Terms of Use

1.      Services.

1.1.  Generally. Services are licensed based specific Service license type selected by Customer, including, as applicable, the use case, cost, and other usage restrictions (the “License Type”). The License Types are further described in Exhibit B.

1.2.  Permitted Use. During a Subscription Term, subject to Customer’s compliance with the terms of this Agreement, Customer may access and use the Services (and access and/or install the Software on the Customer’s Systems) only for its internal business purposes in accordance with the Documentation, this Agreement, and any limitations set forth in an Order.

1.3.  Users. Only Users may access and use the Services. Each User that is issued log-in credentials must keep its log-in credentials confidential and not share them with anyone else. Customer is responsible for its Users’ compliance with this Agreement and all actions taken through their log-in credentials (excluding misuse of the log-in credentials caused by 3LC’s breach of this Agreement). Customer will promptly notify 3LC if it becomes aware of any compromise of any log-in credentials. 3LC may Process log-in credentials in connection with 3LC’s provision of the Services or for 3LC’s internal business purposes.

1.4.  Restrictions. Customer will not (and will not permit anyone else to) do any of the following: (a) provide access to, distribute, sell, or sublicense a Service to a third party (other than Users); (b) use a Service on behalf of, or to provide any product or service to, third parties other than for Customer’s client in furtherance of Customer’s business in the ordinary course; (c) use a Service to develop a similar or competing product or service; (d) reverse engineer, decompile, disassemble, or seek to access the source code or non-public APIs to a Service, except to the extent expressly permitted by Law (and then only with prior notice to 3LC); (e) modify or create derivative works of a Service or copy any element of a Service (f) remove or obscure any proprietary notices in a Service; (g) publish benchmarks or performance information about a Service; (h) interfere with the operation of a Service, circumvent any access restrictions, or conduct any security or vulnerability test of a Service; (i) transmit any viruses or other harmful materials to a Service; (j) take any action that risks harm to others or to the security, availability, or integrity of a Service; or (k) access or use a Service in a manner that violates any Law.

2.      Support. During a Subscription Term, 3LC will use commercially reasonable efforts to provide the applicable Services in accordance with the Documentation.

3.      Upgrades. Unless stated otherwise in an Order, 3LC will make Updates to Services as 3LC makes them available to its customers of the applicable Services generally. Customer’s purchase of access to Services is not contingent on the delivery of any future functionality or features or dependent on any oral or written public or private comments made by 3LC regarding future functionality or features of the Services. From time to time, 3LC, in its sole discretion, may make available Upgrades under additional or different terms. Nothing in this Agreement obligates 3LC to make Upgrades available to Customer as part of the Services or otherwise unless specifically included in an Order.

4.      Data.

4.1.  Usage Data. Except as set forth in Exhibit B with respect to Commercial License, 3LC may generate and use Usage Data for internal business purposes, such as to: (a) track use of Services for billing purposes; (b) provide support for Services; (c) monitor the performance and stability of the Services; (d) prevent or address technical issues with the Services; (e) to improve Services, its other products and services, and to develop new products and services; and (f) for all other lawful business practices, such as analytics, benchmarking, and reports. Customer will not interfere with the collection of Usage Data.

4.2.  Privacy Policy. Please read 3LC’s Privacy Policy https://3lc.ai/privacy-notice/ (the “Privacy Policy”) carefully for information relating to our collection, use, storage, and disclosure of certain personal information. The Privacy Policy is incorporated by this reference into, and made a part of, this Agreement.

5.      Customer Obligations. Customer is responsible for its Customer Data, including its content, security, and accuracy, and will comply with Laws when using the Services. Customer represents and warrants that it has made all disclosures, provided all notices, and has obtained all rights, consents, and permissions necessary with respect to its own Processing of Customer Data without violating or infringing Laws, third-party rights, or terms or policies that apply to the Customer Data.

6.      Suspension of Service. 3LC may immediately suspend Customer’s access to any or all of the Services if: (a) Customer breaches Section 1.4 (Restrictions) or Section 5 (Customer Obligations); (b) Customer’s account is 30 days or more overdue; (c) changes to Laws or new Laws require that 3LC suspend a Service or otherwise may impose additional liability on the part of 3LC; or (d) Customer’s actions risk harm to any of 3LC’s other customers or the security, availability, or integrity of a Service. Where practicable, 3LC will use reasonable efforts to provide Customer with prior notice of the suspension (email sufficing). If the issue that led to the suspension is resolved, 3LC will restore Customer’s access to the Service(s).

