Terms of Use

Lula Technologies, Inc.  (“Lula”) provides insurance infrastructure and related services (“Offerings”) through either Lula’s application programing interface (“API”) or Lula’s Customer web-portal (“Portal”).  You or, if you are accessing the Offerings on behalf of another individual, organization, or entity, that organization or entity (in either case, “Customer”) may access the Offerings by entering into an online or other form of order for those Offerings with Lula (“Order”).  

These TERMS OF USE (“Terms”) and each Order entered into by Customer together form a binding legal agreement between Lula and Customer (“Agreement”).  Lula is willing to allow Customer to access and use the Offerings only if Customer agrees to be bound by the Agreement.  

PLEASE CAREFULLY READ THESE TERMS.  IF CUSTOMER DOES NOT AGREE TO THESE TERMS, OR DOES NOT MEET THE QUALIFICATIONS INCLUDED IN THESE TERMS, LULA IS NOT WILLING TO ENTER INTO THE AGREEMENT WITH CUSTOMER OR TO PROVIDE CUSTMOER WITH ACCESS TO ANY OFFERINGS.  

BY CLICKING “I AGREE” TO THESE TERMS OR ANY ORDER, OR BY ACCESSING OR USING THE API, PORTAL, OR ANY OFFERINGS, CUSTOMER AGREES TO THESE TERMS AND ENTERS INTO AND AGREES TO BE BOUND BY THE AGREEMENT.  ANY INDIVIDUAL AGREEING TO THESE TERMS AND ENTERING INTO THE AGREEMENT ON CUSTOMER’S BEHALF REPRESENTS AND WARRANTS THAT SHE, HE, OR THEY HAVE ALL APPROPRIATE AUTHORITY TO BIND CUSTOMER TO THESE TERMS AND THE AGREEMENT AND THAT SHE, HE, OR THEY WILL NOT TO CLICK “I AGREE” OR ACCESS OR USE THE API, PORTAL, OR ANY OFFERING UNLESS AND UNTIL SHE, HE OR THEY HAVE SUCH AUTHORITY.  

  1. 1. Definitions.  All capitalized terms used in the Agreement will have the meanings given to them herein.  All other terms used in the Agreement will have their plain English (U.S.) meaning.
  2. 2. Term.  The Agreement is entered into as of the earlier of the date Customer first clicks “I agree” or accesses or uses the Offerings (“Effective Date”) and will continue until terminated as set forth herein (“Term”).  
  3. 3. Orders.
  1. Generally.  Access to the Offerings is provided through Orders placed with Lula.  By placing an Order with Lula, Customer agrees to be bound by the terms of that Order upon acceptance Lula.  Once placed, an Order may not be revoked without the prior permission of Lula.  Lula may reject any Order for any reason in its sole discretion.  Each Order accepted by Lula is subject to and hereby made a part of the terms of the Agreement.  
  2. Subscriptions.  Except as otherwise specified in an Order, access to all Offerings is purchased on a subscription basis.  The period of each subscription purchased under each Order (“Subscription Period”) shall commence on the date the Order is accepted by Lula and, unless earlier terminated, shall continue for the initial period specified in the Order.  Upon the end of the applicable initial period, the Subscription Period shall automatically renew for renewal periods equal to the initial period, unless either party gives the other party written notice of non-renewal at least [30] days prior to the expiration of the then-current period.  Lula reserves the right to adjust the pricing and terms applicable to any subscription by providing notice to Customer at least [30] days prior to the end of the initial period or any renewal period for that subscription.  
  3. Orders.
  1. 4. Insurnace.
  1. Generally.  The Offerings may enable Customer to apply for and purchase insurance coverage (“Insurance”) for itself and its employees, contractors, and customers (each, an “Insured”) from third party insurance carriers or underwriters (“Insurer”).  All policies for any Insurance applied for through the Offerings (“Policies”) are strictly between Customer and the Insurer under that Policy.  Each Policy is a separate agreement between Customer and such Insurer and is not subject to these Terms or part of the Agreement.  Lula is not a party to any Policy and does not underwrite or provide any portion of any Insurance under the Agreement.
