IMPORTANT: READ CAREFULLY
Hereafter Brands on Fire LLC dba Legwork may be referred to as “The Service” or Legwork. By definition “The Service” encompasses all services and products that Legwork provides including the Legwork PRM software and Legwork representatives performing tasks and services on behalf of the customer. The purchaser in this agreement may be referred to as “you or your” or the “customer”.
Subject to the terms of this Agreement, we grant you and your users a non-exclusive and non-assignable (except pursuant to Section 10.2), right to access and use the Service.
Each user must have a subscription. users may not share or use another user’s subscription. A user license cannot be shared or used by more than one individual, but it may be reassigned to a new user who replaces a former user. You may add additional user licenses at any time during the Initial Term or the Renewal Term at the same pricing for the identical service. Any new user licenses added during the Initial Term or a Renewal Term shall continue for the remainder of the term. You may not decrease the number of user licenses during the Initial Term or any Renewal Term. You may activate and deactivate individual users at any time.
2. Using the Service.
2.1 Application Guidelines. You shall use the Services solely for your internal business purposes and shall not: (a) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (b) send any material which is infringing, obscene, threatening, libelous, unlawful, tortious, harmful to children, violative of third party rights, or which we otherwise reasonably deem objectionable; (c) send material with any virus, worm, or other harmful computer code; (d) interfere with or disrupt the integrity or performance of the Service in whole or in part; or (e) attempt to gain unauthorized access to the Service or any other system or network. You may not use the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes, and may not disclose any information related to such prohibited activities.
2.2 Third-Party Providers. Certain third-party providers, some of which may be listed on our website, offer products and services related to the Service, including implementation, customization, and other consulting services and applications (both offline and online) that work in conjunction with the Service, such as by exchanging data with the Service or by offering additional functionality. We are not responsible for any exchange of data or other interaction or transaction between you and a third-party provider, including purchase of any product or service, all of which is solely between you and the third-party provider.
2.3 Links. The Service may contain links to other websites or resources. You acknowledge and agree that Legwork is not responsible or liable for (a) the availability or accuracy of such sites or resources; or (b) the content, advertising, or products on or available from such website or resources. The inclusion of any link on the Service does not imply that Legwork endorses the linked website. You use the links at your own risk.
2.4 Advertising. Legwork reserves the right to advertise (through banner advertisements, merchandizing, search listings, executable programs, and the like) Legwork and third party products and services within the Service (including the Web Application and Storefronts) – which shall not unreasonably interfere with the use of the Service and its features. Any and all advertising revenue generated by Legwork through the Service will be retained by Legwork. Any advertising and merchandizing that appears on your Storefronts will be based on your preferences.
2.5 Content. Legwork is a distributor (and not a publisher) of Content supplied by third parties and users of the Service. Legwork has no editorial control over such Content. Any opinions, advice, statements, services, offers, or other information or Content expressed or made available by third parties, including information providers and users, are those of the respective author(s) or distributor(s) and not of Legwork. Legwork neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, information, or statement made on the Service by anyone other than authorized Legwork employees acting in their official capacities. You understand and acknowledge that Legwork does not monitor Content for accuracy or reliability.
2.7 Right to communicate to patients on your behalf. You grant Legwork representatives the right to communicate with your Customers for the purposes of appointment related communications, relationship enhancement and marketing related messaging, through email, SMS messages, postal mail, social posts, blog posts, phone calls and websites.
2.8 Referral rewards. The Service is capable of sending gift cards, gifts, thank you cards and many other types of items on behalf of the customer. Legwork provides this service to many types of industries and business types to be used at the customer’s discretion. Gifts and rewards can be fulfilled by manually generating them through the Service interface or automatically by configuring the Service to do so. Legwork representatives will, at you the customer’s request, configure the Service to automatically fulfill rewards to customers. Legwork makes no claim to understand the laws that may govern your business or practice. You the customer are solely responsible to use the Service or request the configuration of the Service in such manner that does not violate any laws in your industry.
