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LPI Cloud & LT3Raptor License Agreement

Last Updated: August 23, 2024

Overview

This License Agreement (“Agreement”) applies to your access to, and use of the software (the “Licensed Software”) listed in the order form that you entered into with Laser Products Industries (“LPI,” and such order form, the “Order Form”). This Agreement is hereby incorporated by reference into the Order Form. If there are any conflicts between the terms of this Agreement and the Order Form, this Agreement will control, except to the extent a provision of the Order Form expressly provides that it is intended to amend and supersede a specific provision of this Agreement. You will be referred to hereinafter as “Client”, and LPI and Client are hereinafter referred to individually as a “Party” and collectively as the “Parties”.

THESE TERMS CONSTITUTE A BINDING AGREEMENT BETWEEN LPI, ON THE ONE HAND, AND CLIENT OR ANY OTHER AUTHORIZED CLIENT (AS DEFINED BELOW) ACCESSING, INSTALLING, OR USING THE LICENSED SOFTWARE, ON THE OTHER HAND. BY CLICKING “I ACCEPT” OR BY OTHERWISE INSTALLING OR USING THE LICENSED SOFTWARE, CLIENT AGREES TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. CLIENT SHOULD CAREFULLY READ THE FOLLOWING TERMS BEFORE ACCESSING OR USING THE LICENSED SOFTWARE. THE INSTALLATION, ACCESS, OR USE OF THE LICENSED SOFTWARE CONSTITUTES CLIENT’S ACCEPTANCE OF THIS AGREEMENT. IF CLIENT DOES NOT AGREE TO BE BOUND BY THIS AGREEMENT, CLIENT MUST NOT INSTALL, ACCESS, OR USE THE LICENSED SOFTWARE.

LPI reserves the right to make updates to this Agreement at any time by publishing the revised terms and conditions on the LPI websites. The revised terms and conditions will become effective within thirty (30) days of such publication, unless Client expressly accepts the revised terms and conditions earlier by agreeing to such revised terms and conditions. Client’s express acceptance or continued access or use of the Licensed Software after expiry of the notice period of thirty (30) days, will constitute Client’s acceptance to be bound by the updated terms and conditions.

