Authorized User Agreement

LBMX Authorized User License Agreement
Version – January 2024

This LBMX Authorized User License Agreement (“AULA”) is a binding agreement between “you” and LBMX Inc. (“LBMX,” “we,” “our” or “us”). The terms “you” and “your” refer to, as applicable, the individual or organization accepting this AULA. If you are representing your organization, you are accepting this AULA for yourself and on behalf of your organization. If you are accepting this AULA on behalf of a third party, you are accepting this AULA on behalf of that third party. You represent that you have full authority to bind your organization or such third party, as applicable, to this AULA. The parties agree as follows:

PLEASE READ THIS AULA CAREFULLY BEFORE ACCESSING OR USING OUR SERVICES. BY ACCESSING OR USING THE SERVICES, YOU AGREE TO THIS AULA. This AULA is effective when (a) executed by the parties, (b) agreed as a clickthrough or other electronically accepted agreement, (c) incorporated by reference into another agreement, or (d) you access or use our Services. This AULA may be presented to you multiple times in writing or electronically prior to and as you use our Services including as web page links.

We provide a hosted B2B solution center and e-commerce marketplace, solutions available through the solution center and marketplace, APIs, integrations and other methods to connect to our services and solutions, and other services, as they may be updated by us from time to time (collectively, the “LBMX Solutions”) that allow Buying Groups to provide an electronic solution to their Members for transmitting Content and allows Buyers and Sellers to transact Content electronically. This AULA applies to your access and use of the portion of the LBMX Solutions to which (i) you purchase a license, (ii) you are given access or use via your Credentials, or (iii) if you are a Member for which your Buying Group has purchased a license, the Buying Group has purchased a license (“Services”). The Services may include access to deliver or receive Content and to input or receive User-Generated Correspondence. We may improve, augment, update, or modify the Services from time to time in our sole discretion.

We offer the LBMX Solutions to three groups of customers:

• Buying Groups. The LBMX Solutions allow each “Buying Group” (organizations that represent a group of Buyers and/or Sellers) to provide access or use via the Services to the members of the Buying Group (each a “Member”) to electronically send and/or receive Content, including Documents relating to the procurement to pay cycle (i.e. purchase orders, invoices, remittances etc.), to and from other Members, Buyers or Sellers, and to access the Members’ purchasing/selling data to help calculate rebates accurately, to send/receive payments or payment data, to determine purchase patterns and for other permitted purposes;
• Sellers. The LBMX Solutions allow each “Seller” (whether selling Members of a Buying Group or independent suppliers/vendors), via the Services, to electronically send and/or receive Content, including Documents, payments and payment data relating to the procurement to payment cycle, to Buyers; and
• Buyers. The LBMX Solutions allow each “Buyer” (whether buying Members of a Buying Group or independent buyers or distributors), via the Services, to electronically send and/or receive Content, including Documents, payments and payment data relating to the procurement to pay cycle, to Sellers.

Your access and use may differ depending on whether you are a Member, Seller or Buyer. Your access and use may be as a result of your employer or the party for which you are providing contracted services or, if you or your employer or the party for which you are providing contracted services are a Member of a Buying Group, your Buying Group entering into a services agreement (“Services Agreement”) with us. Or you may be accessing and using our Services as a Seller or Buyer without being a Member of a Buying Group or without a Services Agreement. This AULA does not modify any Services Agreement, but binds you with respect to your access and use of the Services. If you are an employee, contractor or other agent of an entity (the “Principal”) that has executed a Services Agreement, you are referred to herein as a “Customer.” Otherwise, you are referred to herein as an “Authorized User” because you are receiving a license (or your employer’s or the party for which you are providing contracted services your license) to use the Services as a result of a Services Agreement, due to being selected by an LBMX customer to source and/or receive Content or because you request access and are granted it by us.

You acknowledge that our privacy notice, which describes our processing of personal data and your rights relating to personal data, is available at https://www.lbmx.com/privacy-policy/.  By using the Services, you consent to the processing of personal data as described therein. If there is a conflict between this Agreement, and either a privacy notice or a Services Agreement, the privacy notice or Services Agreement controls.

