TERMS AND CONDITIONS

“Give It a Try” and “Quick Look” User Confidentiality Agreement

PLEASE READ AND REVIEW THIS LSMx “GIVE IT A TRY” AND “QUICK LOOK USER” CONFIDENTIALITY AGREEMENT ("Agreement") CAREFULLY, AS IT CONSTITUTES A LEGAL AND BINDING AGREEMENT BETWEEN THE “GIVE IT A TRY” AND “QUICK LOOK USER” (“User”) AND LSMx, Inc. ("Company"). ACCESS AND USE OF THE LSMx SOFTWARE IS EXPRESSLY CONDITIONED UPON THE CONFIDENTIALITY AGREEMENT TO BE BOUND BY EACH OF THE TERMS AND CONDITIONS SET FORTH. BY CLICKING THE “GIVE IT A TRY” OR “QUICK LOOK” BUTTON, THE “USER” HAS ENTERED INTO AND AGREES TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS SET FORTH HEREIN. THE “USER” IS ADVISED TO PRINT A COPY OF THIS AGREEMENT FOR ITS RECORDS. 

IF YOU ARE AN INDIVIDUAL AGREEING TO THIS AGREEMENT ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO BIND THAT ENTITY AND TO AGREE TO THIS AGREEMENT ON THAT ENTITY’S BEHALF.

1. ”User” Confidentiality Agreement. Company has developed a software tool that provides the “User” with customer-centric analytics and a platform for disseminating targeted advertising ("Ad Campaign(s)") through various marketing platforms, execution channels, and media (the "LSMx Software"). The LSMx Software may be accessed through a web-based portal designated by Company. The “User” desires to access and use the LSMx Software, and Company agrees to allow such access and use in accordance with the terms of this Agreement. 


1.1 Use of LSMx Software. Subject to the “User’s” continuing compliance with the terms of this Agreement, Company grants to “User” access and use the LSMx Software to review. Company, in its sole discretion, may also provide “User” with additional information in connection with the use of the LSMx Software, including information related to events occurring in “User’s” trade area and the “User’s” competitors, as well as a variety of other information and data relevant to the “User’s” business in the marketplace (collectively, "Benefits").

The Trial Period Confidentiality Agreement does not convey any rights in or to the LSMx Software or the Benefits or any patent, copyright, trademark or any other intellectual property rights thereto. 

1.2 Restrictions. The “User” shall not, and shall not knowingly permit any third party to: (i) copy, reproduce, modify, translate, prepare derivative works of, de-compile, reverse engineer, disassemble or otherwise attempt to derive source code from the LSMx Software or the Benefits; (ii) use, evaluate or view the LSMx Software or the Benefits for the purpose of designing or creating a product or service competitive to Company's products or services; (iii) use the LSMx Software or Benefits to aid a third party, (iv) sell, assign, grant a security interest in, or otherwise transfer any right in or to the LSMx Software or the Benefits, or (v) exploit vulnerabilities in the LSMx Software or the Benefits or remove, disable, circumvent or otherwise work around any intellectual property protections, security protocols, or rights management features incorporated into the LSMx Software or the Benefits. As a condition of continuing access to and use of the LSMx Software and the Benefits, The “User” must use the LSMx Software and Benefits in compliance with all state and federal laws and regulations. Company reserves the right to investigate any alleged or actual impropriety concerning the use of the LSMx Software or the Benefits, and Company shall have sole discretion in the decision to terminate or suspend The “User’s” use of the LSMx Software or the Benefits. 

2. Company Ownership. Company retains all right, title, and interest in and to the LSMx Software and the Benefits (including any upgrades, improvements, modifications, derivatives, and refinements to the LSMx Software and the Benefits), and all documentation and content related thereto, any analytics data provided through the LSMx Software and the Benefits, all advertising materials or content made available to The “User” for use in the Ad Campaigns (e.g., fonts, graphics, images, photographs, and clip art), and any patent, copyright, trademark or other intellectual property rights related to all of the foregoing. No rights are granted to The “User” other than as expressly set forth herein; Company reserves all rights not expressly granted to The “User” hereunder. 

3. Enforcement. The “User” shall (i) ensure that it complies with the terms and conditions of the Agreement, (ii) promptly notify Company of any actual or suspected violation thereof or any breach of security, and (iii) cooperate with Company with respect to investigation and enforcement of this Agreement. 

4. Company's Obligations - Third-Party Services. Company makes third party-products and services available for The “User’s” use through the LSMx Software ("Third-Party Services"), e.g., Facebook®, Google® Search, email, banner ads, and direct mail. When utilizing Third-Party Services, Subscriber should read and abide by any available relevant terms of use regarding such Third-Party Services, including any applicable acceptable use policy and license agreement. COMPANY DISCLAIMS ALL LIABILITY WITH RESPECT TO THIRD-PARTY SERVICES. Such Third-Party Services are provided on an as-is, where-is basis. Company disclaims all liability for any damages or other harm whether to Subscriber or its end customers resulting from such use of Third-Party Services. 

5. Indemnification. The “User” will defend, indemnify and hold Company, its successors, assigns, parents, subsidiaries, and affiliates, and their respective officers, directors, shareholders, employees, contractors, and agents (the "Indemnified Parties") harmless from and against any and all liabilities, losses, penalties, damages, costs, judgments and any other expenses (including reasonable attorneys' fees) associated with any third-party claim brought against the Indemnified Parties that arises out of or relates to (i) The “User” Data, an Advertisement or an Ad Campaign, (ii) use of the LSMx Software or the Benefits by The “User”, other than as expressly authorized under this Agreement, (iii) acts or omissions of The “User” or its employees, agents, contractors, (iv) The “User” breach of any of the representations, warranties or covenants contained in this Agreement or in any license or agreement for Third-Party Services, third party software or hardware or any other agreement with any third party, and/or (v) the operation of The “User’s” business.

6. Consent to Use of Electronic Signatures and Records. The “User” consents to electronic acceptance of this Agreement.