Last Updated: July 14, 2023
1. Introduction
Welcome to Latii! Please read on to learn the rules and restrictions that govern your use of our website www.latii.com (our “Website”), our cloud-based supply chain platform (the “Platform”), and any other services we may provide to you through this Website (collectively, the “Services”). If you have any questions, comments, or concerns regarding these Terms or our Services, please contact us at support@latii.com.
These Terms of Use (inclusive of our Privacy Policy, these “Terms”) are a binding contract between you and Latii, Inc., a Delaware corporation, (“Latii,” “we,” “our” and “us”). Your use of the Services in any way, including exploring our Website or registering for or using our Platform, means that you agree to all of these Terms, and these Terms will remain in effect while you use any of our Services. These Terms include the provisions in this document as well as those in our Privacy Policy, which are hereby incorporated by reference. If you are agreeing to these Terms on behalf of an employer, organization or entity, you represent and warrant that (i) you are authorized to agree and agree to these Terms on your employer’s, organization’s or entity’s behalf and bind them to these Terms (in which case, the references to “you” and “your” in these Terms, except for in this sentence, refer to that organization or entity); (ii) you have read and understand the Terms; and (iii) you have full legal authority to bind your employer, organization or entity to these Terms.
Through our Platform, you will be able to identify and source various construction products, supplies and other materials (collectively, “Materials”), compare Materials, submit requests for quotations or other forms of requests for proposals from us for Materials (including by uploading or submitting requisition or other supporting documents for Materials to help us prepare a proposal or quotation), and procure Materials through purchase agreements or orders with Latii (“Purchase Orders”). These Terms are expressly incorporated by reference into all Purchase Orders, but to the extent there is a conflict between any term in these Terms and those of a Purchase Order, the terms of a Purchase Order shall first control. Similarly, with respect to any other product, service, or solution (“Solution”) provided by Latii to you under a written agreement (other than this Website or a Purchase Order), these Terms are expressly incorporated by reference into such Solution agreement, and to the extent there is a conflict between any term in these Terms and those of a Solution agreement, the terms of such Solution Agreement shall first control.
PLEASE BE AWARE THAT THESE TERMS CONTAIN PROVISIONS GOVERNING HOW CLAIMS THAT YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS THAT AROSE OR WERE ASSERTED PRIOR TO THE EFFECTIVE DATE OF THESE TERMS. IN PARTICULAR, THESE TERMS CONTAIN AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS.
Please read these Terms carefully before you use our Website or register for, access, or use any of our other Services. By accessing or using our Services, you accept and agree (on behalf of yourself or the entity that you represent) to be bound and abide by these Terms. If you do not want to agree to these Terms, you must not access or use any of our Services.
2. Updating these Terms
We may revise and update these Terms from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of our Services thereafter. However, any changes to the dispute resolution provisions will not apply to any disputes for which the parties have actual notice before the date the change is posted. If you don’t agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use our Services. If you use the Services in any way after a change to the Terms is posted, that means you agree to all of the changes. You are expected to check this webpage from time to time so you are aware of any changes, as they are binding on you. This page will display the date of the most current updated terms as “Last Updated” in the header above. Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.
3. Accessing the Website and Account Security
a. We reserve the right to withdraw or amend this Website, and any Services or material we provide on the Website, in our sole discretion at any time without notice. We will not be liable if for any reason all or any part of the Services is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Services, or the entire Services, to users, including registered users.
b. You are responsible for both making all arrangements necessary for you to have access to the Services and ensuring that all persons who access the Services through your internet connection are aware of these Terms and comply with them.
c. To access some of the Services, including our Platform, you may be asked to provide certain registration details or other information. It is a condition of your use of such Services that all the information you provide is correct, current, and complete. You agree that all information you provide to register with our Services, including, but not limited to, through the use of any interactive features, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.
d. If you choose, or are provided with, a username, password, or any other credentials as part of our security or registration procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to our Services using your username, password, or other credentials. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. We are not responsible for any actions undertaken by persons who may access your account, and you will indemnify and hold us harmless from any claims resulting from unauthorized use of your account.
e. We have the right to disable any username, password, or other identifier or credential, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms.
