These Terms of Service are entered into by Lionic Technologies, Inc. and customer (hereinafter referred to as “you”). The use of the term/name “Lionic” refers to Lionic Technologies Inc. as well as any of its authorized agents, affiliates, associates, delegates, representatives, assignees, etc.
CAREFULLY READ THESE TERMS OF SERVICE IN THAT THEY FORM A LEGALLY BINDING AGREEMENT BETWEEN YOU AND LIONIC IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, DO NOT MANIFEST YOUR ACCEPTANCE OF THEM. THERE IS NO OBLIGATION FOR YOU TO AGREE TO THESE TERMS OF SERVICE UNLESS YOU DESIRE SERVICES FROM LIONIC AND AGREE TO BE CONTRACTUALLY BOUND.
Any of the following manifests your acceptance of these Terms of Service and your agreement to be bound by and to comply with all the terms and conditions: (i) your acceptance of the terms and conditions in writing or electronically, (ii) your decision to order Services, (iii) or your use of the Services. By manifesting your acceptance of these Terms of Services or otherwise agreeing to be bound, you agree to be bound by all the terms and conditions of (i) these Terms of Service, (ii) Lionic’s Privacy Policy, (iii)Lionic’s Order Agreement, (iv) and all other Lionic agreements that are formed as necessary to provide the services as outlined herein. All of the preceding documents are collectively referred to as “Agreements”. The Agreements are expressly incorporated herein by reference and may be amended or updated from time to time. The most-recent updates of the Agreements can be accessed and reviewed at ________.
I. SERVICES
Lionic will provide “VoIP” services (as defined by 47 C.F.R. § 9.3) based on the terms and conditions of the Agreements. These services include and are not limited to telephonic communications, hosting, software and products, and other services that are offered by Lionic in its discretion and subsequently agreed to, received, purchased, or used by you.
A. Your Use of the Services.
You will use the services within the scope of your business alone and will not allow use to exceed that purpose. You will not allow unauthorized users to use or access the services.
B. Restricted Activities.
You will not use the services for (i) any purpose outside its intended scope, features, and function set, (ii) for third-party training, (iii) as an application service provider or service bureau, unless you have entered into a separate written agreement with Lionic To provide such services, (iv) for timesharing or rental, (v) to design software or other materials or services with similar or competitive functionality for any purpose, including distribution to third parties, (vi) except with respect to your data, duplicate any portion of the services or display, distribute, publish, or otherwise disclose any service; (vii) interface with any other service or application that is outside the scope of intended use; (viii) decompiling, disassembling, or otherwise reverse engineering; (ix) making any modification or interface to any service that is not specifically authorized by Lionic Without prior written consent of Lionic, or (x) reselling or sublicensing any portion of the services, and any purported resale or sublicense will be void. You may not access the services for purposes of monitoring performance, availability, or functionality, or for any other benchmarking or competitive purposes without Lionic’s prior written consent. You may not, without Lionic’s prior written consent, access the services if you are a direct competitor of Lionic
C. Access to Services. The services may only be used by you and your users for internal business purposes only. You agree to comply with the terms and conditions of the Agreements and with all applicable Lionic procedures and policies that further define use of the services. You acknowledge and agree that the actions of your users with respect to the services will be deemed to be actions by you and that any breach by any of your users of the terms of this agreement will be deemed to be a breach by you.
D. Filtering. Lionic may use various filtering methods to reduce unwanted content, such as spam e-mails or calls from reaching your account. You acknowledge and agree that such methods may prevent legitimate content or communications from reaching your account and that Lionic will not be liable for.