  2. Applications.  Customer may submit applications to purchase Insurance through the Offerings (each, an “Application”).  Each Application constitutes Customer’s offer to purchase the specified Insurance pursuant to the terms of the applicable Policy.  Customer acknowledges and agrees that it is solely responsible for all decisions regarding any Application submitted through the Offerings and for determining the scope of coverage appropriate to Customer and its Insured(s) in connection therewith.  Customer agrees to provide any information requested by Lula or the Insurer in connection with processing any Application, including the make and model of vehicle, Insured’s name, email address, phone number, driver’s license number, and address.  Customer acknowledges and agrees that this information may be shared with third parties (including the Insurer) and/or screened against other information (including motor vehicle records) to determine whether the Insured is eligible for coverage, as well as the scope, cost, and terms of any such coverage.
  3. Binding Policies. Any Policy will become binding only upon the Insurer’s acceptance of Customer’s Application for such Policy.  Each Policy is subject to the terms thereof and any additional terms and conditions indicated by the applicable Insurer.  Lula will use commercially reasonable efforts to notify Customer when a Customer Application has been accepted using the email address Customer provides in connection with that Application or the Account (as defined below).  
  4. Claims.  The Offerings may provide Customer with resources to assist Customer in managing Policies obtained through the Offerings, including submitting, managing, and resolving claims under such Policies (“Claims”).  Customer is solely responsible for management of all Policies of Customer, including any Claims thereunder. All Claims and any resolution thereof, are exclusively between Customer and the applicable Insurer and the Offerings only provide a means for Customer to communicate with the Insurer regarding its Policies and any Claims.  Any Insurer may also require that Claims or other communications be submitted through one or more other means.  Customer is solely responsible for all communications with each Insurer and the content thereof and Lula disclaims any responsibility or liability in connection therewith.
  5. Not an Insurer.  CUSTOMER ACKNOWLEDGES AND AGREES THAT LULA IS NOT AN INSURER OR A PARTY TO ANY POLICY.  UNDER NO CIRCUMSTANCES WILL LULA HAVE ANY OBLIGATION TO PROVIDE ANY INSURANCE UNDER THE AGREEMENT OR ANY POLICY OR PERFORM ANY OBLIGATIONS UNDER ANY POLICY.  CUSTOMER HEREBY RELEASES LULA FROM ANY SUCH OBLIGATION.  WHILE APPLICATIONS MAY BE PLACED THROUGH THE OFFERINGS, ALL POLICIES OBTAINED ARE SOLELY BETWEEN CUSTOMER AND THE APPLICABLE INSURER UNDERWRITING THE POLICY.  IN NO EVENT WILL LULA BE LIABLE FOR ANY AMOUNTS DUE UNDER ANY POLICY PURCHASED ON OR THROUGH THE OFFERINGS AND CUSTOMER HEREBY RELEASES LULA FROM ANY CLAIM RELATING THERETO.  CUSTOMER IS SOLELY RESPONSIBLE FOR REVIEWING THE TERMS OF ANY POLICY AND FOR COMPLYING WITH THE TERMS OF SUCH POLICY.
  1. 5. Additional Offerings.  Lula may provide additional Offerings to Customer, provided that Lula is under no obligation to do so unless, and only to the extent, specified in Orders under this Agreement.  .  Offerings may include services and functionality provided by Lula’s third party providers services (“Third-party Offerings”).  Customer acknowledges and agrees that the Lula is not responsible for any Third-party Offerings, including their accuracy, completeness, or performance thereof. Lula does not assume and shall not have any liability or responsibility to Customer for any Third-party Offerings.  Any Third-party Offerings are subject to any additional terms and conditions accompanying those Third Party Offerings.  All access by Customer to and use of any Third-party Offerings is entirely at Customer’s risk and subject to such third parties' terms and conditions.
  2. 6. Data and Content.  
  1. Lula Data.  The Offerings may provide Customer with access to data, information, and other content provided by Lula and its providers (“Lula Data”).  Subject to Customer’s compliance with the Agreement, during the Term, Customer may access the Lula Data through the Offerings and use the Lula Data without modification solely for Customer’s own internal business purposes in connection with Customer’s use of and access to the Offerings.  Lula will use commercially reasonable measures designed to help ensure the accuracy and reliability of the Lula Data, but Lula will not be responsible for any errors or omissions in any Lula Data.  