The Services are only authorized for use by individuals who have attained the age of majority in their jurisdiction or who otherwise have the capacity to enter into a legally binding contract on their own behalf. No other individuals may use the Services.

LBMX may revise this AULA and our privacy notice from time to time. If we materially change this AULA we will provide you with notice of such changes by email or via our Services at https://www.lbmx.com/authorized-user-agreement/  You agree to be bound by any changes to this AULA by continuing to use the Services after such changes are notified. To the extent any changes relate to data, such changes will apply to all data, including data stored in the Services prior to such changes. If you do not accept any part of this AULA, then you may not use the Services.

2. DEFINITIONS. The following capitalized terms have the meanings set forth next to them when used in this AULA.

(a)    “API” means an application programming interface made available by us for use in connecting to the Services.  APIs are components of the Services.

(b)   “Confidential Information” means confidential and proprietary information disclosed or made accessible by a disclosing party hereunder, including, for LBMX, the Services and, as between the parties, any Received Content. Confidential Information excludes information which: (i) is available to the public prior to disclosure to the receiving party or becomes available to the public by publication or otherwise without fault of the receiving party; (ii) is lawfully in the receiving party’s possession prior to the initial disclosure; (iii) is supplied to the receiving party by a third party having a legal right to so disclose; or (iv) is independently developed by receiving party without use of the disclosing party’s Confidential Information.

(c)    “Content” means Input Content and Received Content.

(d)   “Content Source” is the party which originates the relevant Content. LBMX and the Services are never the Content Source as the Services act as a network for the exchange for such information.

(e)    “Credentials” is defined in Section 3.1.

(f)    “Documents” means Input Documents and Received Documents.

(g)   “Input Content” means Input Documents and Input Product Data.

(h)   “Input Documents” means commercial invoices, purchase order acknowledgements, advance ship notices, purchase orders, remittance advice, quotes, estimates, payment authorizations and other such documents and content, including any such documents provided before the date of this Agreement including under prior agreement(s) between the parties but excluding any Input Product Data, that are or have been input into the Services by you.

(i)    “Input Product Data” means information relating to commercial products or services, such as descriptions, specifications and digital identifiers of the products, including any such information provided before the date of this Agreement including under prior agreement(s) between the parties, that are or have been input into the Services by you.

(j)    “LBMX Documentation” means all written or electronic instructions, data request guide, manuals, functional specifications, user guides and other materials related to use of the Services, which may be provided by us to you hereunder, including any new versions or updates thereto.

(k)   “LBMX IP” means the LBMX Solutions, the Services, any other content or data originating with LBMX (excluding Content), De-Identified Content, Aggregated Content (each as defined below), Usage Data, LBMX Documentation, the software, hardware, systems, materials, processes, know-how and the like utilized by and developed in the provision of the Services, including APIs and interfaces, Marks, and all goodwill therein, and all error corrections, updates, enhancements, modifications, improvements, derivative works, changes, customizations and components in any of the foregoing, and all intellectual property rights therein.

(l)    “Received Content” means Received Documents and Received Product Data.

(m)  “Received Documents” means commercial invoices, purchase order acknowledgements, advance ship notices, purchase orders, remittance advice, quotes, estimates, payment authorizations and other such documents and content, including any such documents received before the date of this Agreement including under prior agreement(s) between the parties but excluding any Received Product Data, that are or have been received through the Services from a Content Source  by you.

(n)   “Received Product Data” means information relating to commercial products or services, such as descriptions, specifications and digital identifiers of the products, including any such information received before the date of this Agreement including under prior agreement(s) between the parties, that are or have been received through the Services from a Content Source by you.

(o)   “Service Limits” means the applicable license parameters or other service limits for the Services, which may be set forth in a Services Agreement or may be what is limiting your access.

(p)   “Subscription Term” means the term for access to the Services set forth in the Services Agreement, or, if not applicable, the term for which we grant you access to the Services.