E. Hardware, Materials, Equipment: Unless purchased from Lionic or one of its affiliates pursuant to a separate written agreement, you are responsible for and must provide all hardware, software, services and other components necessary to access and use the services. Lionic makes no representations, warranties, or assurances that third party hardware, software, services and other components will be compatible with the services. Lionic reserves the right to change or upgrade any equipment or software that it uses to provide the services without notice to you. Lionic may install security patches, updates, upgrades and service packs (“Updates”) as it determines in its sole discretion, and reserves the right, but not the obligation, to roll back any updates. Updates may change system behavior and functionality and as such may negatively affect the services used by you. Lionic cannot foresee nor be responsible or liable for service disruption or changes in functionality or performance due to updates. Lionic is not responsible or liable for issues that may arise from incompatibilities between your data and use of the services and any update or hardware or software change or configuration, regardless of whether discretionary or requested.
F. Control. Lionic is not obligated to exercise control over the content of information, including your data, except any controls expressly provided in this Agreement. Lionic has control over, and reserves the right at any time to make changes to, the configuration, appearance, content and functionality of the services. Lionic reserves the right, at any time, without prior notice, to the exercise of its sole discretion to suspend or terminate any service for the protection of the security and integrity of the Services or other business, technical or financial considerations as determined by Lionic.
G. No Transfer. Except for rights expressly granted in this agreement Lionic does not transfer any intellectual or other property or proprietary right to you. All right, title, and interest in any service provided to you, including without limitation any copyright, trade secret and vested or potential trademark and patent rights, is solely the property of Lionic As between you and Lionic all materials distributed by Lionic in connection with the services will at all times remain the property of Lionic and upon the request of Lionic or upon termination of this agreement, you will promptly return any and all such materials.
II. FEES AND INVOICING
A. All fees and invoicing are outlined and described on the “Order Agreement” that is entered into specifically between you and Lionic
III. TERM
These Terms of Services are effective once you manifest your acceptance of the terms and conditions and shall continue until the expiration or termination of the Services pursuant hereto.
A. Monthly Plan. For a Monthly Plan, the Services shall begin from the date of your acceptance of the Agreements through the remainder of that calendar month. The Monthly Plan shall renew automatically for one (1) calendar month beginning at the end of the initial Monthly Plan and each subsequent calendar month thereafter.
B. Annual Plan. For an Annual Plan, the Services shall begin from the date of your acceptance of the Agreements through the remainder of that calendar month and continuing through the next twelve (12) calendar months. The Annual Plan shall renew automatically following the twelve-month period beginning at the end of the initial Annual Plan and each subsequent twelve (12) calendar month period thereafter.
C. Automatic Renewal. Each term will renew automatically at the end of the then-current term unless terminated in accordance with this agreement by either you or Lionic
IV. TERMINATION
Termination shall not relieve either party from fulfilling its obligations prior to such termination.
A. Termination by You. You may terminate a plan for any reason by providing Lionic with written notice of your intent to terminate the plan. For your termination notice to be effective, you must open a New Ticket on the Lionic support site https://support.lionictech.com requesting cancellation. Notice shall be provided at least one full month prior to the end of a calendar month (e.g., during January, you may not provide notice of your intent to cancel effective the beginning of February. Your termination notice would become effective beginning in March). Despite any termination, you are obligated and must pay all unpaid usage fees from services from prior months.
1. Annual Plan. If you desire to terminate an Annual Plan, you must pay Lionic an early termination fee equal to the cost of services for the remainder of the term plus all unpaid usage fees from services from prior months. Without this, termination is ineffective.
B. Termination by Lionic
1. No Cause; 30-Day Termination. Lionic may terminate this Agreement for any reason by providing thirty (30) calendar days’ notice. Lionic termination notice need not provide a full month of notice and termination may take place during the middle of a month. If the termination date occurs during the middle of a calendar month, then Lionic will refund you (or otherwise not charge you) the pro rata monthly fees for the month in which Services terminate. If Lionic terminates this Agreement without cause, you will not be charged any fees beyond the termination date.
2. For Cause; Immediate Termination. Lionic may terminate this Agreement immediately upon written notice for any of the following reasons:
i. Material breach of this Agreement as determined by Lionic in its sole discretion, including, but not limited to, failure to make any payment when due or violation of any Lionic policy, procedure, or Agreement applicable to the Services.
ii. If Your use of the Services results in, or is the subject of, actual or potential legal action or threatened legal action, against Lionic or any of its affiliates, vendors, partners, representatives or customers, without consideration for whether such actual or potential legal action or threatened legal action is eventually determined to be with or without merit.