3.1 Support Incident. Legwork defines a support incident as any specific request for assistance submitted to Legwork’s support team. An incident may be submitted via phone, client access portal, or e-mail. Legwork provides unlimited support incidents for all customers.
3.2 Response. Our first response to your incident will be provided within the targeted time frame defined in your support package. Based on the nature and complexity of your incident, the first response provided may differ. In all cases you will receive a confirmation from our Support team on the receipt and initial review of your incident. In many cases a solution with supporting information will be offered. If, after our initial review your incident requires further information or research for us to continue, your first response will include a request for any additional details required to resolve your incident, or further information regarding next steps for further research, troubleshooting, or escalation by our Product Support team.
3.3 Your Responsibilities. In addition to your other obligations, you are solely responsible for: (a) determining whether the Service shall meet your needs; (b) issuing appropriate passwords for users or asking us to do so on your behalf; (c) selecting and training appropriate individuals to use the Service; (d) all activities that occur under user accounts; (e) using commercially reasonable efforts to prevent unauthorized access to or use of the Service or any Content in whole or in part; (f) notifying us promptly of any actual or suspected unauthorized access/use; (g) abiding by all applicable local, state, national, and foreign laws, treaties and regulations, including those related to data privacy, communications, and the transmission of technical or personal data; (h) the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data; (i) your users completing all required training; (j) complying with our Client Services policies, as published from time-to-time, to obtain support and other services under this Agreement; (k) not impersonating another user or providing false identity information for any purpose; (l) providing, installing, and maintaining computer equipment and communications tools and access as we specify from time to time; and (m) establishing adequate backup plans to your own equipment an data if there is any Service or other malfunction.
4. Proprietary Rights.
4.1 Reservation of Rights. We and our licensors own all right, title, and interest, including all related IPRs, in and to the Legwork technology, the Content, the Service, and any suggestion, idea, enhancement request, feedback, recommendation, or other information provided by you or anyone else relating to any of the foregoing; except Customer Data. Except for the express license granted herein, we grant no license or other right to you or any user; all such other rights are expressly reserved to us. The Legwork name and logo are registered trademarks of ours. The product names associated with the Service are trademarks of ours, and you have no right or license to use them without our written permission. You shall not challenge any ownership or other right of ours with respect to the Service or any IPR.
4.2 Restrictions. Other than as expressly set forth herein, you shall not: (a) license, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any third party the Service or the Content in any way. (b) modify, copy or create derivative works based on the Service or Legwork Technology in whole or in part; (c) create Internet “links” to or from the Service, or “frame” or “mirror” any Content, other than on your own intranets or otherwise for your own internal business purposes with the exception of extensions developed with the published Legwork API, but always subject to its terms and conditions; or (d) disassemble, reverse engineer, or decompile the Service or any Legwork Technology, or access to: (i) build a competitive product or service, (ii) build a product or service using any similar idea, feature, function, or graphic of the Service, or (iii) copy any idea, feature, function, or graphic of the Service.
You should assume that everything you see or read on the Service that was not furnished by you (such as images, photographs, illustrations, text and other materials) is copyrighted unless otherwise noted. You may not sell, reproduce, distribute, modify, display, publicly perform, prepare derivative works based on, repost, or otherwise use any of the Content in any way for any public or commercial purpose unless you have the necessary rights to do so as specified herein or you have obtained the prior written consent of Legwork. You may not use the Content on any other website or in a networked computer environment for any purpose except as permitted in writing by Legwork.
4.4 Suggestions. You grant Legwork a paid-up, worldwide, irrevocable license to use or incorporate into the Service any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or your users during the term of this Agreement relating to the operation of the Service. Without limiting the generality of the foregoing, if you would like to provide suggestions about the Services, you can use the Legwork Community component of the Service for this purpose.
5.1 Confidentiality. Without Discloser’s prior written consent or as set forth in this Agreement, Receiver shall not disclose or use any Confidential Information of Discloser except on a “need to know” basis to use the Service. Receiver shall use all reasonable security measures to protect the confidentiality of Discloser’s Confidential Information.