1. License.

1.1Authorized Users.
“Authorized Users” means Client’s employees and independent contractors working for Client in the ordinary course of Client’s business who:
1. agree to be bound by the terms of this Agreement;
2. and are specifically authorized by Client to access or use the Licensed Software, in each case whether or not such employees or independent contractors actually access or use any Licensed Software. The rights granted to Client in Section 1.2 and Section 1.3 are limited to a single authorized log-in for, as applicable, the display and retrieval of the Cloud Software (as defined below) or the installation and use of the On-Premise Software (as defined below) for each Authorized User. Client will allow only Authorized Users who have been assigned a unique user identification (“Username”) to access the Licensed Software and will take reasonable measures to protect such Usernames and corresponding passwords, including by prohibiting and preventing any Authorized User, or any other person or entity, from sharing such Usernames or passwords.
1.2Grant of Rights for On-Premise Software.
Subject to the terms and conditions of this Agreement and the applicable Order Form, LPI hereby grants to Client and the number of Authorized Users designated on the applicable Order Form a limited, non-exclusive, non-sublicensable, and non-transferable (except in connection with a permitted assignment under Section 11.5) license to:
1. reproduce, install, and otherwise use the Licensed Software that is provided on an on-premise, locally installed basis (“On-Premise Software”) in or for Client’s internal business operations;
2. and make additional copies of the On-Premise Software as necessary for backup or archival purposes.
1.3Grant of Rights for Cloud Software.
Subject to the terms and conditions of this Agreement and the applicable Order Form, LPI hereby grants to Client a limited, non-exclusive, and non-transferable (except in connection with a permitted assignment under Section 11.5) right, during the term of this Agreement, to allow the number of Authorized Users designated on the applicable Order Form to:
1. access and use the Licensed Software listed on the applicable Order Form that is made available on a “hosted” or “SaaS” basis (“Cloud Software”) in or for Client’s internal business operations;
2. and use the documentation or materials associated with the Cloud Software that are provided by LPI in connection with Client’s access to such Cloud Software. Nothing in this Agreement shall obligate LPI to continue making available access to any Cloud Software to any Authorized User beyond the date when LPI ceases making available access to such Cloud Software to Client generally.
1.4Support and Maintenance; Updates.
LPI will provide Client with reasonable support and maintenance services to ensure the Licensed Software operates in accordance with its documentation. LPI will provide Client with access to all updates, upgrades, and fixes (e.g., error corrections, functionality improvements) to the Licensed Software that LPI makes available for general distribution from time to time at no additional charge to its clients who have paid their Fees (other than new versions of any Licensed Software that are marketed as a distinct product from such Licensed Software). Client will install all such updates, upgrades, and fixes as soon as practicable after receipt.
1.5Service Levels.
LPI will use commercially reasonable efforts to comply with the service levels set forth in Exhibit A.
1.6Restrictions on Use.
Only Authorized Users will be permitted access to or use of the Licensed Software. Client may not edit, alter, abridge, conceal, obscure, or otherwise change in any manner the content of the Licensed Software, including any copyright and proprietary rights notices. Client may not, and may not permit others to, and will ensure that its Authorized Users do not:
1. access or use any of the Licensed Software other than in accordance with Section 1.2 and Section 1.3;
2. use any of the Licensed Software to provide service bureau, timeshare, outsourcing, or other similar services or to perform or disclose any benchmarking or performance testing data of the Licensed Software;
3. copy, reproduce, publish, reverse engineer, decompile, decode, decrypt, disassemble, or in any way derive source code from any of the Licensed Software, or develop a competitive product;
4. modify, translate, adapt, alter, or create derivative works from, or test algorithms in conjunction with, any of the Licensed Software or any portion thereof;
5. circumvent, interfere with, disrupt, or disable any security or other technological features or measures of any of the Licensed Software or interfere with the hosting of the Licensed Software;
6. copy, distribute (internally or externally), publicly display, broadcast, transmit, sell, rent, lease, or otherwise exploit any of the Licensed Software, in each case other than as expressly permitted under Section 1.2 or Section 1.3);
7. distribute, sublicense, rent, lease, sell, assign, loan or, grant any third-party access to or use of any of the Licensed Software to any third party;
8. combine any of the Licensed Software with any “open source” or publicly available software in any manner that could restrict LPI’s use of such Licensed Software or require that such Licensed Software (or any intellectual property rights of LPI), or any portion thereof, be (i) disclosed or distributed in source code form, (ii) licensed for the purpose of making derivative works, or (iii) redistributable at no charge;
9. or attempt to do any of the foregoing.
1.7Audits and Inspections.
During the term of each Order Form and for a period of two (2) years thereafter, Client shall keep and maintain complete and unaltered records relevant to its and its Authorized Users’ access to and use of the Licensed Software. For the purpose of verifying compliance with this Agreement, LPI (and LPI’s authorized representatives) shall have the right, during normal business hours upon reasonable advance notice and without material disruption to Client’s business, to audit and inspect from time to time Client’s offices, books, and records relevant to the access to the Licensed Software and to observe the use made of the Licensed Software. if LPI’s records pursuant to this Section or otherwise indicate that more Authorized Users are accessing or using the Licensed Software than Client has paid for pursuant to the applicable Order Form, Client shall pay LPI the shortfall in Fees (as defined below) retroactively to the date of the applicable increase. If such underpayment exceeds five percent (5%) of the Fees due during the relevant period, Client shall reimburse LPI for LPI’s reasonable costs associated with such audit or inspection. The Parties acknowledge and agree that the rights and remedies provided in this Section will be in addition to, and not exclusive of, any rights or remedies to which LPI may be entitled under this Agreement or at law or in equity.
1.8Suspension.
LPI may, directly or indirectly, suspend or otherwise deny Client’s or any Authorized User’s access to or use of all or any part of the Licensed Software, without incurring any resulting obligation or liability, if:
1. required under applicable law or to prevent an imminent security threat to LPI;
2. or LPI believes, in its good faith and reasonable discretion, that Client or any Authorized User has failed to comply with any term or condition of this Agreement or the applicable Order Form, or accessed or used the Licensed Software beyond the scope of the license and rights granted, or for a purpose not authorized, hereunder or under the applicable Order Form. The foregoing sentence does not limit any rights or remedies to which LPI may be entitled under the Agreement or at law or in equity.