(q)    “Usage Data” means any statistical and usage data derived or generated from the performance, operation and use of the Services, and all analysis thereof, including the review and interpretation of how individuals engage with Content, User-Generated Correspondence or data published, posted, uploaded, transmitted, generated or otherwise provided through or via the Services.

(r)    “User-Generated Correspondence” means any information in any medium including, without limitation, any text, photograph, graphic, video, audio or any other type of media, that is communicated or disclosed to us or the Services via a chat or messaging feature by you. User-Generated Correspondence will include the contents of any chat and direct message conversations between you and LBMX personnel.

3.  CONNECTING TO THE SERVICES.
3.1.   Connections; Credentials. You may connect your system(s) to the Services via a variety of methods, including our web portals, direct connection, value added network (“VAN”), FTP/SFTP sites or an API connection agreed to by us or your Principal (each a “Connection”). Accessing these Connection methods may require the creation of account(s), and may require additional fees. In connection with such access, we will provide you with (or you may receive through your Principal), or you may create, credentials (“Credentials”), such as a username, password, security key, tokens, or other mechanism for ensuring the security of the Services. You agree to hold us harmless and indemnify us against any claim arising out of the use, access, disclosure, alteration, deletion, or loss of data in transit to and from LBMX or the Services. We may provide you with LBMX Documentation explaining how to use any such Connections to connect with your information systems. Such LBMX Documentation is our Confidential Information, and may only be used for such purposes. We may establish limits on the volume and frequency of your use of Connections and suspend your use of Connections if they exceed such limits; such limits, if established, will be delivered to you in writing.

3.2.   Security of Credentials. It is your responsibility to protect the Credentials, including without limitation, by using effective, complex passwords. You will not sell, transfer, share, or disclose your Credentials. You must keep the Credentials confidential to protect the security of the Services. If you become aware that someone else has obtained your Credentials or that unauthorized use of your Credentials may be occurring, you must use the Services to change your Credentials. The activities, including any business transactions, undertaken with the use of your Credentials will be legally binding and you agree that you will be responsible for such activities to the same extent and effect as if your activities were accompanied by your signed, written authorization to us and the other users of the Services. You authorize us to accept such activities without any further verification. You will be responsible for all access to the Services under your Credentials.

4.   LICENSE FROM LBMX.
4.1.    License. If you are a Customer, your license to use the Services and all Received Content is set forth in the Services Agreement. If you are an Authorized User, subject to the terms and conditions of this AULA, we hereby grant you a non-exclusive, non-transferable, non-sublicensable, revocable right during the Subscription Term (except as noted below) solely in compliance with this AULA, the LBMX Documentation, any Service Limits and all applicable laws to:

(a)    use any Connection permitted by us solely to develop, implement, and, as applicable, integrate interfaces in order to provide access to the Services from your permitted systems;

(b)   copy the Connection(s) that are code only as necessary to exercise your rights hereunder, and subject to copying of all legal, copyright, trademark and other proprietary rights notices contained in or on the Connection;

(c)     access and use the components of the Services made accessible to you via your Credentials solely for the purpose of using the features and functionality of the Services, including to submit and receive Content and User-Generated Correspondence relevant to your use of the Services;

(d)   use the LBMX Documentation, in connection with your use of the Services; and

(e)    with respect to any and all Received Content received through or via the Services: (i) download and use the Received Content solely for your internal business purposes; (ii) share Received Content with banks and other financial institutions for the purpose of generating, administering, or facilitating payments responsive to Received Content; and (iii) capture, copy, and store the Received Content or any information expressed by the Received Content solely for the purposes of use in subsections (i) and (ii). The rights in this subsection (e) will continue during the Subscription Term and, with respect to Received Content downloaded during the Subscription Term, thereafter as necessary for recordkeeping and audit purposes.