7.      Customer Systems. Customer will provide and maintain any Customer Systems.

8.      Third-Party Platforms. Use of Third-Party Platforms is subject to Customer’s agreement with the relevant provider and not this Agreement. 3LC does not control and has no liability for Third-Party Platforms, including their security, functionality, operation, availability, or interoperability with the Services or how the Third-Party Platforms or their providers use Customer Data. By enabling a Third-Party Platform to interact with the Services, Customer authorizes 3LC to access and exchange Customer Data with such Third-Party Platform on Customer’s behalf.

9.      Technical Services. Customer will give 3LC timely access to Customer Materials reasonably needed for the Technical Services, and if Customer fails to do so, 3LC’s obligation to provide Technical Services will be excused until access is provided. 3LC will use Customer Materials only for purposes of providing Technical Services. Customer may use Technical Services deliverables only as part of its authorized use of the Services and, subject to the same terms as for the Services in Section 1 (Services) and Section 5 (Customer Obligations).

10.   Commercial Terms.

10.1.         Subscription Term. Each Subscription Term will automatically renew for the period described in the Order unless either party gives the other party notice of non-renewal at least 30 days before the current Subscription Term ends.

10.2.         Fees and Taxes. Fees for the Services are described in each Order (“Fees”). All Fees will be paid in US dollars unless otherwise provided in an Order. Fees are invoiced as described on the schedule in the Order. Unless the Order provides otherwise or Fees are paid via credit card payment, all Fees and Expenses are due within 30 days of the invoice date. Fees for renewal Subscription Terms are at 3LC’s then-current rates, regardless of any discounted pricing in a prior Order. Late payments are subject to a service charge of 1.5% per month or the maximum amount allowed by Law, whichever is less. All Fees and Expenses are non-refundable except as may be set out in Section 11.2 (Warranty Remedy), and Section 15.4 (Mitigation). Customer is responsible for any sales, use, GST, value-added, withholding, or similar taxes or levies that apply to Orders, whether domestic or foreign, other than 3LC’s income tax (“Taxes”). Fees and Expenses are exclusive of all Taxes. In the event Customer elects to make payment by credit card, you authorize 3LC to charge all sums for the Orders that you make and any level of Service you select or published by 3LC, including all applicable Taxes, to the payment method specified in your account. If you pay any Fees with a credit card, then 3LC may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase. You agree that 3LC may seek pre-authorization of the credit card account Customer provide to 3LC for payment prior to any purchase to verify that the credit card is valid and has the necessary funds or credit available to cover such purchase. If your payment method is no longer valid at the time a renewal Fee is due, then 3LC reserves the right to delete your account and any information or Customer Data associated with your account without any liability to you.

11.   Warranties and Disclaimers.

11.1.         Limited Warranties. 3LC warrants to Customer that:

(a)    each of the Services will perform materially as described in its Documentation and 3LC will not materially decrease the overall functionality of the Service (“Performance Warranty”) during a Subscription Term (“Performance Warranty Period”); and

(b)    3LC will perform any Technical Services in a professional and workmanlike manner (“Technical Services Warranty”) for a period of [30] after the Technical Services are completed (“Technical Services Warranty Period”).

The Performance Warranty and Technical Services Warranty are each referred to as a “Limited Warranty” and collectively as the “Limited Warranties”. The Performance Warranty Period and Technical Services Warranty Period are each referred to as a “Warranty Period.”

11.2.         Warranty Remedy. If 3LC breaches a Limited Warranty during the applicable Warranty Period and Customer makes a reasonably detailed warranty claim in the manner required by 3LC within 30 days of discovering a breach of the Performance Warranty for the applicable Service(s) or of receipt of Technical Services, then 3LC will use reasonable efforts to correct the non-conformity. If 3LC cannot do so within 30 days of receipt of Customer’s warranty claim, either party may terminate the affected Order as it relates to the non-conforming Service or Technical Services. 3LC will then refund to Customer any pre-paid, unused fees for the terminated portion of the applicable Subscription Term (for the Performance Warranty) or for the non-conforming Technical Services (for the Technical Services Warranty). This Section sets forth Customer’s exclusive remedy and 3LC’s entire liability for breach of the Limited Warranties. These warranties do not apply to: (a) issues caused by Customer’s or Users’ misuse of or unauthorized modifications to the applicable Service; (b) issues in or caused by Third-Party Platforms or other third-party systems; (c) use of the applicable Service other than according to the Documentation; or (d) Trials and Betas or other free or evaluation use.