  2. Customer Data.  Customer Data” means data, information, and other content that is uploaded, provided, or otherwise made available by or on behalf of the Customer through the API or Portal.  Customer is solely responsible for all Customer Data.  Lula may use the Customer Data to operate, provide, and support the Offerings and to otherwise perform its obligations and exercise its rights under the Agreement.  Lula may also use and disclose any Customer Data as described in the Agreement and Lula’s current privacy policy applicable to the Offerings (“Privacy Policy”).  Notwithstanding anything in the Privacy Policy to the contrary, Lula will have the right to collect and generate non-personally identifiable data and information (data or information that does not identify Customer or any individual as the source thereof) resulting from the use of and access to the Offerings.  To the extent any such data or information is collected or generated by Lula, Lula may use such data and information for any lawful business purpose without any duty or obligation to Customer.  Customer represents and warrants to Lula that neither the Customer Data nor Lula’s permitted use of the Customer Data will: (a) violate the Agreement or any applicable laws, rules, or regulations; (b) be libelous, defamatory, obscene, abusive, pornographic, threatening, or an invasion of privacy; (c) constitute an infringement or misappropriation of any intellectual property or other rights of any third party throughout the world; (d) be illegal in any way or advocate illegal activity; (e) contain viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents, or programs; or (f) be false, misleading, or inaccurate.  Customer represents and warrants to Lula that Customer has all right, title, and interest in, and has obtained all consents, authorizations, and permissions to all Customer Data necessary to grant Lula the foregoing rights and licenses.  Lula will not be responsible or liable for any deletion, correction, destruction, damage, loss, or failure with respect to any Customer Data.  Lula may take remedial action if any Customer Data violates the Agreement, provided that Lula is under no obligation to review any Customer Data for potential liability.  
  1. 7. Portal and API.  Customer will access the Offerings either through the API or the Portal, but not both, as indicated in Customer’s initial Order.  
  1. 1. Portal.
  1. (a) Access.  If Customer purchases a subscription to access the Offerings through the Portal, subject to Customer’s compliance with the Agreement, during the Subscription Period for that subscription, Lula will provide Customer with a limited, non-exclusive, non-transferable, non-sublicensable right solely to allow employees, agents, contractors or representatives of Customer (“Users”) to access the Offerings through the Portal for Customer’s own internal business purposes.
  2. (b) Account.  Customer may be required to establish an account on the Portal (an “Account”) prior to accessing the Offerings through the Portal.  The identification and password associated with Customer’s Account (the “Account ID”) is personal in nature and may only be used by Customer and its Users to access the Offerings through the Account.  Customer will not, and shall ensure that its User do not, share the Account or Account ID or provide any third party access to the Account or Account ID.  Customer is solely responsible for all access to the Portal and all Offerings through the Account, including any Orders placed through the Account.  Customer is solely responsible for compliance by each User with the applicable terms of the Agreement and any other terms or conditions applicable to any Offering.  Customer will ensure that all information about each User provided to Lula is and remains accurate and complete and that all Account IDs are kept secure and confidential.  Customer will notify Lula immediately if any Account ID is lost, stolen, or otherwise compromised.  All use of the Portal or any Offerings through the Account will be deemed to have been completed by Customer.
  1. 2. API
  1. (a) Access.  If Customer purchases a subscription to access the Offerings through the API, subject to Customer’s compliance with the Agreement, during the Subscription Period for that subscription, Lula will provide Customer with a limited, non-exclusive, non-transferable, non-sublicensable right solely to (i) enable websites, web services or other platforms owned and controlled by Customer (“Customer Sites”) to access the Offerings through the API, and (ii) allow Users to access the Offerings through the Customer Sites for Customer’s own internal business purposes.
  2. (b) Implementation.
  1. (i) Customer Sites.  Customer is solely responsible for enabling each Customer Site to interface directly with the API and enabling the Customer Site to support access to the Offerings through the API.  Customer will develop each Customer Site in compliance with this Agreement and all technical and implementation requirements documentation for the API provided by Lula (the “Technical Documentation”).  Customer will remain solely responsible for ensuring that the operation of each Customer Site remains in compliance with the Agreement and the Technical Documentation.  
