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Effective Date: January 29, 2025
This Lampkin Brown Products Terms of Service (“Terms”) is a legally binding contract between Lampkin Brown and the Client that purchases Lampkin Brown Products pursuant to an Order. These Terms are provided pursuant to the Lampkin Brown Primary Services Agreement (“Agreement”) in effect between the parties and, upon execution of an Order for Lampkin Brown Products, is incorporated into the Agreement as of Client’s first access to or use of Lampkin Brown Products. Capitalized terms not defined below have the meaning given to them in the Agreement. All terms and conditions of the Agreement apply to these Terms unless expressly stated otherwise.
Lampkin Brown Products may be provided as cloud-based applications (“Cloud Applications”) or downloadable software-based applications (“Software Applications”). The Product Fees, Usage Metrics, and other limitations applicable to Client’s purchase and use of Lampkin Brown Products will be specified in an applicable Order.
Lampkin Brown reserves the right, upon prior notice, to amend, modify, and stop providing Lampkin Brown Products to Client and users generally or create usage limits for Lampkin Brown Products at any time in Lampkin Brown’s discretion, provided that Lampkin Brown will not materially limit the features or functionality of Lampkin Brown Products without providing a proportional reduction in Product Fees.
Subject to the terms and conditions of the Agreement as supplemented by these Terms, the payment of all applicable Product Fees, and the Usage Metrics set forth in an applicable Order, Lampkin Brown hereby grants Client the following rights to Lampkin Brown Products purchased pursuant to an Order:
If Client purchases a Cloud Application, Lampkin Brown grants Client, during the applicable term specified in an Order, a non-exclusive, non-transferable, non-assignable, non-sublicensable, and revocable right to access and use the Cloud Applications for Client’s internal business purposes up to the Usage Metrics specified in an applicable Order.
If Client purchases a Software Application, Lampkin Brown grants Client, during the applicable license term specified in an Order, a non-exclusive, non-transferable, non-assignable, non-sublicensable, and revocable license to download and use the Software Applications in object code only for Client’s internal business purposes up to the Usage Metrics specified in an applicable Order.
The rights granted under these Terms are for Client only, and Client may not transfer or otherwise share its rights under these Terms with any third parties, including Client’s affiliates, subsidiaries, or partners, without the express written consent of Lampkin Brown. The rights granted in these Terms are limited to Lampkin Brown’s and its licensor’s Intellectual Property Rights in Lampkin Brown Products. Lampkin Brown, its licensors, or designees reserve all rights not expressly granted in these Terms or the Agreement.
Lampkin Brown will make updates available to Client through releases without levying an incremental fee. Certain updates may be deemed by Lampkin Brown as required to continue to use Lampkin Brown Products (“Required Updates”). Client agrees to promptly install all Required Updates according to Lampkin Brown’s instructions.
Lampkin Brown will use reasonable efforts to schedule releases such that any impact on the availability and performance of Lampkin Brown Products is kept to a minimum, but makes no promise that Lampkin Brown Products will be available at all times. Client acknowledges that, unless specified in a Service Support Agreement, any updates or upgrades to Lampkin Brown Products are entirely at Lampkin Brown’s discretion, and Lampkin Brown does not represent or guarantee that additional updates or upgrades will be made to Lampkin Brown Products unless otherwise agreed by Lampkin Brown.
Lampkin Brown will provide Support Services, and Client may request Support Services, according to the terms of a Service Support Agreement, as supplemented by an applicable Order, entered between the parties.
Client may grant access to all or portions of Lampkin Brown Products to its authorized employees and contractors (“Authorized Personnel”). Lampkin Brown Products may be sold based on the Usage Metrics specified in an Order, and in such a case, Client may only assign Authorized Personnel up to the Usage Metrics and for which all applicable Product Fees are paid.
Lampkin Brown is not liable for any errors in the assignment of user roles or permissions granted by Client and is not responsible for any intentional or unintentional access to or the alteration, deletion, or misuse of Client Data by Authorized Personnel or any other individual who receive access to Client Data through Lampkin Brown Products from Client.
Client is responsible for its and its Authorized Personnel’s compliance with these Terms and all acts and omissions while using Lampkin Brown Products, including all actions or inactions taken due to the functions or features provided by Lampkin Brown Products. Client:
Without limiting the generality of the foregoing, Client is responsible and liable for:
Without limitation, Client and its Authorized Personnel agree to not:
Lampkin Brown may, upon notice to Client, terminate Client’s right to use Lampkin Brown Products at any time if, in Lampkin Brown’s discretion, Client’s use of Lampkin Brown Products violates these Terms or applicable laws or if Lampkin Brown otherwise reasonably believes that Client’s use of Lampkin Brown Products could cause damage to Lampkin Brown Products, the rights of other users, or for any other reason, even if not outlined in these Terms.
Client must cease all use of Lampkin Brown Products upon the termination of Client’s right to use Lampkin Brown Products. Lampkin Brown’s right to terminate Client’s right to access or use Lampkin Brown Products does not limit Lampkin Brown’s right to seek any other remedy under these Terms, the Agreement, or at law.