3. Termination or Suspension of Users. Rather than terminating or suspending your entire Account, Lionic may elect to suspend Your Account or terminate or suspend individual Users.
C. No Refunds; Further Payment Due. If Lionic terminates this Agreement for cause, they will not refund you any paid fees and you will be liable for any payment that would have been due had you terminated the Agreement based on its terms and conditions. We reiterate that despite any termination, you are obligated and must pay all unpaid usage fees from services from prior months.
V. VOIP AND 911 SERVICE
VoIP Emergency 911 Services (including Enhanced 911 or “E911”) are not the same as your traditional emergency calling services provided by a traditional telephone company. The difference may impact the ability and timeliness of 911 responders to respond or assist you or others in the event of an emergency.
You acknowledge notice of the following: (i) VoIP 911 calls may not connect to the 911 call center serving your current location or may improperly ring to the administrative line of the 911 call center, which may not be staffed after hours or by trained 911 operators; (ii) VoIP 911 calls may correctly connect to the 911 call center but not automatically transmit the caller's phone number and/or location information; (iii) VoIP customers may need to provide location or other information to their VoIP providers, and update this information each time they change locations for their VoIP 911 service to function properly; and (iv) VoIP service may not work during a power outage or when the internet connection fails or becomes overloaded.
As part of the services, you must provide Lionic with the street address, city, and state (“Service Address”) where you will be using the services. If your Service Address is located in an area where the emergency center offers E911 service, then when you dial 911, telephone number and Service Address will be sent to the emergency center where public safety dispatchers have access to this information in order to send assist and call you back if necessary. It is in your best interest to keep your Service Address updated. If your Service Address is not located in an area where the emergency center offers E911 service, then you must be prepared to affirmatively supply your telephone number and Service Address in that this is not done automatically. This will help the emergency center in having and using your telephone number and the Service Address to assist.
A. Limitations: Your use of the services for 911 emergency assistance has several limitations that may prevent you from making emergency calls. This includes and is not limited to:
1. Loss of power.
2. Loss or interference with internet connection
3. Account termination or interference.
4. Defective or misconfigured equipment or software.
5. Network interference or congestion.
6. Failure to update Service Address.
7. Outside services, firewalls, equipment, or services.
8. Relocating the equipment outside of the service area.
9. Simultaneous use of one line with multiple pieces of equipment.
10. The failure of the emergency response center to answer your calls and failures of third parties responsible for routing 911 calls.
You should advise all your employees, invitees, guests, visitors, and every other person who visits your facility and/or who may make calls using the service of the limitations described above.
VI. CONFIDENTIALITY
A. Confidential Information. The Parties acknowledge that by reason of their relationship to the other hereunder, each may disclose or provide access (the “Disclosing Party”) to the other Party (the “Receiving Party”) certain Confidential Information. “Confidential Information” shall mean (i) information concerning a Party’s products, business and operations including, but not limited to, information relating to business plans, financial records, customers, suppliers, vendors, products, product samples, costs, sources, strategies, inventions, procedures, sales aids or literature, technical advice or knowledge, contractual agreements, pricing, price lists, product white paper, product specifications, trade secrets, procedures, distribution methods, inventories, marketing strategies and interests, algorithms, data, designs, drawings, work sheets, blueprints, concepts, samples, inventions, manufacturing processes, computer programs and systems and know-how or other intellectual property, of a Party and its affiliates that may be at any time furnished, communicated or delivered by the Disclosing Party to the Receiving Party, whether in oral, tangible, electronic or other form; (ii) the terms of any agreement, including this Agreement, and the discussions, negotiations and proposals related to any agreement; (iii) and (iii) all other non-public information provided by the Disclosing Party hereunder. All Confidential Information shall remain the property of the Disclosing Party.