  2. (ii) Testing.  Prior to making any Customer Site available for use by Users, Customer will test the Customer Site to ensure that it operates properly with the API and complies with all applicable requirements of the Technical Documentation.  Customer will not provide access to or use of any Customer Site to any User prior to confirmation that such Customer Site has successfully completed such testing.  Lula may, in its sole discretion, require Customer to cease operation of any Customer Site if Lula reasonably believes that the Customer Site fails to comply with this Agreement or the Technical Documentation.
  1. (c) API Credentials.  Lula may provide Customer with access credentials for use in enabling the Customer Sites to access the API (“API Credentials”), including subscription key and/or subscription key and authorization-based tokens.  Lula may update the API Credentials periodically upon notice to Customer.  Customer shall only access the API using the most current API Credentials provided by Lula.  Customer is solely responsible for all use of the API Credentials provided to Customer.  Customer will ensure the security and confidentiality of all API Credentials and will prevent unauthorized access to or use of the API or any Offerings through any API Credentials.  Customer will notify Lula promptly of any such unauthorized access or use of any API or Offerings through the API Credentials or if any API Credentials are lost, stolen, or otherwise compromised.  All use of the API or any Offerings through the API Credentials will be deemed to have been completed by Customer.
  1. 8. Restrictions.  The Lula Data, the API, Portal, and Offerings, and all software, hardware, data, databases, and other technology used to provide foregoing (collectively, the “Lula Property”), constitute the valuable intellectual property of Lula.  As an express condition to the rights granted to Customer under the Agreement, Customer will not and will not permit any employee, contractor, User, or third party to: (1) use or access the Lula Property or any portion thereof for any purpose except as expressly provided in the Agreement; (2) modify, adapt, alter, translate, or create derivative works from the Lula Property; (3) distribute, lend, loan, lease, license, sublicense, transfer, or make available the Lula Property, or any rights in or to the Lula Property to any third party; (4) access or use the Lula Property in any unlawful, illegal, or unauthorized manner; (5) access or use the Lula Property in any manner that could damage, disable, overburden or impair the operation of the Lula Property; (6) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, structure, design, or method of operation for the Lula Property; (7) circumvent or overcome (or attempt to circumvent or overcome) any technological protection measures intended to restrict access to the Lula Property; (8) interfere in any manner with the operation of the Lula Property or attempt to gain unauthorized access to the Lula Property; (9) use the APIs to access or interface with any products, systems, applications, software, or hardware other than the Lula Offerings described in the applicable Order; (10) develop any software or other technology for accessing or using the Lula Property in a way other than as permitted in the Agreement; (11) except as expressly permitted herein, use automated scripts or processes to collect information from or otherwise interact with the Lula Property; or (12) alter, obscure, or remove any copyright notice, copyright management information or proprietary legend contained in or on any Lula Property.  All use of the Lula Property will be solely in accordance with the Agreement and any instructions provided by Lula.  Lula may monitor use of the API, Portal, and Offerings to verify compliance with the terms of the Agreement.  Customer consents to all such monitoring and to the use by Lula of all data and information collected through such monitoring.  
  2. 9. Fees and Payment.  Customer will pay the fees specified in each Order or relating to any Insurance purchased through the Offerings (“Fees”) when due.  Unless specified in the Order or herein, all Fees are due and payable by Customer as and when incurred.  All subscription Fees are due in advance, on the [first day of the month to which such Fees apply].  Customer may not withhold, reduce, or offset Fees owed to Lula under the Agreement against any amounts due to Customer.  If Customer has specified a credit card, debit card, online payment account, mobile services account, bank account, or other payment method as an applicable payment mechanism under the Agreement, Customer hereby grants Lula the right to charge the applicable account Customer provided to Lula for all Fees incurred under the Agreement.  All Fees are non-refundable.  In the case of late payment, after prior written notice, Lula may suspend Customer’s use of the applicable Offering until payment is made in full.  Until paid in full, all past due amounts will bear an additional charge of the lesser of 1½% per month or the maximum amount permitted under applicable law.  Customer will reimburse Lula for all costs associated with any collection agencies, attorneys, arbitrations, or courts of law utilized by Lula in collecting any past due amounts under the Agreement.  Customer agrees to pay any taxes and other Fees and charges imposed by any government entity on the Offerings or arising from the Agreement, excluding taxes based on Lula’s net income and payroll taxes.  