11.3.         Disclaimers. Except as expressly provided in Section 12.1 (Limited Warranties), the Services, Support, Technical Services, and all other 3LC services are provided “AS IS”. 3LC, on its own behalf and on behalf of its suppliers and licensors, makes no other warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, or noninfringement. 3LC does not warrant that Customer’s use of the Services will be uninterrupted or error-free, or that it will maintain Customer Data without loss. 3LC is not liable for delays, failures, or problems inherent in use of the Internet and electronic communications or other systems outside 3LC’s control. Customer may have other statutory rights, but any statutorily required warranties will be limited to the shortest legally permitted period.

12.   Term and Termination.

12.1.         Term. The term of this Agreement (the “Term”) starts on the Effective Date and continues until expiration or termination of all Subscription Terms.

12.2.         Termination. Either party may terminate this Agreement (including any or all Orders) if the other party: (a) fails to cure a material breach of this Agreement (including a failure to pay fees) within 30 days after notice; (b) ceases operation without a successor; or (c) seeks protection under a bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if such a proceeding is instituted against that party and not dismissed within 60 days.

12.3.         Effect of Termination. Upon expiration or termination of an Order, Customer’s access to and 3LC’s obligations to provide the Services, Support, and Technical Services described in the Order and any Software will cease. Confidential Information, as defined in Section 17, may be retained in Recipient’s standard backups notwithstanding any obligation to delete the applicable Confidential Information but will remain subject to this Agreement’s confidentiality restrictions.

12.4.         Survival. These Sections survive expiration or termination of this Agreement: 1.4 (Restrictions), 4.1 (Usage Data), 5 (Customer Obligations), 10.2 (Fees and Taxes), 11.3 (Disclaimers), 12.3 (Effect of Termination), 12.4 (Survival), 14 (Ownership), 14 (Limitations of Liability), 15 (Indemnification), 16 (Confidentiality), 17 (Required Disclosures), 20 (General Terms), and Exhibit A (Definitions). Except where an exclusive remedy is provided in this Agreement, exercising a remedy under this Agreement, including termination, does not limit other remedies a party may have.

13.   Ownership. Neither party grants the other any rights or licenses not expressly set out in this Agreement. Except as expressly provided in this Agreement, as between the parties, Customer retains all intellectual property rights and other rights in Customer Data and Customer Materials provided to 3LC. Except for Customer’s use rights in this Agreement, 3LC and its licensors retain all intellectual property rights and other rights in the Services, any Technical Services deliverables, Software, Documentation, Usage Data, and 3LC technology, templates, formats, and dashboards, including any modifications or improvements to these items made by 3LC. If Customer provides 3LC with feedback or suggestions regarding the Services or other 3LC offerings, 3LC may use the feedback or suggestions without restriction or obligation.

14.   Limitations of Liability.

14.1.         Consequential Damages Waiver. Except for Excluded Claims (as defined below) neither party (nor its suppliers or licensors) will have any liability arising out of or related to this Agreement for any loss of use, lost data, lost profits, failure of security mechanisms, interruption of business, or any indirect, special, incidental, reliance, or consequential damages of any kind, even if informed of their possibility in advance.

14.2.         Liability Cap. Except for Excluded Claims, each party’s (and its suppliers’ and licensor’s) entire liability arising out of or related to this Agreement will not exceed in aggregate the amounts paid or payable by Customer to 3LC pursuant to this Agreement during the 12 months prior to the date on which the applicable claim giving rise to the liability arose under this Agreement.

14.3.         Excluded Claims. “Excluded Claims” means: (a) Customer’s breach of Sections 1.4 (Restrictions) or 6 (Customer Obligations); (b) either party’s breach of Section 16 (Confidentiality) (but excluding claims relating to Customer Data); or (c) amounts payable to third parties under Customer’s obligations in Section 15 (Indemnification).

14.4.         Nature of Claims and Failure of Essential Purpose. The waivers and limitations in this Section 14.4 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy in this Agreement fails of its essential purpose.

15.   Indemnification.

15.1.         Indemnification by 3LC. 3LC will defend Customer from and against any third-party claim to the extent alleging that a Service as operated by 3LC, when used by Customer as permitted under the applicable Order infringes or misappropriates a third-party’s U.S. patent, copyright, trademark, or trade secret, and will indemnify and hold harmless Customer against any damages and costs awarded against Customer (including reasonable attorneys’ fees) or agreed in a settlement by 3LC resulting from the claim.