4. Intellectual Property Rights
a. Our Services and their entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, logos, graphics, videos, visualizations, audio, and the design, selection, and arrangement thereof) and all associated intellectual property rights are owned exclusively by Latii, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. You won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, commercialize or otherwise exploit for any purpose any content not owned by you, (i) without the prior consent of the owner of that content or (ii) in a way that violates someone else’s (including Latii’s rights).
b. Subject to these Terms, Latii grants you a non-transferable, non-exclusive, revocable, limited license to use and access our Services solely for your own personal, noncommercial use. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Services, except as follows:
i) Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
ii) You may store files that are automatically cached by your Web browser for display enhancement purposes.
iii) You may print one copy of a reasonable number of pages of the Services for your own personal, record-keeping, or non-commercial use and not for further reproduction, publication, or distribution.
iv) We provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.
v) If we provide social media features with certain content, you may take such actions as are enabled by such features.
No right, title, or interest in or to the Services or any content on the Services is transferred to you, and all rights not expressly granted are reserved by Latii. Any use of our Services or content not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws.
5. Trademarks
The “Latii” name and all related logos, product and service names, designs, and slogans are trademarks of Latii. You must not use such marks without the prior written permission of Latii. All other third-party company names, logos, product and service names, designs, and slogans on our Services are the trademarks of their respective third-party owners as indicated.
6. Prohibited Uses
a. You may use our Services only for lawful purposes and in accordance with these Terms. You agree not to use our Services:
i) in any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries or any applicable privacy laws);
ii) for the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise;
iii) to send, knowingly receive, upload, download, use, or re-use any material that does not comply with our Content Standards set out in Section 9 of these Terms;
iv) to transmit, or procure the sending of, any advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation to any party;
v) to impersonate or attempt to impersonate Latii, a Latii employee, another user, or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing);
vi) to engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of our Services, or which, as determined by us, may harm Latii, our Services, or users of our Services, or expose any of them to liability;
vii) in any manner that could disable, overburden, damage, or impair our Services or cloud accounts or other systems, or interfere with any other party’s use of our Services, including their ability to engage in activities through the Services;
viii) for any purpose other than for which they are provided; or
ix) for any fraudulent, illegal, prohibited or for a misleading purpose.
b. You further agree not to:
i) license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Services, whether in whole or in part, or any content displayed on our Services;
ii) modify copies of any materials from our Services;
ii) use any illustrations, images, logos, video or audio sequences, or any graphics provided with our Services separately from the accompanying text;
iv) delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials;
v) access or use for any commercial purposes any part of the Services or materials available through the Services, including without limitation, by providing the Services to a third party by renting, leasing, providing access to or sublicensing any elements of the Services or uses the Services on behalf of or to provide services to a third party;
vi) print, copy, modify, download, or otherwise use or provide any other person with access to any part of our Services in breach of the Terms (if you do so, your right to use the Services will stop immediately and you must, at our option, return or destroy any copies of the materials you have made);
vii) take any action that jeopardizes the security of the Services;
viii) intentionally submit false, inaccurate, incorrect, fictitious, or misleading information with our Services
ix) decompile, reverse engineer or seek to gain unauthorized access to any part of any of the Services or related systems, data, networks, or source code;
x) bypass or circumvent measures designed to prevent or limit access to any part of the Services;
xi) access or use any of the Services for any competitive purposes, including to develop, directly or indirectly, any product, service, website or solution that competes with any of the Services;
xii) cause damage or disruption to the Services, or disable, overburden, or impair the Services or interfere with, disrupt or negatively affect other users of the Services.
xiii) use any robot, spider, or other automatic device, process, or means to access the Services for any purpose, including monitoring or copying any of the material provided on or with the Services;
xiv) use any device, software, or routine that interferes with the proper working of our Services or introduce any viruses, Trojan horses, worms, logic bombs, or other material or code that is malicious or technologically harmful to the Services or any functionality thereof or otherwise attempt to interfere with the proper working of any Services;
xv) attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Services, the servers or accounts on which the Services are stored or used, or any server, computer, system, network, or database connected to or used with the Services; or
xvi) attack the Services via a denial-of-service attack or a distributed denial-of-service attack.