  3. 10. Ownership.  As between Lula and Customer, Lula and its providers retain all right, title, and interest, including all intellectual property and other rights throughout the world, in and to the Lula Property and any updates, upgrades, enhancements, modifications, and improvements thereto.  Customer receives no interest in or to any of the foregoing.  Customer is not granted any right or license to use any of the foregoing (whether by implication, estoppel, or otherwise), apart from Customer’s permitted access to the Offerings as specified in the Agreement.  The Lula name, logo and all product and service names associated with the Offerings are trademarks of Lula and its licensors and providers, and Customer is granted no right or license to use them.  Customer covenants, on behalf of itself and its successors and assigns, not to assert against Lula any rights, or any claims of any rights, in any Lula Property.  Except as expressly stated in the Agreement, Lula grants Customer no rights or licenses in or to the Lula Property or under any intellectual property or other rights of Lula, whether by implication, estoppel, or otherwise.
  4. 11. Termination.  The Agreement will automatically terminate upon termination of Customer’s subscription to access and use either the API or the Portal.  Additionally, either party may terminate the Agreement effective on written notice to the other party if the other party materially breaches the Agreement and such breach: (1) is incapable of cure; or (2) being capable of cure, remains uncured 30 days after the non-breaching party provides the breaching party with written notice of such breach.  Upon termination of the Agreement for any reason: (a) all rights and subscriptions granted to Customer under the Agreement will terminate; (b) Customer will immediately cease all use of and access to the API, Portal, and Offerings, including Customer Data and any Lula Data obtained prior to termination; (c) Lula may cease providing access to the API, Portal, and Offerings; and (d) Lula may, in its sole discretion, delete or deactivate any Accounts or API Credentials, and delete any Customer Data.  Customer Data may continue to exist on the Portal after termination of the Agreement unless Customer actively deletes it or contacts Lula to request deletion.  The applicable portions of Sections, 1 (Definitions), 9 (Fees and Payment), 10 (Ownership), 11 (Termination), 13 (Warranties), 14 (Disclaimer), 15 (Indemnity), 16 (Limitation of Liability), 17 (Confidentiality), 18 (Dispute Resolution), 19 (Notices) and 21 (Additional Terms), will survive any expiration or termination of the Agreement.
  5. 12. Suspension.  Without limiting Lula’s right to terminate the Agreement or any Order, Lula may also suspend Customer’s access to the Offerings (including Customer Data), with or without notice to Customer, upon any actual, threatened, or suspected breach of the Agreement or applicable law or upon any other conduct deemed by Lula to be inappropriate or detrimental to Lula, the Offerings, or any other Lula customer, user, or other third party.
  6. 13. Warrenties.
  1. General.  Customer represents, warrants, and covenants that: (a) it has full power and authority to enter into the Agreement and to perform its obligations under the Agreement; (b) the Agreement is a legal and valid obligation binding upon Customer and enforceable in accordance with its terms; and (c) the Agreement will not conflict with, result in a breach of, or constitute a default under any other agreement to which Customer is a party or by which such party is bound.  
  2. Compliance with Law.  Customer acknowledges that the Offerings are general-purpose and are not specifically designed to facilitate compliance with any specific law.  Customer represents, warrants and covenants that it will at all times comply with all laws, rules, and regulations (“Laws”) that relate to the exercise of its rights and the performance of its obligations under the Agreement, and that it will implement and affect reasonable procedures to ensure such compliance, including with respect to its access to and use of the Offerings and all Customer Data it provides or makes available through the API, Portal, or Offerings, including data from any Insured.  Customer agrees to take such actions as Lula reasonably believes necessary for either or both of Customer and Lula to comply with applicable Laws, including the Fair Credit Reporting Act, 15 U.S.C. § 1681 and any laws, rules or regulations governing the offering or provision of insurance.  Customer will obtain from each Insured any consents, authorizations, and permissions, and deliver to each Insured any notices, disclosures, or other instruments, to the extent requested by Lula or necessary to comply with the foregoing Laws.  Notwithstanding the foregoing, Lula is not responsible for notifying Customer of any such laws, rules, or regulations or for enabling Customer’s compliance with any such laws, rules, or regulations, or for Customer’s failure to comply.  Customer shall not cause Lula itself to violate any applicable laws, rules, or regulations.