B. Use of Confidential Information; Standard of Care. The Receiving Party shall maintain the Confidential Information in strict confidence and disclose the Confidential Information only to its employees, subcontractors, consultants and representatives who have a need to know such Confidential Information to fulfill the business affairs and transactions between the Parties contemplated by this Agreement. The Receiving Party shall always remain responsible for breaches of this Agreement arising from the acts of its employees, subcontractors, consultants and representatives. Receiving Party shall use the same degree of care as it uses with respect to its own similar information, but no less than a reasonable degree of care, to protect the Confidential Information from any unauthorized use, disclosure, dissemination, or publication. Receiving Party shall only use the Confidential Information in furtherance of its performance of its obligations under this Agreement, and agrees not to use the Disclosing Party’s Confidential Information for any other purpose or for the benefit of any third party, without the prior written approval of the Disclosing Party. The Receiving Party shall not decompile, disassemble, or reverse engineer all or any part of the Confidential Information. Notwithstanding the foregoing, Lionic may use or disclose your data (i) as expressly permitted in writing by you, and (ii) as expressly provided in this Agreement, including (a) in accordance with the Privacy Policy, if any, and (b) to access your data to provide the Services or prevent or address service or technical problems, or at your request in connection with customer support matters. You expressly consent to the foregoing use and disclosure. Except as expressly provided in this Agreement, no part of the Agreements or its content may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way to any other computer, server, website or other medium for publication or distribution or for any commercial enterprise, without Lionic’s prior written consent. Any unauthorized use, downloading, re-transmission, display, distribution or other copying, or modification of any copyrightable matter in the above and/or the content on the Agreements is strictly prohibited, and may result in legal action against those engaging in such activities.
C. Exceptions. Confidential Information does not include information that: (a) was lawfully in Receiving Party’s possession before receipt from Disclosing Party; (b) at or after the time of disclosure, becomes generally available to the public other than through any act or omission of the Receiving Party; (c) is developed by Receiving Party independently of any Confidential Information it receives from Disclosing Party; (d) Receiving Party receives from a third party free to make such disclosure without, to the best of Receiving Party’s knowledge, breach of any legal or contractual obligation, or (e) is disclosed by Receiving Party with Disclosing Party's prior written approval.
D. Required Disclosures. If the Receiving Party is confronted with legal action to disclose Confidential Information received under this Agreement, the Receiving Party shall, unless prohibited by applicable law, provide prompt written notice to the Disclosing Party to allow the Disclosing Party an opportunity to seek a protective order or other relief it deems appropriate, and Receiving Party shall reasonably assist disclosing Party in such efforts. If disclosure is nonetheless required, the Receiving Party shall limit its disclosure to only that portion of the Confidential Information which it is advised by its legal counsel must be disclosed.
E. Unauthorized Use or Disclosure of Confidential Information; Equitable Relief. In the event the Receiving Party discovers that any Confidential Information has been used, disseminated or accessed in violation of this Agreement, it will immediately notify the Disclosing Party, take all commercially reasonable actions available to minimize the impact of the use, dissemination or publication, and take all necessary steps to prevent any further breach of this Agreement. The Parties agree and acknowledge that any breach or threatened breach regarding the treatment of the Confidential Information may result in irreparable harm to the Disclosing Party for which there may be no adequate remedy at law. In such event the Disclosing Party shall be entitled to seek an injunction, without the necessity of posting a bond, to prevent any further breach of this Agreement, in addition to all other remedies available in law or at equity.
F. Return of Confidential Information; Survival. Receiving Party shall promptly return or, at Disclosing Party’s option, certify destruction of all copies of Confidential Information at any time upon request or within 14 days following the expiration or earlier termination of this Agreement. Notwithstanding any expiration or termination of this Agreement, Receiving Party’s obligations to protect the Confidential Information pursuant to this Section will survive for one (1) year after the expiration or earlier termination of this Agreement.