2. Payment.

2.1Fees.
Client will pay the fees set forth in each Order Form (“Fees”). Fees will be invoiced as set forth in an Order Form. Unless otherwise stated therein, all Fees will be payable by Client within thirty (30) calendar days after receipt of invoice. Undisputed amounts that are not paid within thirty (30) days after the date of the invoice will be assessed an additional late payment penalty equal to one point five percent (1.5%) per month on the delinquent balance.
2.2Taxes.
The Fees due hereunder will be exclusive of sales, use, value-added, goods and services and similar taxes, duties, and impositions which may be validly assessed thereon (collectively, “Sales Taxes”). Any Sales Taxes required to be paid to any governmental authorities will be solely for the account and responsibility of Client. Except as provided in the foregoing sentence, each Party will be responsible for its own taxes, including federal, state, local, provincial and foreign taxes based on, measured by, or calculated with respect to, income, profits, or gross receipts, or taxes in lieu thereof, whether required to be collected by withholding or otherwise, which may be validly assessed on the Fees, as applicable. LPI will be entitled to deduct and withhold from any amounts payable to Client under this Agreement such amounts as it is required to deduct and withhold under applicable law. All amounts so deducted and withheld will be treated as paid to Client for purposes of this Section.
2.3No Right of Set Off.
Amounts due, including all sales, use, or other taxes or duties, must be paid in full without deduction or set off.

3. Intellectual Property Rights.

3.1Ownership.
Subject to the rights granted in Section 1, LPI retains all right, title, and interest in and to all Licensed Software and reserves all rights not expressly granted to Client hereunder, and LPI does not grant any other rights under any other data or intellectual property, whether by implication, estoppel, waiver, or otherwise. LPI reserves the right to modify the Licensed Software at its discretion, including modifying features and functionalities thereof.
3.2Feedback.
Client hereby grants to LPI a nonexclusive, perpetual, irrevocable, royalty-free, worldwide license to use, reproduce, disclose, sublicense, distribute, modify and otherwise make use of, in each case without Client’s permission or consent, and without any payment or attribution obligation of any kind, any comments, feedback, suggestions, or ideas Client or any of its personnel, employees, agents, or subcontractors provide to LPI in connection with this Agreement, any Order Form, or the Licensed Software.

4. Client Data.

4.1
"Client Data” shall mean any and all data that:
1. Client or its Authorized Users transmit to LPI’s systems in connection with its or their access to or use of the Licensed Software;
2. or is otherwise provided to LPI by or on behalf of Client in connection with this Agreement or an Order Form.
4.2As between Client and LPI, Client is and shall remain the sole and exclusive owner of all right, title, and interest in and to Client Data. Client hereby irrevocably grants all such rights and permissions in or relating to Client Data as are necessary or useful to LPI to exercise its rights and perform its obligations (including support and maintenance obligations and the functioning of the Licensed Software) under this Agreement.
4.3Client hereby authorizes LPI to aggregate, anonymize, and de-identify Client Data collected through the Licensed Software to:
1. improve the Licensed Software, including the functionality and usability thereof and the workflows therefor;
2. and develop upgrades to the Licensed Software and new versions of the Licensed Software or similar software.
4.4For more information on how LPI handles Client Data, refer to LPI’s privacy policy located at:
https://trust.laserproductsus.com/privacy-policy