4.2.    Reservation of Rights. We, and our licensors, retain all right, title and interest in and to the Services and Received Content not granted, including without limitation, all hardware and software incorporated into or used by the Services, and this AULA does not grant you any intellectual property rights in the Services or Received Content. You agree to use the Services and Received Content only as permitted by your license. You may not: (a) use the Services and Received Content except as expressly permitted herein, or, if applicable, in the Services Agreement; (b) copy, translate, display, perform, modify and make derivative works of, reverse engineer, or reproduce the Services and Received Content or any component thereof in whole or in part including, without limitation, by posting them on your personal website, blog, social network, or any other online, electronic, or printed resource, except as expressly permitted in Section 4.1 or the license in the Services Agreement, as applicable; (c) sublicense, license, resell, distribute, share or otherwise transfer any portion of the Services and Received Content to any third party; (d) use the Services and Content in a manner that violates any applicable law; (e) interfere with or disrupt the integrity or performance of the Services; (f) attempt to gain unauthorized access to the Services or its related systems or networks; (g) remove or alter any proprietary notices or labels from the Services or Received Content; and (h) use the Services: (i) to transmit or store infringing, libelous, salacious, or otherwise unlawful, harmful,  or tortious material, or to transmit or store material in violation of the legal rights of any third-party; (ii) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, disability, or any other legally protected status or characteristic; (iii) to submit false or misleading information; (iv) to collect or track the personal information of others; (v) to spam, phish, pharm, pretext, spider, crawl, or scrape; (vi) for any obscene or immoral purpose; (vii) in any manner intended to interfere with or circumvent the security features of the Services, other websites, or other services or devices on the Internet; or (viii) to incorporate the Services or any component of them into other applications or websites.

By using the Services or Received Content, you represent and warrant that you: (1) are not located in Cuba, Iran, North Korea, Russia, Syria, or the occupied regions of Ukraine (Crimea, Donetsk, and Luhansk) (2) are not listed on any U.S. Government list of prohibited or restricted parties, including, but not limited to, the Specially Designated Nationals List, the Entity List, or the Unverified List; (3) are not subject to sanctions imposed by the United States, Canada, the European Union, the United Nations, or the United Kingdom; and (4) will not divert or export, directly or indirectly, our Services or Received Content in ways that are inconsistent with applicable U.S. and non-U.S. export controls.

4.3.    Use. We obtain the rights to make Received Content available to you. Using the Services you may elect to share Input Content with other LBMX customers you select, and access certain Received Content from LBMX customers that elect to share Received Content with you. You agree to use the Services, Content and User-Generated Correspondence in accordance with this AULA and all applicable laws. Without limiting the foregoing, you agree not to disturb the normal operation of the Services and to use the Services only in a responsible manner. If you access the Services as a Customer, you agree that your use of the Services and Content will be consistent with the conditions and directions of your employer or Principal that provided you with such access. If you access the Services as an Authorized User, you agree that your use of the Services and Content will be consistent with the conditions and directions of the LBMX customer that provided you with such access. Once Content is deposited into the Services, you are responsible for ensuring they are read and acted upon in a timely manner, as dictated by agreements with the applicable Content Source. If you are unable to access the Services on a regular basis or for an extended period of time, it is your responsibility to notify the applicable Content Source.

4.4.   Capacity Limits for Storage and Transmission. You agree that we may establish Service Limits for your use of the Services. Such limits may, for example, constrain the volume of data stored and transmitted, and the size of attached files, the size of documents within Input Content.

5.  CONTENT AND YOUR LICENSE TO LBMX.

5.1.    Conversion. You acknowledge and agree that as part of the Services, the Services may custom map and modify (including to convert for purposes of facilitating connections and electronic data interchange (“EDI”)), allow the transmission of, and temporarily store Input Content you provide to us and maintain information derived from Input Content as well as data about the use of the Services by you and your Principal. The existence of any of Input Content or User-Generated Correspondence on or in the Services does not create any express or implied approval by us of such material, nor does it indicate that such material complies with the terms of this Agreement.