  3. Performance.  Lula warrants that it will use commercially reasonable efforts to provide the Offerings as indicated in the Agreement.  Customer’s sole and exclusive remedy, and Lula’s entire liability, for any breach of the foregoing warranty will be, in Lula’s discretion, to re-perform or repair the deficient Offerings or to terminate of Customer’s subscription to the affected Offerings.  
  1. 14. Disclaimer.  EXCEPT AS EXPRESSLY PROVIDED IN SECTION 13, LULA DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES, AND LULA HEREBY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL REPRESENTATIONS, WARRANTIES, TERMS, CONDITIONS, OR STATEMENTS, WHICH MIGHT HAVE EFFECT BETWEEN THE PARTIES OR BE IMPLIED OR INCORPORATED INTO THE AGREEMENT, WHETHER BY STATUTE, COMMON LAW, OR OTHERWISE, INCLUDING ANY IMPLIED CONDITIONS, WARRANTIES, OR OTHER TERMS AS TO TITLE, NON-INFRINGEMENT, MERCHANTABILITY, SUITABILITY, ORIGINALITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE.  LULA MAKES NO WARRANTIES THAT THE OPERATION OF THE API, PORTAL, OR OFFERINGS WILL BE SECURE, UNINTERRUPTED, OR ERROR FREE OR THAT CUSTOMER WILL RECEIVE COVERAGE UNDER ANY INSURANCE POLICY ORDERED THROUGH THE API, PORTAL, OR OFFERINGS.
  2. 15. Indemnity.  Customer will indemnify, defend, and hold harmless Lula, its affiliates and providers, and its and their respective officers, directors, shareholders, affiliates, employees, agents, contractors, assigns, customers, users, providers, licensees, and successors in interest (“Indemnified Parties”) from any and all claims, losses, liabilities, damages, fees, expenses and costs (including attorneys' fees, court costs, damage awards, and settlement amounts) that result from any claim or allegation against any Indemnified Party arising in from or relating to: (1) Customer’s access to or use of the Offerings, including any Lula Data; (2) Customer Data or any lack of disclosure, consent or permission necessary for Lula to use the Customer Data as permitted by the Agreement; (3) any claim by an Insured for insurance coverage or other benefits from Lula; and (4) Customer’s breach of any representation, warranty, or other provision of the Agreement.  Lula will provide Customer with notice of any such claim or allegation, and Lula will have the right to participate in the defense of any such claim at its expense.
  3. 16. Limitation of Liability.  LULA WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), ARISING IN CONNECTION WITH OR OUT OF THE USE OF THE OFFERINGS, EVEN IF LULA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF CUSTOMER DATA OR CUSTOMER’S OPPORTUNITY, REVENUES OR PROFITS, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES.  LULA’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THE AGREEMENT AND ITS PROVISION OF THE OFFERINGS, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE GREATER OF (1) AMOUNTS CUSTOMER ACTUALLY PAID TO LULA FOR USE OF THE OFFERINGS IN THE PRECEDING [3] MONTHS OR (2) [$1,000].  CUSTOMER AGREES THAT LULA WOULD NOT ENTER INTO THE AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY.  ALL CLAIMS BY A PARTY AGAINST THE OTHER PARTY RELATING TO THE AGREEMENT OR ANY OFFERING MUST BE BROUGHT WITHIN 18 MONTHS AFTER THE CLAIM ARISES, OR ANY SHORTER PERIOD SPECIFIED BY APPLICABLE LAW.  IN JURISDICTIONS WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, LULA’S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
  4. 17. Confidentiality.  The terms of the Agreement (including all Fees), all Lula Data, and any other information disclosed or made available by Lula under the Agreement, are and will remain the “Confidential Information” of Lula.  Customer will not disclose Confidential Information to any third party without Lula’s prior written consent.  Customer may disclose the Confidential Information only to its employees who have a need to know the Confidential Information for purposes of Customer’s valid use of the Offerings as permitted under the Agreement and who are bound by an obligation of confidentiality at least as protective of the Confidential Information as the Agreement.  Customer will treat all Confidential Information with the same degree of care as Customer treats its own confidential information, which, in no event, will be less than reasonable care.  Customer will not utilize the Confidential Information other than as expressly permitted in the Agreement.
