether authorized or unauthorized.
E. INTELLECTUAL PROPERTY & FEEDBACK.
1) Intellectual Property Rights to the Website. LYLC retains all right, title, and interest in and to the Website, including without limitation all software used to provide the Website and all graphics, user interfaces, logos, and trademarks reproduced through the Website. This Agreement does not grant User any intellectual property license or rights in or to the Website or any of its components. User recognizes that the Website and its components are protected by copyright and other laws.
2) Feedback. LYLC has not agreed to and does not agree to treat as confidential any Feedback User provides to LYLC, and nothing in this Agreement or in the parties’ dealings arising out of or related to this Agreement will restrict LYLC’s right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback, without compensating or crediting User in question. Notwithstanding the provisions of F below, Feedback will not be considered Confidential Information.
F. CONFIDENTIAL INFORMATION. “Confidential Information” refers to the following items LYLC discloses to User: (a) any document LYLC marks “Confidential”; and (b) any other nonpublic, sensitive information User should reasonably consider a trade secret or otherwise confidential. Notwithstanding the foregoing, Confidential Information does not include information that: (i) is already in User’s possession at the time of disclosure; (ii) is independently developed by User without use of or reference to Confidential Information; (iii) becomes known publicly, before or after disclosure, other than as a result of User’s improper action or inaction; or (iv) is approved for release in writing by LYLC to User. User is on notice that the Confidential Information may include LYLC’s valuable trade secrets.
1) Nondisclosure. User shall not use Confidential Information for any purpose not specifically provided for in this Agreement. User: (a) shall not disclose Confidential Information to any other person, including an employee or contractor of User, unless such person needs access for a permitted purpose expressly stated herein and executes a nondisclosure agreement with User with terms no less restrictive than those of this Section F; and (b) shall not disclose Confidential Information to any other third party without LYLC’s prior written consent. Without limiting the generality of the foregoing, User shall protect Confidential Information with the same degree of care it uses to protect its own confidential information of similar nature and importance, but with no less than reasonable care. User shall promptly notify LYLC of any misuse or misappropriation of Confidential Information that comes to User’s attention. Notwithstanding the foregoing, User may disclose Confidential Information as required by applicable law or by proper legal or governmental authority. User shall give LYLC prompt notice of any such legal or governmental demand and reasonably cooperate with LYLC in any effort to seek a protective order or otherwise to contest such required disclosure, at LYLC’s expense.
2) Injunction. User agrees that breach of this Section F would cause LYLC irreparable injury, for which monetary damages would not provide adequate compensation, and that in addition to any other remedy, LYLC will be entitled to injunctive relief against such breach or threatened breach, without proving actual damage or posting a bond or other security.
3) Termination & Return. With respect to each item of Confidential Information, the obligations of provision F.1) above shall survive the termination of this Agreement as such Confidential Information constitutes LYLC’s trade secrets and will continue so long as such information remains subject to trade secret protection pursuant to applicable law. Upon termination of this Agreement, User shall return all copies of Confidential Information to LYLC or certify, in writing, the destruction thereof.
4) Retention of Rights. This Agreement does not transfer ownership of Confidential Information or grant a license thereto. LYLC will retain all right, title, and interest in and to all Confidential Information.
5) Exception & Immunity. Pursuant to the Defend Trade Secrets Act of 2016, 18 USC Section 1833(b), User is on notice and acknowledges that, notwithstanding the foregoing or any other provision of this Agreement:
a) Immunity. An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that: (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an individual’s attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
b) Use of Trade Secret Information in Anti-Retaliation Lawsuit. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual: (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.
G. REPRESENTATIONS & WARRANTIES.
1) LYLC’s Representations & Warranties. LYLC represents and warrants that it is the owner of the Website and of each and every component thereof, or the recipient of a valid license thereto, and that it has and will maintain the full power and authority to grant the rights to use the Website set forth in this Agreement without the further consent of any third party. LYLC’s representations and warranties in the preceding sentence do not apply to use of the Website in combination with hardware or software not provided by LYLC.