5. Terms and Termination.

5.1Term.
The term of this Agreement shall commence as of the date of your acceptance and shall continue in full force and effect until the date no active Order Forms are then in effect between LPI and Client, unless terminated earlier as expressly provided in this Agreement. The term of each Order Form will be set forth on such Order Form, respectively, and will automatically renew for subsequent like terms unless either Party gives the other written notice of its intention not to renew no later than sixty (30) days prior to the end of the then-current term.
5.2Termination.
1. 5.2.1 LPI may terminate this Agreement for convenience and without cause by giving thirty (30) days’ prior written notice to Client
2. 5.2.2 Either Party may terminate this Agreement if the other Party materially breaches any of its obligations hereunder, including payment obligations, and fails to cure such breach within ten (10) days of receipt of notice of such breach from the non-breaching Party.
3. 5.2.3 Either Party may terminate this Agreement effective immediately upon written notice to the other Party if any one of the following events occurs:
  1. (a) the other Party files a voluntary petition in bankruptcy or an involuntary petition is filed against it and such involuntary petition is not dismissed within thirty (30) days after the filing thereof;
  2. (b) a trustee or receiver is appointed by the court for all or a substantial portion of the assets of the other Party;
  3. (c) or the other Party makes an assignment of its assets for the benefit of its creditors.
5.3Effect of Termination.
Upon termination of this Agreement, Client will pay LPI Fees incurred prior to such termination and each Party will return or destroy (and certify in writing to the destruction of) any Confidential Information of the other Party in such Party’s possession or control. Section 1.6, Section 1.7, Section 3, Section 4.3, Section 6, Section 7, Section 8, Section 10.2, Section 10.3, and Section 11, and this Section 5.3, shall survive any termination of this Agreement.

6. Confidential Information.

6.1Definition.
“Confidential Information” means any confidential or proprietary information of the disclosing Party (the “Discloser”) that is marked as “Confidential” or “Proprietary” or under the circumstances of disclosure should reasonably be considered confidential or proprietary. Confidential Information does not include information that:
1. (a) is lawfully in or enters the public domain through no fault of or breach by the receiving Party (the “Recipient”);
2. (b) the Recipient was lawfully in possession of without any obligation of confidentiality prior to receiving it from the Discloser;
3. (c) the Recipient developed independently and without use of or reference to the Discloser’s Confidential Information;
4. (d) or the Recipient receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation.
6.2Confidentiality Obligations.
Each Party will:
1. (a) hold in strict confidence all Confidential Information of the other Party, using at least the same degree of care to protect the Discloser’s Confidential Information as it uses to protect its own Confidential Information of like nature, but at least reasonable care;
2. (b) use such Confidential Information only to perform its obligations under this Agreement;
3. (c) and not transfer or disclose such Confidential Information to any individual or entity except to the directors, officers, employees, agents, contractors, accountants, auditors, or legal and financial advisors of such Party who need to know such Confidential Information and who are under confidentiality obligations substantially similar to those set forth hereunder; provided, that the handling and treatment of Confidential Information in accordance with this Agreement by any such individual or entity will be such Party’s full responsibility. A Recipient may disclose the Discloser’s Confidential Information to the extent required by law provided that the Recipient (i) notifies the Discloser in writing prior to disclosure of the information so that the Discloser has a reasonable opportunity to obtain a protective order, (ii) assists the Discloser, at the Discloser’s expense, in any attempt to limit or prevent the disclosure of the Confidential Information, and (iii) discloses only the minimum Confidential Information actually required to be disclosed. Neither Party will disclose the existence or terms and conditions of this Agreement to any third party.
6.3Injunctive Relief.
Recipient agrees that the Discloser may have no adequate remedy at law if there is a breach or threatened breach of this Section, and, accordingly, that the Discloser will be entitled to seek injunctive or other equitable relief to prevent or remedy such a breach, in addition to any legal remedies available to that Party, without the necessity of proving actual damages and without the necessity of posting a bond (or other security).