5.2.   Your License to Us. The right to use Content with respect to Customer is set forth in the Services Agreement. The following license applies to each Authorized User. Authorized User hereby grants to LBMX a non-exclusive, perpetual, irrevocable, royalty-free, paid up, worldwide, transferable and sublicensable license to access, use, host, reproduce, upload, analyze, manipulate, modify and create derivative works of, transmit, store, distribute, disclose, display, make available, and otherwise process:

(a)    Input Content to:

i.  provide Input Content to you and LBMX’ other customers which have selected delivery or receipt of Input Content or for which you have selected such delivery or receipt;

ii.  provide and improve the Services and our other products and services, including testing, improvement, and new product development, including through the use of artificial intelligence or machine learning; and

iii.  remove information from and de-identify Input Documents so long as such resulting information, insofar as third parties are concerned, does not identify, and are not capable of identifying, you or your Principal (such de-identified data is “De-Identified Content”) and use such De-Identified Content or aggregate such De-Identified Content with other data or analysis to generate “Aggregated Content.” You further agree that LBMX (A) exclusively owns all such De-Identified Content and Aggregated Content, as well as any information derived therefrom (which are collectively, LBMX IP, but excluding Input Documents that are non-public provided hereunder), (B) may use the De-Identified Content and Aggregated Content for any purpose, either directly through LBMX or indirectly through or to third parties; and

(b)   User-Generated Correspondence in any way we deem fit including, without limitation, the modification, reproduction, repurposing, or deletion of it; we reserve the right to alter, remove, re-post, re-purpose, distribute, market, or trade any such User-Generated Correspondence.

5.3.   Warranties. Your Input Content becomes a different LBMX’ customer’s Received Content. You warrant and represent that you have the legal right to grant the licenses described in this Section and that Input Content and your User-Generated Correspondence will not (a) infringe upon any third party’s rights; (b) misappropriate any trade secret; (c) be unlawful; (d) contain any viruses, worms or other malicious computer programming codes intended to damage our system or data; and (e) otherwise violate the rights of a third party. By communicating or disclosing any User-Generated Correspondence to us, you represent and warrant that the User-Generated Correspondence is your own original work or work that you are authorize to share with us, is not defamatory, and does not infringe upon any applicable laws.

5.4.  Disclaimer. We are not responsible for Input Content and User-Generated Correspondence. Without limiting the foregoing, the Content Source is: (a) solely responsible for its Content; and (b) solely responsible not to transmit or publish any information in Content where such activity constitutes a crime or is otherwise unlawful. Notwithstanding the foregoing, we reserve the right (although we do not assume the obligation) to decline Services with respect to any Content and User-Generated Correspondence brought to our attention that we determine, in our sole discretion, to be in breach of this AULA, or to be otherwise objectionable and to remove from the Services any material we reasonably conclude to violate this Section. You acknowledge and agree that we are not responsible, and will bear no liability, for other LBMX customers’ access to and use of Input Content and your access to and use of other LBMX customers’ Received Content.

6.   SUSPENSION.  We may suspend your access to the Services if we reasonably believe that you are in breach of any of the terms of this AULA. If you are an Authorized User, you agree that we will not be liable to you for any modification, update, or discontinuance of the Services.

7.   COMPENSATION.  Any fees due in relation to this AULA are as quoted in the applicable Services Agreement or in a separate agreement with us.