  5. 18. Dispute Resolution.
  1. Arbitration. The parties will attempt to resolve all disputes, controversies, or claims arising under, out of, or relating to the Agreement, including the formation, validity, binding effect, interpretation, performance, breach or termination, of the Agreement and the arbitrability of the issues submitted to arbitration hereunder and non-contractual claims relating to the Agreement (each, a “Dispute”) through discussion between the parties.  Except as otherwise provided in this Section 18, if any Dispute cannot be resolved through negotiations between the parties within 30 days of notice from one party to the other of the Dispute, either party may submit such Dispute for final settlement through binding arbitration under the JAMS streamlined arbitration rules and procedures then in effect (the “Rules”).  Either party may commence the arbitration by delivering a request for arbitration as specified in the Rules.  The arbitration will be conducted before a sole neutral arbitrator selected by agreement of the parties.  If the parties cannot agree on the appointment of a single arbitrator within 30 days after either party to the Agreement delivers a request for arbitration, a neutral arbitrator will be selected as provided in the Rules.  The arbitration will be conducted in the English language at a site specified by Lula in [Miami, Florida].  The arbitrator will apply the law set forth in Section 18.3 to any such arbitration and shall have the power to award any remedy available at law or in equity; provided, however, that the arbitrator shall have no jurisdiction to amend the Agreement or grant any relief not permitted herein or beyond the relief permitted herein.  The award of the arbitrator will be the exclusive remedy of the parties for all claims, counterclaims, issues or accountings presented or plead to the arbitrator.  Judgment upon the award may be entered in any court or governmental body having jurisdiction thereof.  Any additional costs, fees or expenses incurred in enforcing the award may be charged against the party that resists its enforcement. 
  2. Injunctive Relief.  Without prejudice to the parties’ right to proceed with arbitration, if Lula reasonably believes Customer has, in any manner, breached its confidentiality obligations under the Agreement or violated, misappropriated, or infringed or threatened to violate, misappropriate, or infringe any intellectual property or other rights of Lula throughout the world, then Lula may seek emergency, preliminary or other appropriate interim relief in the federal courts located in [Miami, Florida].
  3. Choice of Law; Venue.  The interpretation of the rights and obligations of the parties under the Agreement, including, to the extent applicable, any negotiations, arbitrations or other proceedings hereunder, will be governed in all respects exclusively by the laws of the [State of Florida (U.S.A.)] as such laws apply to contracts between Florida residents performed entirely within Florida, without regard to the conflict of laws provisions thereof.  The United Nations Convention on Contracts for the International Sale of Goods shall not apply to the Agreement, and the parties hereby disclaim the application thereof.  Subject to Section 18.1, each party will bring any action or proceeding arising from or relating to the Agreement exclusively in a federal court in [Miami, Florida] (U.S.A.), and Customer irrevocably submit to the personal jurisdiction and venue of any such court in any such action or proceeding brought in such courts by Lula.