7. Indemnification.

7.1Client Infringement Indemnity.
Client, at its expense, will defend, indemnify, and hold LPI harmless from and against any and all claims, actions, suits, expenses, losses, liabilities, and damages (including reasonable attorneys’ fees and legal costs and expenses) (“Losses”) in connection with any third-party claim arising from or relating to:
1. (a) Client’s (i) material breach of this Agreement, (ii) fraud, willful misconduct, or gross negligence, or (iii) violation of applicable law;
2. (b) or a third party alleging the infringement or violation by LPI of such third party’s intellectual property rights as a result of (i) LPI’s use of any Client Data that Client provides to LPI, (ii) any modification, enhancement, or misuse by Client of any Licensed Software where such modification, enhancement, or misuse was not furnished or expressly authorized in writing by LPI, or (iii) the combination, operation, or use by Client of software programs, websites, or other technology made available to Client or Authorized Users by third parties, including those with which the Licensed Software may interoperate (“Third-Party Applications”), with any Licensed Software, where such combination, operation, or use was not furnished or expressly authorized in writing by LPI.
7.2LPI Infringement Indemnity.
LPI, at its expense, will defend, indemnify, and hold Client harmless from and against any and all Losses in connection with any third-party claim arising from or relating to a third party alleging the infringement or violation by Client of such third party’s U.S. patent or copyright rights as a result of Client’s use of the Licensed Software that LPI makes available to Client, except in each case to the extent such infringement or violation is caused by:
1. (a) a modification, enhancement, or misuse by Client of the Licensed Software where such modification, enhancement, or misuse was not furnished or expressly authorized in writing by LPI;
2. (b) failure by Client to use new or corrected versions of any Licensed Software provided by LPI (including pursuant to Section 1.3) to the extent that such use would have avoided the infringement;
3. (c) or the combination, operation, or use by Client of Third-Party Applications with any Licensed Software where such combination, operation, or use was not furnished or expressly authorized in writing by LPI. The foregoing indemnity will be Client’s sole and exclusive remedy with respect to any infringement or violation by Client of a third party’s intellectual property rights as a result of Client’s use of the Licensed Software.
7.3Process.
The Party providing the indemnification (“Indemnitor”) shall have exclusive control of the defense of any Claims and all negotiations for settlement or compromise of a Claim provided that:
1. (a) in the event the Indemnitor is unwilling or, in the indemnified Party’s (“Indemnitee”) reasonable determination, unable to adequately defend such claim, the Indemnitee will have the right, upon notice, to defend such claim itself and, in such event, the Indemnitor will indemnify and hold the Indemnitee harmless from any and all losses including those incurred as a result of its defense of such claim;
2. (b) and the Indemnitor shall not have the right to settle any Claim without the prior written consent of the Indemnitees to the extent that the settlement (i) does not provide for a full and unconditional release of the Indemnitees or (ii) imposes any form of equitable relief against the Indemnitees. The Indemnitees shall provide all reasonable assistance in defending any Claim as may be requested by the Indemnitor, at the Indemnitor’s sole cost and expense. For defense of the Claim, the Indemnitor shall choose legal counsel reasonably satisfactory to the Indemnitees. The Indemnitee shall give the Indemnitor written notice of the claim subject to indemnification hereunder, provided that in no event will an Indemnitee’s failure to provide such notice relieve or excuse the Indemnitor’s obligations under this Section 7 unless the Indemnitor is actually and materially prejudiced thereby.

8. Limitation of Liability.

8.1IN NO EVENT WILL LPI BE LIABLE FOR ANY SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL LOSSES OR DAMAGES, LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF DATA, OR LOSS RESULTING FROM DATA OR PRIVACY BREACH ARISING HEREUNDER OR UNDER ANY ORDER FORM, EVEN IF LPI HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE.
8.2IN NO EVENT SHALL LPI’S AGGREGATE LIABILITY FOR MONEY, FINES, FEES, DAMAGES, OR FINANCIAL OBLIGATIONS OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY ORDER FORM, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED AN AMOUNT EQUAL TO THE AMOUNT PAID BY CLIENT UNDER THE APPLICABLE ORDER FORM IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE FIRST INCIDENT UNDER WHICH THE LIABILITY AROSE.
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9. Export Controls and Sanctions.