8.   CONFIDENTIAL INFORMATION. Each party will protect the other party’s Confidential Information from unauthorized use or disclosure using no less than reasonable measures. The receiving party will not disclose the Confidential Information to any third party except those who have a need to know such information for the uses contemplated herein, are informed of the confidential nature of such information, and agree to be bound by obligations of confidentiality substantially similar to those set forth in this AULA. The receiving party will use the Confidential Information solely and exclusively for the purpose of performing or receiving the benefits of this AULA. Notwithstanding anything to the contrary, if you or your personnel provide any ideas, suggestions or recommendations regarding the Services or other of our Confidential Information, (even if designated as your Confidential Information) (“Feedback”), we are free to retain, use, incorporate and disclose, on a perpetual and irrevocable basis, such Feedback in our products, technology and/or services, without payment of royalties or other consideration. Such right is fully transferable and sublicensable. If the receiving party is required by law or court order to disclose the Confidential Information, the receiving party will give the disclosing party prompt notice of such requirement so that an appropriate protective order or other relief may be sought. The breach, or threatened breach, of any provision of this Section 8, or the breach of license rights or restrictions or other misuse of Confidential Information may cause irreparable harm to the disclosing party without an adequate remedy at law.  Upon any such breach, violation, or infringement, or threat thereof, the disclosing party will be entitled to seek injunctive relief to prevent the receiving party from commencing or continuing any action constituting such breach, violation, or infringement, without having to post a bond or other security, and without having to prove the inadequacy of other available remedies.  This Section does not limit any other remedy available to either party. This Section does not modify the scope of any rights granted in this AULA.

9.  INTELLECTUAL PROPERTY. The Services and their components are protected by copyright and other intellectual property laws. Any intellectual property and intellectual property rights associated with the Services is and will continue to be our property, the property of our licensors, or the property of the owner of the intellectual property. Certain names, graphics, logos, icons, designs, words, titles or phrases used in the Services may constitute trade names, trademarks, official marks or other intellectual property (collectively, “Marks”) of LBMX Inc., Content Sources or other entities. Marks may be registered in Canada and in other countries as applicable, and are otherwise protected according to all applicable laws. All use, reproduction, downloading, re-transmission or other copying or modification of Marks is strictly prohibited. As between the parties the applicable Content Source owns the Content they originally submit, you own the User-Generated Correspondence you submit, and LBMX owns all right, title and interest in and to the LBMX IP and Marks. You will not act in any way which may impair any rights in and to the LBMX IP and Marks.

9.1.    DISCLAIMERS. Customers receive any warranties and disclaimers under the Services Agreement. This Section will apply only to Authorized Users. ALTHOUGH CONSIDERABLE CARE HAS BEEN TAKEN IN PREPARING AND MAINTAINING THE SERVICES AND THE INFORMATION AND MATERIALS CONTAINED THEREIN, INCLUDING THE RECEIVED CONTENT, THEY ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE USE OF THE SERVICES IS AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, LBMX DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AND WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE AND USAGE OF TRADE.  WE DO NOT WARRANT THAT ACCESS TO, OR OPERATION OF, THE SERVICES WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE, THAT ALL ERRORS WILL BE CORRECTED, OR THAT THE SERVICES WILL SATISFY YOUR OR ANY THIRD PARTY’S REQUIREMENTS OR COMPLY WITH LAWS.  WE UTILIZE THE INTERNET TO PROVIDE THE SERVICES. YOU ACKNOWLEDGE THAT THE FLOW OF TRAFFIC OVER THE INTERNET DEPENDS IN LARGE PART ON SERVICES PROVIDED OR CONTROLLED BY THIRD PARTIES, WHICH CAN ALSO IMPAIR OR DISRUPT YOUR CONNECTIONS TO THE INTERNET (OR PORTIONS THEREOF), AND CERTAIN PERFORMANCE QUALITIES OF THE SUSTAINABILITY TOOL. WE DISCLAIM ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO INTERNET CONNECTIVITY. WE DISCLAIM ANY LIABILITY ARISING FROM A THIRD PARTY’S FAILURE TO PAY YOU, OR FROM FAILURES OF YOUR PAYMENT EFFORTS, INCLUDING AS A RESULT OF THE SERVICES NOT WORKING PROPERLY.