VII. ACCOUNT AND DATA
A. Account Information and Ownership. You must maintain updated account information which includes updated information for your authorized users (this can prevent them from having unauthorized access to your account). If your information changes, you must provide us with notice within seven (7) business days following the change so we can update your account. If you fail to respond to a request from us to update your contact information, it will serve as a material breach of the Agreement. In the event of any dispute regarding access to or legal ownership of your account, Lionic will resolve it in its sole discretion. Further, Lionic may immediately suspend, alter or terminate any relevant account, including your account, or any portion thereof. You agree to reimburse Lionic for any legal fees and other fees incurred with respect to any dispute regarding control or ownership of your account or your data or the account of another user. You acknowledge and agree that (i) the legal owner of all data on the account is you (the counterparty to this Agreement) and not any individual user, including any account contact registered with Lionic, regardless of any administrative designation; (ii) you will provide Lionic with any documentation it reasonably requests to establish ownership and rights to your account and any related data; and (iii) any user identified as an administrative user with respect to your account has the authority to bind you to any amendments, modifications or acknowledgements regarding this Agreement or otherwise relating to the services.
B. Account Security and Activity. You are solely responsible for (i) maintaining the confidentiality and security of your account and access information, and (ii) all activities that occur in connection with your account, whether initiated by you, by others on your behalf or by any other means. You must notify Lionic immediately of any unauthorized use of your account, access information or any other actual or potential breach of security. You acknowledge and agree thatLionic will not be liable for any loss that you may incur as a result of any party using your access information, either with or without your knowledge and/or authorization. You further agree that you may be held liable for losses incurred by Lionic, or any another party due to any party using Your access information. Lionic strongly recommends that secure your account and access information and take precautions to prevent others from accessing it and change it when necessary to maintain its confidentiality and security. Lionic Specifically disclaims all liability for any activity in your account, whether authorized by you or not.
C. Failure of a Line Test. With respect to voice services, if a specific site fails a “VoIP line test” as part of the installation process, and you are unable or unwilling to upgrade the data circuit, router, switch, or faulty component responsible for the failure, Lionic reserves the right to cancel the order for such site.
D. Your Data. Any data used with respect to the services by or through you will be free of any and all malicious code, including without limitation, disabling devices, drop dead devices, time bombs, trap doors, trojan horses, worms, computer viruses and mechanisms that may disable or negatively impact the services or Lionic’s servers. You hereby represent and warrant to Lionic that you have the right to use any patented, copyrighted, trademarked, proprietary or other material in connection with data that You use, post, or otherwise transfer or transmit with respect to the Services.
E. Public Disclosure of Data. You are solely responsible for ensuring that you do not accidentally make any private data publicly available. Any data made public may be publicly accessible through the internet and may be crawled and indexed by search engines or other third parties. By making any data publicly available on any of the Services, you affirm that you have the consent, authorization or permission, as the case may be, from every person who may claim any rights in such data to make such data available in such manner.
F. Data Takedown. By making any data publicly available in the manner aforementioned, you expressly agree that Lionic will have the right to block access to or remove such Data made available by You, if Lionic receives complaints, inquiries or notices concerning any illegality or infringement of rights in such Data. You expressly consent to determination of questions of illegality
VIII. LIABILITY
A. Limitation of Liability. In no event shall Lionic be liable under the Agreements to you for any incidental, consequential, indirect, statutory, special, exemplary or punitive damages arising out of the Agreements or as a result of the Services, including but not limited to, lost profits, loss of use, loss of time, shutdown or slowdown costs, inconvenience, loss of business opportunities, damage to good will or reputation, or other economic loss, regardless of whether such liability is based on breach of contract, tort, strict liability or otherwise, and even if advised of the possibility of such damages or such damages could have been reasonably foreseen. The liability is limited to the fullest extent permitted by law. Lionic will not be liable for any harm that may be caused by Your access to application programming interfaces or the execution or transmission of malicious code or similar occurrences, including without limitation, disabling devices, drop dead devices, time bombs, trap doors, trojan horses, worms, viruses and similar mechanisms.