Client acknowledges that software or services delivered to Client under this Agreement are or may be subject to export controls and trade restrictions administered by the U.S. Department of Commerce’s Bureau of Industry and Security (BIS) (including the U.S. Export Administration Regulations (EAR)) and economic sanctions administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC) (collectively, “U.S. Export Controls and Sanctions”), and the E.U. Regulation (EC) No. 2021/821 (as amended) (Regulation 2021/821) and other U.K., U.S. and foreign export and import laws (“Other Applicable Export Laws”). Client agrees that the Licensed Software may not be exported, re-exported or otherwise retransferred except in accordance with U.S. Export Controls and Sanctions, Regulation 2021/821, and Other Applicable Export Laws, including:
1. (a) unless there is appropriate authorization from the U.S. government: (i) into (or to an entity organized under the laws of, ordinarily resident in, or located in) Cuba, Iran, North Korea, Syria, the Crimea, Luhansk and Donestsk region of Ukraine, or any other country that is the target of a U.S. or U.K. trade embargo; (ii) to any individual or entity on the Specially Designated Nationals and Blocked Persons (SDN) List administered by OFAC, or the Entity List or Denied Persons List administered by BIS, nor to an entity fifty percent (50%) or more owned, directly or indirectly, by one or more individuals or entities on the SDN List; or (iii) for any purpose or end use or to any individual or entity that is otherwise prohibited by U.S. Export Controls and Sanctions;
2. (b) unless there is appropriate authorization from the U.K. or other appropriate government: (i) into any country subject to European Union or U.K. sanctions or restrictive measures (including to an individual or entity which is owned or controlled by one or more parties subject to European Union or U.K. economic sanctions/restrictive measures); (ii) either directly or indirectly to any individual or entity listed as a party subject to European Union or U.K. economic sanctions/restrictive measures; or (iii) for any purpose or end use that is prohibited by Regulation 2021/821 or Other Applicable Export Laws.
Client will inform LPI promptly if it should learn of any violation of this Section 9. LPI may terminate this Agreement, in whole or in part, without liability, in order to comply with U.S. Export Controls and Sanctions and Other Applicable Export Laws.

10. Representations and Warranties.

10.1Each Party represents and warrants that:
1. (a) it is an entity duly organized, validly existing, and in good standing under the laws of the jurisdiction where it is organized;
2. (b) and it has all necessary rights, power, and authority to enter into and perform its obligations under this Agreement.
10.2LPI does not and cannot control the flow of data over the internet. Such flow depends in large part on the performance of internet services provided or controlled by third parties. At times, actions or inactions of such third parties may impair or disrupt the internet. LPI will use commercially reasonable efforts to remedy and avoid such events, but cannot guarantee that such events will not occur. Accordingly, LPI disclaims any and all liability arising from or relating to such events.
10.3EXCEPT AS PROVIDED IN SECTION 10.1:
1. (a) THE LICENSED SOFTWARE, THE CONTENTS THEREIN, ANY ACCOMPANYING DOCUMENTATION, ANY THIRD-PARTY APPLICATIONS, AND ANY OTHER DATA OR INFORMATION PROVIDED HEREUNDER, ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE BASIS,” AND WITH ALL FAULTS, AND LPI SHALL HAVE NO LIABILITY FOR ANY ERRORS OR OMISSIONS IN OR OTHER ASPECTS OF ANY OF THE FOREGOING;
2. (b) AND LPI HEREBY EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND WHATSOEVER, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY, DATA SECURITY, LACK OF VIRUSES, PRIVACY, TITLE, NON INFRINGEMENT, COMMERCIAL UTILITY, SYSTEM INTEGRATION, DATA ACCURACY, PERFORMANCE, RESULTS, FITNESS WITH A PARTICULAR USE OR PURPOSE, OR ANY WARRANTIES CONCERNING RESULTS OBTAINED FROM CLIENT’S USE OF THE LICENSED SOFTWARE OR ANY THIRD-PARTY APPLICATIONS. LPI DOES NOT WARRANT THAT OPERATION OR USE OF THE LICENSED SOFTWARE OR ANY THIRD-PARTY APPLICATIONS WILL BE UNINTERRUPTED, ERROR-FREE, OR ENTIRELY SECURE. CLIENT BEARS ALL RISK ASSOCIATED WITH ANY USE OF THE INTERNET OR OTHER MEANS OF COMMUNICATION OR DATA TRANSMISSION BY CLIENT UNDER THIS AGREEMENT AND LPI DISCLAIMS ALL RESPONSIBILITY AND LIABILITY IN CONNECTION WITH SUCH USE.