2) User’s Representations & Warranties. User represents and warrants that: (a) it has the full right and authority to enter into, execute, and perform its obligations under this Agreement and that no pending or threatened claim or litigation known to it would have a material adverse impact on its ability to perform as required by this Agreement; (b) it has accurately identified itself and it has not provided any inaccurate information about itself to or through the Website; and (c) it is an individual, a corporation, a limited liability company, the sole proprietorship of an individual 18 years or older, or any other entity authorized to do business pursuant to applicable law.
3) Warranty Disclaimers. USER ACCEPTS THE WEBSITE “AS IS” AND AS AVAILABLE, WITH NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: (a) LYLC HAS NO OBLIGATION TO INDEMNIFY OR DEFEND USER AGAINST CLAIMS RELATED TO INFRINGEMENT OF INTELLECTUAL PROPERTY; (b) LYLC DOES NOT REPRESENT OR WARRANT THAT THE WEBSITE WILL PERFORM WITHOUT INTERRUPTION OR ERROR; AND (c) LYLC DOES NOT REPRESENT OR WARRANT THAT THE WEBSITE IS SECURE FROM HACKING OR OTHER UNAUTHORIZED INTRUSION OR THAT USER DATA WILL REMAIN PRIVATE OR SECURE.
H. LIMITATION OF LIABILITY. IN NO EVENT WILL LYLC BE LIABLE FOR LOST PROFITS OR LOSS OF BUSINESS OR FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT. THE LIABILITIES LIMITED BY THIS PARAGRAPH APPLY: (a) TO LIABILITY FOR NEGLIGENCE; (b) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (c) EVEN IF LYLC IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (d) EVEN IF USER’S REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE.
I. GENERAL PROVISIONS.
1) Independent Contractors. The parties are independent contractors and shall so represent themselves in all regards. Neither party is the agent of the other, and neither may make commitments on the other’s behalf.
2) Notices. LYLC may send notices pursuant to this Agreement to User’s email contact points provided by User, and such notices will be deemed received twenty-four (24) hours after they are sent. User may send notices pursuant to this Agreement to firstname.lastname@example.org, and such notices will be deemed received seventy-two (72) hours after they are sent.
3) Force Majeure. No delay, failure, or default, other than a failure to pay fees when due, will constitute a breach of this Agreement to the extent caused by acts of war, terrorism, hurricanes, earthquakes, pandemics, other acts of God or of nature, strikes or other labor disputes, riots or other acts of civil disorder, embargoes, or other causes beyond the performing party’s reasonable control.
4) Assignment & Successors. User may not assign this Agreement or any of its rights or obligations hereunder without LYLC’s express written consent. Except to the extent forbidden in this paragraph I.4), this Agreement will be binding upon and inure to the benefit of the parties’ respective successors and assigns.
5) Severability. To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.
6) No Waiver. Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any other breach of this Agreement.
7) Choice of Law & Jurisdiction: This Agreement and all claims arising out of or related to this Agreement will be governed solely by the internal laws of the State of Missouri, including without limitation applicable federal law, without reference to: (a) any conflicts of law principle that would apply the substantive laws of another jurisdiction to the parties’ rights or duties; (b) the 1980 United Nations Convention on Contracts for the International Sale of Goods; or (c) other international laws. The parties consent to the personal and exclusive jurisdiction of the federal and state courts of Saint Louis County, Missouri. This provision K.7) governs all claims arising out of or related to this Agreement, including without limitation tort claims.
9) Technology Export. User shall not: (a) permit any third party to access or use the Website in violation of any U.S. law or regulation; or (b) export any software provided by LYLC or otherwise remove it from the United States except in compliance with all applicable U.S. laws and regulations. Without limiting the generality of the foregoing, User shall not permit any third party to access or use the Website in, or export such software to, a country subject to a United States embargo (as of the Effective Date, Cuba, Iran, North Korea, Sudan, and Syria).
10) Entire Agreement. This Agreement sets forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to its subject matter. Neither party has relied upon any such prior or contemporaneous communications.