Termination of these Terms for any reason does not impact either party’s rights or obligations related to the use of Lampkin Brown Products before termination, and each party continues to be bound by these Terms after termination for all use of Lampkin Brown Products occurring before such termination.
Certain Lampkin Brown Products may be provided through an Order at no charge (“Free Products”). Client may access and use Free Products subject to these Terms, the Agreement, and any additional terms specified in the Order.
Lampkin Brown may, at its discretion, offer Lampkin Brown Products at no cost for a limited period of time (“Free Trial”) as specified in an applicable Order. Client may terminate access to Lampkin Brown Products during the Free Trial by notifying Lampkin Brown in writing. Upon termination, all Client Data input into Lampkin Brown Products will be permanently deleted, and Lampkin Brown has no obligation to recover it.
Lampkin Brown reserves the right to modify the terms and conditions of the Free Trial offer or cancel such Free Trial offer at any time without notice.
Lampkin Brown may make Lampkin Brown Products, or certain functions or features of Lampkin Brown Products, available on a limited or trial basis for evaluation purposes (“Beta Services”). Use of Beta Services is at Client’s discretion and may be subject to additional terms and conditions provided at the time of entry. If Client uses any Beta Applications, Client agrees to participate in any testing, feedback, or other participation requirements or requests specified at signup.
BETA SERVICES ARE LIMITED-RELEASE OFFERINGS AND ARE NOT AT THE LEVEL OF PERFORMANCE OF A COMMERCIALLY AVAILABLE PRODUCT OR SERVICE. BETA SERVICES MAY NOT OPERATE CORRECTLY AND BE SUBSTANTIALLY MODIFIED BEFORE THE FIRST COMMERCIAL RELEASE OR, AT LAMPKIN BROWN’S OPTION, MAY NOT BE RELEASED COMMERCIALLY. PARTICIPATION IN BETA SERVICES MAY BE TERMINATED ANY TIME BY CLIENT OR LAMPKIN BROWN UPON WRITTEN NOTICE TO THE OTHER PARTY.
BETA SERVICES AND ANY RELATED DOCUMENTATION ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, AND LAMPKIN BROWN AND ITS LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, RELATED TO BETA SERVICES. CLIENT HEREBY FULLY AND IRREVOCABLY RELEASES LAMPKIN BROWN, ITS AFFILIATES, AND LICENSORS FROM ANY LIABILITIES OR DAMAGES RELATED TO THE USE OF BETA SERVICES.
Unless otherwise specified in a separate agreement, Lampkin Brown processes and stores all Client Data uploaded or transmitted through Lampkin Brown Products in the United States.
If Client provides access to Lampkin Brown Products or Client Data to Lampkin Brown Personnel, such as when making a support request, the applicable Lampkin Brown Personnel may be located in a country not specified in these Terms or the Agreement. By providing such access, Client assumes all risks related to access or processing of Client Data in the location of the applicable Lampkin Brown Personnel.
THE LIMITATION OF LIABILITY IN THE AGREEMENT APPLIES TO, WITHOUT LIMITATION: (I) THE USE OR INABILITY TO USE LAMPKIN BROWN PRODUCTS; THE COST OF SUBSTITUTE GOODS OR SERVICES; OR (IV) ANY OTHER MATTER RELATING TO CLIENT’S USE OF LAMPKIN BROWN PRODUCTS.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL LAMPKIN BROWN’S TOTAL LIABILITY EXCEED THE TOTAL AMOUNT OF PRODUCT FEES ACTUALLY PAID BY CLIENT TO LAMPKIN BROWN FOR LAMPKIN BROWN PRODUCTS. ANY CLAIM ARISING UNDER THESE TERMS MUST BE BROUGHT WITHIN 12 MONTHS AFTER THE EVENT GIVING RISE TO THE CAUSE OF ACTION IS DISCOVERED, OTHERWISE THE PARTIES WAIVE ANY SUCH CLAIM.
Client shall not, and shall ensure its Authorized Personnel do not, export Lampkin Brown Products or otherwise remove them from the country where they were obtained except in compliance with all applicable laws and regulations. Without limitation, Client shall not permit any third party to access or use Lampkin Brown Products in a country subject to a United States embargo or anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List.
By accessing or using any Lampkin Brown Products, Client represents and warrants that it is not in any country included on any such list. Further, Client commits to not use any Lampkin Brown Products for any end uses prohibited under applicable United States laws and regulations, including, without limitation, any application related to, or purposes associated with, nuclear, chemical, or biological warfare, missile technology (including unmanned air vehicles), military application and any other use prohibited or restricted under the U.S. Export Administration Regulations (EAR) or any relevant laws, rules or regulations of the United States.
If Lampkin Brown Products are being or have been acquired with U.S. Federal Government funds, or if Client is an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of Lampkin Brown Products, or any related documentation of any kind, including technical data or manuals is a “commercial item,” as that term is defined in 48 C.F.R. 2.101 (Oct. 1995), consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. 12.212 (Sept. 1995), as applicable.
Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all U.S. Government end users acquire Lampkin Brown Products with only the rights provided in these Terms.
The parties have caused this Lampkin Brown Products Terms of Service to be executed by their authorized representatives.