5.2 Return. If requested in writing, the Recipient shall return (to the extent technically feasible without undue cost or expense) all of the Discloser’s Confidential Information then in the Recipient’s possession or control. Notwithstanding the foregoing, the return of Customer Data shall be governed by the terms of the Order Form.
6. Warranties and Disclaimer.
6.1 Warranties. Each party represents and warrants that it has the legal power to enter into this Agreement. You represent and warrant that all information you provide us is and shall be true and correct. We also represent and warrant that the Service shall perform substantially in accordance with our user Guide under normal use and circumstances and any support services related to the Service shall be performed in a manner consistent with general industry standards reasonably applicable to the provision thereof. We shall use commercially reasonable efforts to utilize and maintain industry standard security measures to protect the Service.
6.2 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 6.1, WE MAKE NO, AND HEREBY DISCLAIM ANY, WARRANTY OR REPRESENTATION WITH RESPECT TO THE SERVICES AND ANY RELATED INSTALLATION, CONFIGURATION, MAINTENANCE OR OTHER SUPPORT SERVICES, EXPRESS OR IMPLIED, AT LAW OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ALL OF WHICH ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. WITHOUT LIMITING THE FOREGOING WE MAKE NO PROMISE: (A) AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY, OR COMPLETENESS OF THE SERVICE OR ANY CONTENT, ALL OF WHICH ARE PROVIDED STRICTLY ON AN “AS IS” BASIS; (B) AS TO ANY THIRD-PARTY PROVIDER OR ANY OF ITS PRODUCTS OR SERVICES, WHETHER OR NOT WE MAY HAVE DESIGNATED IT OR ITS PRODUCTS OR SERVICES AS “CERTIFIED,” “VALIDATED,” OR OTHERWISE; (C) THAT THE USE OF THE SERVICE SHALL BE SECURE, UNINTERRUPTED, OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; (D) THAT THE SERVICE SHALL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (E) THAT ANY CUSTOMER DATA SHALL BE ACCURATELY OR RELIABLY STORED, (F) THAT ERRORS OR DEFECTS SHALL BE CORRECTED, OR (G) THAT THE SERVICE SHALL BE FREE OF ANY VIRUS OR OTHER HARMFUL COMPONENT, ALTHOUGH WE SHALL NOT KNOWINGLY INSERT ANY SUCH HARMFUL CODE; (H) THAT MESSAGING OF ANY TYPE SENT FROM THE SERVICE IS HIPAA COMPLIANT OR IS COMPLIANT WITH ANY LAWS THAT GOVERN THE INDUSTRY YOU PERFORM YOUR SERVICE OR BUSINESS IN; (I)THAT ANY WEBSITE CONTENT, EMAIL CONTENT, PRINTED CONTENT, BLOG POSTS, SOCIAL POSTS, IMAGES OR ANY OTHER TYPE OF CONTENT CREATED BY A LEGWORK REPRESENTATIVE OR A REPRESENTATIVE OF YOU THE CUSTOMER IS SPELL-CHECKED, “PROOFED”, CORRECT, OR OTHERWISE ACCURATE IN ITS REPRESENTATION OF YOU THE CUSTOMER.
6.3 Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages (described in Section 8), so those exclusions and limitations may not apply to you.
7.1 Indemnification by Us. We shall defend, indemnify, and hold you, your parent organization, your subsidiaries, affiliates, officers, directors, employees, and agents (collectively, “Customer Indemnitees”) harmless against all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs, whether incurred as the result of a third party claim or a claim to enforce this provision) (collectively, “Losses”) made or brought against a Customer Indemnitee by a third party alleging that your use of the Service in accordance with the terms of the Agreement infringes a U.S. patent, copyright or trademark, except that we shall have no such obligation for any infringement claim to the extent caused by any combination of the Service with any product, service, hardware, or business process not supplied by us; provided that: (a) you and any applicable Customer Indemnitee give us prompt written notice of such third party claim; (b) we have sole control of the defense and settlement of such third party claim; (c) you and any applicable Customer Indemnitee provide us, at our expense, all reasonable information and assistance in connection with such third party claim; and (d) we may not settle such third party claim unless such third party unconditionally releases any applicable Customer Indemnitee from all liability. This Section 7.1 shall be Customer Indemnitees exclusive remedy and our sole liability if there is any claim that the Service infringes or violates any IPR.