10.  INDEMNIFICATION AND LIMITATION OF LIABILITY.

10.1.  Your Indemnification. You will defend, indemnify and hold harmless LBMX and its affiliates, and their respective employees, officers, and directors, against all reasonable legal fees, expert fees, costs (including costs related to the provision of notices to customers and consumers), and expenses and all liability, losses and damages arising in connection with: (a) Input Content or User-Generated Correspondence, or use thereof (except for claims caused by our breach of this Agreement), including any claims of violation, infringement or misappropriation of any third party’s rights including intellectual property rights or privacy rights; (b) your negligence, willful misconduct, or breach of this AULA; (c) any claims brought by any third party alleging unauthorized use or disclosure of Input Content, or otherwise claiming that you failed to obtain proper consent to use or disclose Input Content for use and disclosure as contemplated herein; (d) your use or misuse of the Services or Content; or (e) your violation of any law or the rights of any third party.

10.2.   Limitation. IN NO CASE WILL WE (INCLUDING OUR DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, CONTRIBUTORS, INTERNS, SUPPLIERS, SERVICE PROVIDERS, AND LICENSORS) BE LIABLE FOR ANY INJURY, LOSS, CLAIM, OR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOST SAVINGS, LOSS OF DATA, REPLACEMENT COSTS, OR ANY SIMILAR DAMAGES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, ARISING FROM YOUR USE OF ANY OF THE SERVICES, OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF THE SERVICES. THIS LIMIT WILL APPLY EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH INJURIES, LOSSES, OR CLAIMS. WE WILL HAVE NO LIABILITY FOR (1) ANY INJURY, LOSS, OR CLAIM FOR ANY INTERRUPTION, SUSPENSION, OR DISRUPTION OF THE SERVICE; (2) ANY ERRORS OR INACCURACIES IN THE CONTENT OR MATERIALS AVAILABLE IN THE SERVICE; (3) PERSONAL INJURY OR PROPERTY DAMAGES RESULTING FROM YOUR USE OF THE SERVICES OR THE CONTENT OR MATERIALS CONTAINED THEREIN; OR (4) MALWARE WHICH MAY BE TRANSMITTED USING THE SERVICES. IN ANY EVENT, YOU ALSO AGREE THAT YOU WILL NOT COLLECT DAMAGES EXCEEDING THE GREATER OF $500 OR THE FEES YOU HAVE PAID TO LBMX IN THE SIX MONTHS PRECEDING TO THE INCIDENT GIVING RISE TO A LIABILITY. You agree to commence any legal proceeding advancing a cause of action or claim arising out of or relating to this AULA within one year after the cause of action accrues; otherwise, you agree that such cause of action or claim will be permanently barred.

11.   LINKS TO THIRD PARTY WEBSITES. The Services may contain links to third party websites. In addition, some third party websites may contain links to this Services. The linked third party websites are not under our control and we are not responsible for the availability or contents of any linked third party website site or any link contained in a linked website, or any changes or updates to such websites including the ongoing availability of any content or materials. These links are provided to you only as a convenience, and the inclusion of any link is not an endorsement or approval by us of the linked website or anything contained within it. It is up to you to take precautions to ensure your protection from malware and other risks associated with your use of the Services.

12.   TERM AND TERMINATION. Your rights to use and access the Services may be suspended or terminated automatically, without notice or refund, if you fail to comply with this AULA or the Services Agreement. This AULA will continue until terminated as follows: (a) either party may terminate this AULA on thirty (30) days written notice to the other; or (b) we may terminate this AULA by removing your access to the Services, including when the Services Agreement ends if you receive your rights in connection therewith. Any written notice to LBMX under this Section must be sent to cancellations@lbmx.com or cancellations@gosupplycloud.com. Upon termination of this AULA: (i) or upon request, the receiving party will return or destroy all Confidential Information, and upon request, provide the disclosing party written certification attesting to its destruction, except that LBMX is not obligated to return or destroy any LBMX IP, Content, or User-Generated Correspondence. Notwithstanding the foregoing, the receiving party may retain one archival copy of Confidential Information that may be used solely to demonstrate compliance with this AULA, so long as the receiving party continues to treat such Confidential Information pursuant to the terms hereof; (ii) you will cease use of the Services; and (iii) your license to the Services will terminate. Any section of this AULA which, by its nature, is intended to survive the termination of the AULA will survive the termination of this AULA for any reason.