15.2.         Indemnification by Customer. Customer will defend 3LC from and against any third-party claim to the extent resulting from Customer Data, Customer Materials, or Customer’s breach or alleged breach of Section 5 (Customer Obligations), and will indemnify and hold harmless 3LC against any damages and costs awarded against 3LC (including reasonable attorneys’ fees) or agreed in a settlement by Customer resulting from the claim.

15.3.         Procedures. The indemnifying party’s obligations in this Section 15 are subject to it receiving: (a) prompt written notice of the claim; (b) the exclusive right to control and direct the investigation, defense, and settlement of the claim; and (c) all reasonably necessary cooperation of the indemnified party, at the indemnifying party’s expense for reasonable out-of-pocket costs. The indemnifying party may not settle any claim without the indemnified party’s prior consent if settlement would require the indemnified party to admit fault or take or refrain from taking any action (other than relating to use of the Services, when 3LC is the indemnifying party). The indemnified party may participate in a claim with its own counsel at its own expense.

15.4.         Mitigation. In response to an actual or potential infringement or misappropriation claim or otherwise relating to violation of intellectual property rights, if required by settlement or injunction or as 3LC determines necessary to avoid material liability, 3LC may at its option: (a) procure rights for Customer’s continued use of the applicable Service; (b) replace or modify the allegedly infringing portion of the applicable Service to avoid infringement or misappropriation without reducing the Service’s overall functionality; or (c) terminate the affected Order and refund to Customer any pre-paid, unused fees for the terminated portion of the Subscription Term.

15.5.         Exceptions. 3LC’s obligations in this Section 15 do not apply: (a) to infringement or misappropriation resulting from Customer’s modification of Services or use of Services in combination with items not provided by 3LC (including Third-Party Platforms); (b) to infringement resulting from Software other than the most recent release; (c) to unauthorized use of Services; (d) if Customer settles or makes any admissions about a claim without 3LC’s prior consent; or (e) to Trials and Betas (as defined in Section 18) or other free or evaluation use.

15.6.         Exclusive Remedy. This Section 15 sets out Customer’s exclusive remedy and 3LC’s entire liability regarding infringement or misappropriation of third-party intellectual property rights.

16.   Confidentiality.

16.1.         Definition. “Confidential Information” means information disclosed to the receiving party (“Recipient”) under this Agreement that is designated by the disclosing party (“Discloser”) as proprietary o confidential or that should be reasonably understood to be proprietary or confidential due to its nature and the circumstances of its disclosure. 3LC’s Confidential Information includes the terms and conditions of this Agreement and any technical or performance information about the Services.

16.2.         Obligations. As Recipient, each party will: (a) hold Confidential Information in confidence and not disclose it to third parties except as permitted in this Agreement; and (b) only use Confidential Information to fulfill its obligations and exercise its rights in this Agreement. At Discloser’s request, Recipient will delete all Confidential Information, except, in the case where 3LC is the Recipient, 3LC may retain the Customer’s Confidential Information to the extent required to continue to provide the Services. Recipient may disclose Confidential Information to its employees, agents, contractors, and other representatives having a legitimate need to know, provided it remains responsible for their compliance with this Section 16 and they are bound to confidentiality obligations no less protective than this Section 16.

16.3.         Exclusions. These confidentiality obligations do not apply to information that Recipient can document: (a) is or becomes public knowledge through no fault of the receiving party; (b) it rightfully knew or possessed prior to receipt under this Agreement; (c) it rightfully received from a third party without breach of confidentiality obligations; or (d) it independently developed without using Confidential Information.

16.4.         Remedies. Unauthorized use or disclosure of Confidential Information may cause substantial harm for which damages alone are an insufficient remedy. Each party may seek appropriate equitable relief, in addition to other available remedies, for breach or threatened breach of this Section 16.

17.   Required Disclosures. Nothing in this Agreement prohibits either party from making disclosures, including of Confidential Information, if required by Law, subpoena, or court order, provided (if permitted by Law) it notifies the other party in advance and cooperates in any effort to obtain confidential treatment.

18.   Trials and Betas. If Customer receives access to Services or features thereof on a free or trial basis or as an alpha, beta, or early access offering or as specified in Exhibit B (“Trials and Betas”), use is permitted only for Customer’s internal evaluation during the period designated by 3LC. Trials and Betas are optional and either party may terminate Trials and Betas at any time for any reason. Trials and Betas may be inoperable, incomplete, or include features that 3LC may never release, and their features and performance information are 3LC’s Confidential Information. Notwithstanding anything else in this Agreement, 3LC provides no warranty, indemnity, performance guarantee, or support for Trials and Betas, and its liability for Trials and Betas will not exceed US$50.