7.2 Indemnification by You. You shall indemnify and hold us, our licensors, and our and their respective parents, subsidiaries, affiliates, officers, directors, employees, and agents (collectively, “Legwork Indemnitees”) harmless from and against any and all Losses arising out of or in connection with a third party claim that any Customer Data or your use of the Services violates the terms of this Agreement or applicable law; provided that: (a) we give written notice of the claim promptly to you; (b) we give you sole control of the defense and settlement of such third party claim; (c) we provide you, at your expense, all reasonable information and assistance in connection with such third party claim; and (d) you may not settle such third party claim unless such third party unconditionally releases any applicable Legwork Indemnitees from all liability.
8. Limitation of Liability.
8.1 Limitation of Liability. Other than our breach of Section 5.1 or our indemnification obligation under Section 7.1, in no event shall (a) our aggregate liability to you exceed the amounts actually paid by you in the 12-month period immediately preceding the event giving rise to your claim; and (b) we be liable to you for any indirect, punitive, special, exemplary, incidental, consequential or other damages of any type or kind (including loss of data, revenue, profits, use, or other economic advantage) arising out of or in any way connected with the Service, Content, or any interruption, inaccuracy, error or omission, regardless of cause, even if we have been previously advised of the possibility of such damages, and regardless of the basis of any claim, e.g., warranty, tort, contract, or strict liability.
8.2 Acknowledgement. You acknowledge that: (a) this Section 8 is reasonable given the cost of the Service; (b) this Section 8 applies even if a remedy fails of its essential purpose; (c) all your claims are subject to the damages limitation in this Section 8; and (d) the 12-month calculation shall be made only once regardless of the number of claims arising out of or related to this Agreement and regardless whether they exceed the amounts actually paid by and due from you hereunder in the 12 months preceding your first claim.
8.3 Limitation of Action. Except for actions for non-payment or breach of a party’s IPRs, no action (regardless of form) arising out of this Agreement may be commenced by a party more than 2 years after the facts giving rise to the cause of action have occurred.
9. Term and Termination.
9.1 Term of Agreement. This Agreement commences on the Effective Date and shall remain in effect until client notifies Legwork of a request for cancellation.
9.2 Termination for Cause. Notwithstanding, a party may terminate this Agreement: (a) upon written notice of a material breach by the other party if the breach remains uncured at the expiration of such period; and (b) if the other party becomes insolvent or the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
9.3 Return of Customer Data. Within 30 days following your written request and payment of all amounts owed, so long as you are not in breach of this Agreement, we shall provide you, to the extent technically feasible without undue cost or expense, a file, in a standard format, containing Customer Data in our possession or under our control, in such form as it exists on the date of termination or expiration of this Agreement. Notwithstanding anything in this Agreement or otherwise, we shall have no obligation to maintain or provide any Customer Data more than 30 days after termination or expiration of this Agreement for any reason. Thereafter, we may delete all Customer Data in our possession or under our control, provided, however, we may retain a copy for archival purposes. We reserve the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, your non-payment. Upon termination for cause, your right to access or use Customer Data immediately ceases, and we shall have no obligation to maintain or forward any Customer Data.
10. General Provisions.
10.1 Relationship. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.
10.2 Assignment/No Benefit to Others. You may not assign or sublicense any of your rights or obligations hereunder, whether by operation of law or otherwise, without our prior express written consent. However, you may assign this Agreement in connection with a merger or sale of all or substantially all of your assets (in each case, not involving a direct competitor of ours) by delivering to us an assignment and assumption agreement in form and substance reasonably acceptable to us, that is signed by you and the assignee. Any assignment not in accordance with this Section 10.2 shall be void and shall entitle us to immediately terminate the Service. This Agreement shall bind and inure to the benefit of the parties, their respective successors, and permitted assigns. There are no third party beneficiaries to this Agreement. All representations, warranties, covenants, and agreements contained in this Agreement are for the sole benefit of the parties and their respective successors and permitted assigns.