  4. WAIVER OF JURY TRIAL AND CLASS ACTION.  BY AGREEING TO ARBITRATE DISPUTES, THE PARTIES ARE WAIVING ANY RIGHT TO A TRIAL BY JURY OR A COURT, EXCEPT TO THE LIMITED EXTENT SET FORTH ABOVE.  THE PARTIES ALSO WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR ANY FORM OF COLLECTIVE OR REPRESENTATIVE ACTION.  CUSTOMER AND LULA AGREE THAT THE ARBITRATOR HAS NO AUTHORITY TO CONDUCT CLASS-WIDE ARBITRATION AND CAN ONLY DECIDE THE DISPUTE BETWEEN CUSTOMER AND LULA.  IF ANY PART OF THE ARBITRATION AGREEMENT IS RULED TO BE INVALID, THEN THE UNDERLYING DISPUTE MUST BE RESOLVED BY A JUDGE, SITTING WITHOUT A JURY, IN A COURT OF COMPETENT JURISDICTION, AND NOT AS A CLASS ACTION LAWSUIT
  1. 19. Notices.  Unless otherwise specified in the Agreement, any notices required or allowed under the Agreement will be provided to Lula by postal mail to the address for Lula listed on its website, attention “legal”.  Lula may provide Customer with any notices required or allowed under the Agreement by sending Customer an email to any email address Customer or its Users provide to Lula in connection with Customer’s Account(s).  Notices provided to Lula will be deemed given when actually received by Lula.  Notice provided to Customer will be deemed given 24 hours after sending via e-mail, unless (as to e-mail) Lula is notified that the e-mail address is invalid.
  2. 20. Export.  Customer will comply with all export and import control Laws applicable to the access to and use of the Offerings.  Customer will obtain all licenses, permits, and approvals required by the U.S.  government or any other government and under any applicable laws.  Customer will not export or re-export any Lula Property without all such required licenses, permits, and approvals.  Customer will defend, indemnify, and hold harmless Lula from and against all fines, penalties, liabilities, damages, costs, and expenses incurred by Lula as a result of any violation of such laws by Customer.
  3. 21. Modifications.  Lula may, in its sole discretion, modify these Terms from time to time.  Lula will use commercially reasonable efforts to provide Customer with notice of any material modifications to these Terms.  Notice may be provided to Customer directly or to all customers of the Offerings.  Any modification to these Terms made for legal or administrative reasons will be effective upon notice.  Any modification to these Terms for any other reason will be effective [10] days following posting of the modified version of these Terms to the Lula website.  Customer’s continued access to or use of the API, Portal, or any Offerings following such notice constitutes Customer’s acceptance of, and agreement to modify Customer’s Agreement with Lula to include, any such modified Terms.  Except as expressly specified herein, the Agreement may be amended or modified only by a writing signed by both parties.  Notwithstanding any modification to these Terms, Lula may modify the functionality of the API, Portal or Offerings at any time with or without notice to Customer, provided that Lula will not materially reduce the functionality thereof without providing Customer with an opportunity not to renew Customer’s subscription for such Offerings.  
  4. 22. Additional Terms.  The Agreement consists of these terms and conditions and all Orders, all of which are incorporated in and made a part of the Agreement.  The Agreement is the complete and exclusive agreement between Customer and Lula regarding Customer’s access to and use of the API, Portal, Offerings and any Lula Data.  The Agreement supersedes any prior agreement or proposal, oral or written, and any other communications between Customer and Lula relating to Customer’s use of the API, Portal, Offerings, or other Lula Property.  All waivers by Lula under the Agreement must be in writing or later acknowledged by Lula in writing.  Any waiver or failure by Lula to enforce any provision of the Agreement on one occasion will not be deemed a waiver by Lula of any other provision or of such provision on any other occasion.  If any provision of the Agreement is held to be unenforceable, that provision will be removed to the extent necessary to comply with the law, replaced by a provision that most closely approximates the original intent and economic effect of the original to the extent consistent with the law, and the remaining provisions will remain in full force.  In interpreting and construing the Agreement, the singular includes the plural (and vice versa) and any reference to “includes”, “including”, “for example”, “such as” and similar terms are not words of limitation.  No rule of contractual construction shall apply to the disadvantage of a party because that party was responsible for the preparation of the Agreement.  The prevailing party in any lawsuit, arbitration, or proceeding arising from or related to the Agreement will be entitled to receive its costs, expert witness fees and reasonable attorneys’ fees, including costs and fees on appeal.  Neither the Agreement nor any rights or obligations of Customer hereunder may be assigned or transferred by Customer (in whole or in part and including by sale, merger, consolidation, or other operation of law) without the prior written approval of Lula.  Any assignment in violation of the foregoing will be null and void.  Lula may assign the Agreement to any party that assumes Lula’s obligations hereunder.  The parties hereto are independent contractors, not agents, employees or employers of the other or joint venturers, and neither acquires hereunder any right or ability to bind or enter into any obligation on behalf of the other.