13. MISCELLANEOUS.

13.1.  Governing Law and Dispute Resolution Venue. Except as otherwise expressly agreed between us in writing: (a) any dispute arising out of this AULA or the Services will be governed by the laws of the Province of Ontario, Canada and the federal laws of Canada applicable in the Province of Ontario, without regard to conflict of law principles and excluding the United Nations Convention on Contracts for the International Sale of Goods and (b) such disputes will be dealt with exclusively by a court of competent jurisdiction in London, Ontario, Canada or such other location as the parties may later agree, except that equitable relief may be sought by us in any court of competent jurisdiction.

13.2.   Headings. The headings before each section in this AULA are for convenience only, and will not be used in the interpretation of this AULA.

13.3.   Records Retention. You are solely responsible for maintaining your own records of activity using the Services and for retaining all copies of Content and materials sent or received using the Services. Any retention we retain on your behalf is solely for your convenience and solely at our discretion. In any event, any data we retain on your behalf will be for a maximum of seven years.

13.4.   Services Offered Only Where Permitted by Law. The Services are only intended for use in jurisdictions (and to persons residing in those jurisdictions) where they may be legally offered for sale. If you (or the business or other entity you act on behalf of) cannot legally purchase or use the Services, you are prohibited from using the Services.

13.5.  General. No waiver of any breach of this AULA and no course of dealing between the parties will be construed as a waiver of any subsequent breach of this AULA. The provisions of this AULA are severable.  If any provision of this AULA is held to be invalid, illegal, or unenforceable, the validity, legality, or enforceability of the remaining provisions will in no way be affected or impaired thereby. When executed in writing, this AULA may be executed in multiple counterparts, each of which is deemed an original, but all of which taken together constitute the same instrument.  For purposes of execution and delivery, each party may rely upon the electronic signature of the other party. LBMX has the right to (as to itself) effect an Assignment. “Assignment” means any purported assignment or transfer, directly or indirectly, of this AULA by a party whether a party assigns this AULA by way of merger, license or sale of assets to which this AULA relates, or otherwise.  You do not have the right to effect an Assignment, except with the prior express written consent of LBMX which consent may be withheld in its sole and absolute discretion.  This AULA will be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Any Assignment or other purported assignment in contravention of terms of this Section will be void and unenforceable. Our failure to perform hereunder will be excused to the extent such performance is rendered impossible by strike, pandemic, fire, flood, or other act of nature, governmental acts, orders or restrictions, or any other reason where failure to perform is beyond the reasonable control and not caused by the negligence of LBMX. This AULA will not be construed as creating a relationship of employment, agency, partnership, joint venture, or any other form of legal association.  Neither party has any power to bind the other party or to assume or to create any obligation or responsibility on behalf of the other party. This AULA will not confer any rights or remedies upon any person other than the parties and their respective successors and permitted assigns and the indemnified parties (with respect to indemnification).  Any notices provided hereunder will be in writing and will be deemed to have been duly given when delivered, or three (3) days after mailing by certified mail, return receipt requested, postage prepaid, addressed to the following addresses: if to LBMX: 400-148 Fullarton Street, London Ontario, Canada, N6A 5P3 Canada; and, if to you: to the last address you gave us. This AULA constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, negotiations, representations, and proposals, whether written or oral, relating to its subject matter. Except for modifications made by us to this AULA (or to any terms in URLs), no modification of this AULA and no waiver of any breach of this AULA will be effective unless in writing and signed by an authorized representative of the party against whom enforcement is sought. Where “including” is used herein it means “including but not limited to”. The parties have required that this Agreement and all related documents be drafted in English.

13.6.   U.S. Copyright Infringement Policy. In compliance with the United States’ Digital Millennium Copyright Act of 1998, we have established a procedure you can follow if you believe that your copyrighted work is accessible via the Services in a manner that infringes any United States copyright. That procedure, including the contact information for our designated agent for receiving complaints under this section, is available at https://www.lbmx.com/US-copyright-procedure/