10.3 Notice. We may notify you by a general notice on the Service, by electronic mail to one of your Champion’s e-mail address we have on record or by pre-paid first class mail or overnight courier to your address on our records. Notice shall be deemed to have been given within 3 business days after mailing or 12 hours after sending an email or posting a change on the Service. You shall notify us (and such notice shall be deemed given when received) of any matter regarding this Agreement only by a written letter delivered by prepaid nationally recognized overnight delivery courier or by first class mail to us at the following address: Legwork, 11 Spokane St, Suite 200 Wenatchee WA USA, addressed to the attention of the Financial Manager, or to such other address that we may designate to you in writing for notices, or (c) by e-mail to firstname.lastname@example.org.
10.4 No Waiver/Cumulative Remedies. No failure or delay in exercising a right shall constitute a waiver of that right. Except as expressly provided herein, a party’s rights and remedies shall be cumulative, and none of them shall be in limitation of any other right or remedy in law or equity.
10.5 Governing Law, Etc. This Agreement shall be governed by Washington State law, without regard to the choice of law provisions of any jurisdiction. You hereby unconditionally and irrevocably consent to the exclusive personal jurisdiction of the state and federal courts located in Washington State, if there is any dispute between you and us which cannot be amicably settled. You hereby waive any right to jury trial in connection with any dispute pursuant to this Agreement.
10.7 Export Control Laws. You shall comply with all United States and foreign export control laws and regulations applicable to the exercise of your rights under this Agreement.
“Legwork Technology” means: (a) the Legwork name, logo, and domain name; the product and service names associated with the Service; and other related trademarks and service marks; (b) the Content; and (c) other technology, software, hardware, products, processes, algorithms, user interfaces, know-how and other trade secrets, techniques, designs, inventions and other tangible or intangible technical material or information.
”Confidential Information” means all information of a party (“Discloser”) disclosed to the other party (“Receiver”), whether orally or in writing, that is designated as confidential. For the avoidance of doubt the terms and conditions of this Agreement (including prices and other terms in the Order Form), the Service and its components, the Legwork Technology and its technology and technical information, product designs, and business processes are our Confidential Information and the Customer Data is your Confidential Information. However, Confidential Information shall not include any information that: (a) is or becomes generally known to the public without breach of any obligation by Receiver; (b) was known to Receiver prior to its disclosure by Discloser; (c) was independently developed by Receiver without reliance on any Confidential Information; (d) is received from a third party without a known duty of non-disclosure to Discloser; or (e) is required to be disclosed by law or a governmental body or court, but in such case Receiver shall reasonably cooperate with Discloser, at Discloser’s expense, to limit such disclosure.
“Content” means the website graphics, website copy-writing, logo’s, graphic files, templates, audio and visual information, documents, software, products, and services contained or made available to you through the Service.
“Customer Data” means any data, information, or material you or any user provides or submits through the Service.
“Effective Date” means the date the applicable Order Form is signed by the customer.
“including,” “include,” and their variants means including without limitation.
“IPRs” means ideas and inventions (patentable or not), patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain names, know-how, trade secrets, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world.
“Order Form(s)” means the form evidencing the initial subscription for the Service and any subsequent order forms submitted online or in written form, specifying, among other things, the services contracted for, the applicable fees, the billing period, and other charges as agreed to between the parties.
“Service” means Legwork’s specific software and services, graphic desisgn work, website administration, marketing management, online patient communications, billing, data analysis, or other services identified during the ordering process and services we provide to you, including the Legwork PRM technology and the Content.
“user Guide” means the online documentation for the Service, as we update it from time to time.
“users” means a natural person that is authorized by you to use the Service who has been supplied user IDs and passwords by you (or by us at your request) and who is (a) your employee, or (b) your consultant or contractor, but only if such consultant or contractor requires access to the Service to provide goods or services to you and who may under no circumstances be a direct competitor of ours or may be engaged to access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
Last Updated: October 2016