11. Miscellaneous.

11.1Governing Law.
The validity, interpretation, and performance of this Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, USA, without regard to the principles of conflicts of law. All actions and proceedings under this Agreement shall be brought exclusively in the State of Illinois.
11.2All notices required in writing under this Agreement will be considered as having been given by one Party to the other Party upon the latter Party’s receipt of the notice. All such notices will be transmitted by registered or certified mail, by nationally recognized overnight courier, or by email with written confirmation of receipt, as follows:
To Client:

To LPI:

[Address]

1344 Enterprise Dr.

[Address]

Romeoville, IL 60446

[Address]

United States

Attn:

Attn: Legal Department

Email:

[email protected]
A Party may change the address to which such notices shall be given by notifying the other Party in accordance with this Section of such changes of address.
11.3Modification; Waiver; Entire Agreement.
Neither this Agreement nor any Order Form may be modified except in writing and signed by authorized representatives of both Parties. Neither this Agreement nor any Order Form may be modified by course of dealing or oral agreements or representations. The waiver by either Party of any breach or covenant will not be construed to be a waiver of any succeeding breach or any other covenant. All waivers must be in writing and signed by the waiving Party. This Agreement and the Order Forms contain the entire understanding of the Parties with respect to their subject matter and expressly supersede all prior agreements, whether oral or written, relating thereto. This Agreement will be deemed to be the product of both Parties, and no ambiguity will be construed in favor of or against either Party.
11.4Force Majeure.
LPI shall not be liable to Client for any failure to perform any of its obligations under this Agreement during any period in which such performance is delayed, hindered, or adversely affected as a result of circumstances beyond its reasonable control including fire, flood, war, pandemic, plague, epidemic, outbreaks of infectious disease or any other public health crisis, including quarantine or other employee restrictions, act of authority whether lawful or unlawful, compliance with any law or governmental order, rule, regulation or direction, curfew restriction, embargo, strike, riot, civil unrest, or disputes with suppliers/vendors (each, a “Force Majeure”). LPI will promptly provide Client with written notice of the Force Majeure. LPI will use commercially reasonable efforts to avoid or mitigate the effects of the Force Majeure and will resume performance of any suspended obligation as soon as reasonably practicable after termination of such Force Majeure. LPI’s time for performance will be excused for the duration of the Force Majeure.
11.5Assignment.
Neither Party may assign this Agreement, or any rights or obligations hereunder or thereunder, without the written consent of the other Party. Any attempted assignment made without obtaining written consent shall be void ab initio and shall not vest any rights in the purported assignee. Notwithstanding the foregoing, LPI may assign this Agreement without consent of the Client to any affiliate of LPI or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of LPI’s assets. Subject to the foregoing provisions, all rights and obligations of the Parties shall be binding upon and inure to the benefit of their respective successors and permitted assignees.
11.6Independent Contractors.
The Parties are acting as independent contractors under this Agreement. Neither Party has the authority to incur any obligations on behalf of the other, except as specifically provided in this Agreement.
11.7Severability.
If any provision of this Agreement is deemed to be void or unenforceable under applicable law, such provision will be excluded from this Agreement and the balance of this Agreement will be:
1. (a) interpreted as if such provision were so excluded;
2. (b) and enforceable in accordance with its terms to the extent permitted by applicable law.
11.8Counterparts.
This Agreement may be executed in any number of counterparts, either manually or electronically, each of which when so executed and delivered will be deemed an original, and all of which together will constitute one and the same agreement.

If you have any questions concerning LPI’s privacy program and our compliance with the Privacy Act, please feel free to contact our Data Protection Officer & Privacy Team at [email protected]

Trust

630-679-1300