B. No Warranties. THE SERVICES ARE PROVIDED AT YOUR SOLE RISK. THEY ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. LIONIC EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. LIONIC MAKES NO WARRANTY THAT (1) THE SERVICES WILL MEET YOUR REQUIREMENTS, (2) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (3) THE RESULTS OF USING THE SERVICES WILL BE ACCURATE OR RELIABLE, (4) THE QUALITY OF SERVICES WILL MEET YOUR EXPECTATIONS, OR (5) THAT ANY ERRORS IN THE SOFTWARE UTILIZED BY THE SERVICES WILL BE CORRECTED.
C. Indemnification. You agree to indemnify, defend and hold Lionic and its affiliates and their respective officers, directors, employees and agents harmless from and against all third-party claims, losses, liabilities, damages, expenses and costs, including attorney’s fees and court costs, arising out of your (i) negligence or willful misconduct or (ii) material breach of any of the terms of the Agreements. Your liability under this Section shall be reduced proportionally to the extent that any act or omission of you or your employees or agents, contributed to such liability. Lionic shall provide you with prompt written notice of any claim and give complete control of the defense and settlement to you, and shall cooperate with the you, your insurance company and your legal counsel in the defense of such claim(s). This indemnity shall not cover any claim in which there is a failure to give you prompt notice to the extent such lack of notice prejudices the defense of the claim.
IX. Miscellaneous:
A. Modification. Lionic offers the Services to you based on your acceptance of the Agreements without modification. Lionic reserves the right and may, from time-to-time, make changes to its products and services or to the Agreements. Lionic Reserves the right, with or without notice, to make changes to the terms at its discretion. Your continued use of any part of the services or any service by Lionic Constitutes your acceptance of such changes to the agreements. You should review this agreement periodically to determine if any changes have been made. The most current version of this agreement, which supersedes all previous versions, can be reviewed by going to https://www.lionictech.com/legal Any changes or modifications to this Agreement will be effective immediately. You acknowledge that it is your sole responsibility to periodically review the Agreements to remain apprised of any changes, revisions, or updates. Your ongoing and continued use of Lionic’s services following any revision, change, modification, or update to the Agreements constitutes your acceptance of the modification. Each use by you shall constitute and be deemed your unconditional acceptance of the Agreements.
B. Governing Law; Jurisdiction; Forum; Venue. This Agreement will be governed by and interpreted in accordance with the laws of the State of Illinois, without giving effect to the principles of conflicts of law of such state. Any lawsuit arising from or related to this Agreement shall be brought exclusively before the Circuit Court of Cook County, Illinois (state) or the United States District Court for the Northern District of Illinois (federal) and you hereby consent to the jurisdiction of any such court.
C. Authority, Age and Capacity. You represent and warrant that you have authority to bind yourself or your principal to this Agreement. You hereby represent and warrant that each User has reached the older of (i) the age of eighteen (18) and (ii) the age of majority in the User’s jurisdiction, and that You are not subject to a limitation on Your ability to enter into this Agreement. YOU MUST BE AT LEAST 18 YEARS OF AGE TO REGISTER, ACCESS AND USE THE SERVICES. You agree that you have the legal authority to enter into this Agreement and affirm that the information you supply to us is correct and complete. You understand that Lionic relies on the information you provide and that providing false or incorrect information may result in delays or the suspension or termination of the Services.
D. Written Communication and Notice. You accept that communication from Lionic may be electronic. Lionic may contact You by e-mail or provide You with information by posting notices, changes, or updated on their website, or to Your Account.
E. Attorney’s Fees. If either Party incurs any legal fees associated with the enforcement of this Agreement or any rights under this Agreement, the prevailing Party shall be entitled to recover its reasonable attorney’s fees and any court, arbitration, mediation, or other litigation expenses from the other Party. If Lionic incurs any costs, expenses, or fees, including reasonable attorney’s fees and professional collection services fees, in connection with the collection or payment of any amounts due to it under this Agreement, you agree to reimburse Lionic for all such costs, expenses and fees.