19.   Publicity. Neither party may publicly announce that the parties have entered into this Agreement, except with the other party’s prior consent or as required by Laws. However, 3LC may include Customer and its trademarks in 3LC’s customer lists and promotional materials but will cease further use at Customer’s written request.

20.   General Terms.

20.1.         Assignment. Customer may not assign this Agreement without the prior consent of 3LC. Any non-permitted assignment is void. This Agreement will bind and inure to the benefit of each party’s successors and permitted assigns.

20.2.         Governing Law, Jurisdiction and Venue. This Agreement is governed by the laws of the State of Delaware and the United States without regard to conflicts of laws provisions that would result in the application of the laws of another jurisdiction and without regard to the United Nations Convention on the International Sale of Goods. The jurisdiction and venue for actions related to this Agreement will be the state and United States federal courts located in Wilmington, Delaware and both parties submit to the personal jurisdiction of those courts.

20.3.         Notices. Except as set out in this Agreement, any notice or consent under this Agreement must be in writing and will be deemed given: (a) upon receipt if by personal delivery; (b) upon receipt if by certified or registered U.S. mail (return receipt requested); or (c) one day after dispatch if by a commercial overnight delivery service. Notice to 3LC shall be sent to 3LC Inc, 16290 Katy Fwy, Suite 400, Houston, TX 77094, USA. Notices may not be sent via email by Customer unless otherwise expressly permitted elsewhere in this Agreement. Either party may update its address with notice to the other party. 3LC may also send operational notices to Customer by email or through the Services.

20.4.         Entire Agreement. This Agreement (which includes all Orders, exhibits and the Policies) is the parties’ entire agreement regarding its subject matter and supersedes any prior or contemporaneous agreements regarding its subject matter. In this Agreement, headings are for convenience only and “including” and similar terms are to be construed without limitation.

20.5.         Modifications of Terms. 3LC may, from time to time, change this License Agreement. Please check this License Agreement periodically for changes. Revisions will be effective immediately except that, for existing users, material revisions will be effective 30 days after posting or notice to you of the revisions unless otherwise stated. We may require that you accept modified License Agreement in order to continue to use the Service. If you do not agree to the modified License Agreement, then you should discontinue your use of the Service. Except as expressly permitted in this Section 20.5 (Modification of Terms), the License Agreement may be amended only by a written agreement signed by authorized representatives of the parties. Nonetheless, with notice to Customer, 3LC may modify the Policies to reflect new features or changing practices, but the modifications will not materially decrease 3LC’s overall obligations during a Subscription Term.

20.6.         Waivers and Severability. Waivers must be signed by the waiving party’s authorized representative and cannot be implied from conduct. If any provision of this Agreement is held invalid, illegal, or unenforceable, it will be limited to the minimum extent necessary so the rest of this Agreement remains in effect.

20.7.         Force Majeure. Neither party is liable for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) due to events beyond its reasonable control, such as a strike, blockade, war, pandemic, act of terrorism, riot, Internet or utility failures, refusal of government license, or natural disaster (“Force Majeure Events”).

20.8.         Independent Contractors. The parties are independent contractors, not agents, partners, or joint venturers.

20.9.         Export. Customer will comply with all relevant U.S. and foreign export and import Laws in using any Service. Customer: (a) represents and warrants that it is not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country; (b) agrees not to access or use Services in violation of any U.S. export embargo, prohibition, or restriction; and (c) will not submit to the Services any information controlled under the U.S. International Traffic in Arms Regulations.

20.10.      Government End-Users. Elements of the Services are commercial computer software. If the user or licensee of the Services is an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Services or any related documentation of any kind, including technical data and manuals, is restricted by the terms of this Agreement in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. The Services were developed fully at private expense. All other use is prohibited.

20.11.      Conflicts in Interpretation. If there are inconsistencies or conflicts between the terms of the body of this Agreement and the terms of any exhibits, attachments, addenda, Policies, and other documents attached to or incorporated by reference in this Agreement, the order of precedence is as follows: (a) the terms contained in the body of this Agreement; (b) the terms of the exhibits, attachments, addenda, and Policies to this Agreement; and (c) the Documentation.