F. Severability. If any provision or portion of this Agreement shall be rendered by applicable law or held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions or portions shall remain in full force and effect.
G. Waiver. No waiver of any term or right in this Agreement shall be effective unless in writing, signed by an authorized representative of the waiving Party. The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver or modification of such provision, or impairment of its right to enforce such provision or any other provision of this Agreement thereafter.
H. Entire Agreement; Modification. This Agreement [and any exhibits attached hereto,] is the entire Agreement between the Parties with respect to the subject matter hereof and supersedes any prior agreement or communications between the Parties, whether written, oral, electronic or otherwise. Each Party hereto has received independent legal advice regarding this Agreement and their respective rights and obligations set forth herein. The Parties acknowledge and agree that they are not relying upon any representations or statements made by the other Party or the other Party’s employees, agents, representatives or attorneys regarding this Agreement, except to the extent such representations are expressly set forth in this Agreement.
I. Authorized Signatories. It is agreed and warranted by the Parties that the individuals singing this Agreement on behalf of the respective Parties are authorized to execute such an agreement. No further proof of authorization shall be required. If you are an individual entering into this Agreement on behalf of an entity, you represent and warrant that you have the authority to bind such entity to this Agreement. If you do not have such authority, neither you nor such entity may accept this Agreement or use the Services.
J. Survival. Each term and provision of this Agreement that should by its sense and context survive any termination or expiration of this Agreement, shall so survive regardless of the cause and even if resulting from the material breach of either Party to this Agreement.
K. Headings; Construction. The headings/captions appearing in this Agreement have been inserted for the purposes of convenience and ready reference, and do not purport to and shall not be deemed to define, limit or extend the scope or intent of the provisions to which they appertain. This Agreement is the result of negotiations between the Parties and their counsel. Accordingly, this Agreement shall not be construed more strongly against either Party regardless of which Party is more responsible for its preparation, and any ambiguity that might exist herein shall not be construed against the drafting Party.
L. Force Majeure. Neither Party shall be liable hereunder for any failure or delay in the performance of its obligations under this Agreement, except for the payment of money, if such failure or delay is on account of causes beyond its reasonable control, including civil commotion, war, fires, floods, accident, earthquakes, inclement weather, telecommunications line failures, electrical outages, network failures, governmental regulations or controls, casualty, strikes or labor disputes, terrorism, pandemics, epidemics, local disease outbreaks, public health emergencies, acts of God, or other similar or different occurrences beyond the reasonable control of the Party so defaulting or delaying in the performance of this Agreement, for so long as such force majeure event is in effect. Each Party shall use reasonable efforts to notify the other Party of the occurrence of such an event within seven (7) business days of its occurrence.
M. No Assignment. You may not assign or transfer any right or obligation under this Agreement without the prior written consent of Lionic, which consent shall be at their sole discretion. Any assignment without Lionic’s written consent shall be null and void. Notwithstanding the foregoing, this Agreement shall be binding upon and inure to the benefit of the successors, assigns and legal representatives of the Parties.
N. Cumulative Remedies: The rights and remedies provided to the Parties in this Agreement are cumulative and are not exclusive of any other rights or remedies that may be available to the Parties, whether in law, equity or otherwise.
O. Relationship of the Parties. Nothing contained in this Agreement or your use of the Services shall be construed to constitute either party as a partner, joint venturer, employee or agent of the other party, nor shall either party hold itself out as such. Neither party has any right or authority to incur, assume or create, in writing or otherwise, any warranty, liability or other obligation of any kind, express or implied, in the name of or on behalf of the other party, it being intended by both parties that each shall remain independent contractors responsible for its own actions. Neither party shall have or hold itself out as having any right, authority nor agency to act on behalf of the other party in any capacity or in any manner, except as be specifically authorized in this Agreement. You shall pay all expenses in connection with performing Your obligations hereunder and shall not incur any indebtedness on behalf of Lionic in connection with such expenses.