7. License to Your Data; User Contributions; Feedback
a. If you provide any information or data to Latii through our Services (“Your Data”), you grant Latii a fully paid, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right and license to use, distribute, and reproduce Your Data (in whole or in part) for the purposes of operating our Services or performing functions offered through the Services (such as responding to inquiries, fulfilling a Purchase Order, or supporting a Solution). Notwithstanding anything to the contrary, Latii shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, data derived from Your Data and from other services or products you use), and Latii will be the sole and exclusive owner of such new data generated from analysis of Your Data and be free to (i) use such information and data to improve and enhance the Services, other services and products and for other development, diagnostic and corrective purposes in connection with the Services and other Latii offerings, and (ii) disclose such data solely in aggregate or other de-identified or anonymized form (such that you shall not in any way, directly or indirectly, be identifiable as the source of such data) in connection with Latii’s business, such as by publishing a report on trends in the usage of the Services. No rights or licenses are granted except as expressly set forth herein. You agree that you, not Latii, are responsible for the content and correctness of all of Your Data that you provide or make available on or through the Services.
b. The Services may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, and other interactive features (collectively, “Interactive Services”) that allow users to post, submit, publish, display, or transmit to other users or other persons (hereinafter, “post”) content or materials (collectively, “User Contributions”) on or through the Services. User Contributions do not include your direct communications with Latii.
c. Your Data and all User Contributions must comply with the Content Standards set out in Section 9 of these Terms.
d. Any User Contribution you post with our Services will be considered non-confidential and non-proprietary. By providing any User Contribution on the Services, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material.
e. You represent and warrant that: (i) you own or control all rights in and to Your Data and the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns, and (ii) Your Data and your User Contributions do and will comply with these Terms.
f. You understand and acknowledge that you are responsible for Your Data and any User Contributions you submit or contribute, and you, not Latii, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.
g. We are not responsible or liable to any third party for the content or accuracy of any of Your Data or User Contributions posted by you or any other user of the Services.
h. You agree that submission of any ideas, concepts, recommendations, suggestions, criticisms, documents, and/or proposals you provide to Latii through its suggestion, feedback, wiki, chat sessions, forum or similar pages, by email, or through any other means (“Feedback”) is at your own risk and that all Feedback shall be solely and exclusively owned by Latii, without any obligation by Latii to compensate you, and you agree to execute any and all documents necessary to perfect Latii’s ownership of the intellectual property rights in such Feedback (at Latii’s expense). Latii owns all rights, title and interest in and to such Feedback without restriction and without payment or accounting to you. With respect to any Feedback, you may not use any such Feedback for any purpose absent the express written permission of Latii, which it may withhold in its absolute discretion. You represent and warrant that you have all rights necessary to submit or provide the Feedback as contemplated herein.
8. Monitoring and Enforcement; Termination
a. We have the right to:
i) remove or refuse to post any User Contributions for any or no reason in our sole discretion;
ii) take any action with respect to any of Your Content or User Contributions that we deem necessary or appropriate in our sole discretion, including if we believe that Your Content or User Contributions violate the Terms, including the Content Standards in Section 9, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Services or the public, or could create liability for Latii;
iii) disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy;
iv) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services; and
with or without notice to you, terminate or suspend your access to all or part of the Services for any or no reason, including without limitation, any violation of these Terms.
b. Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Services. YOU WAIVE AND HOLD HARMLESS LATII AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
c. However, we cannot review all material before it is posted on or used with Services, and cannot ensure prompt removal of objectionable material after it has been provided or posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
9. Content Standards
These content standards apply to any and all or Your Content or User Contributions and use of Interactive Services. Your Content and User Contributions must in their entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, Your Content and User Contributions must not:
i) contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable;
ii) promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
iii) infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person;
iv) violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms or our Privacy Policy at [LINK TO PRIVACY POLICY];
v) be likely to mislead, deceive or defraud any party;
vi) promote any illegal activity, or advocate, promote, or assist any unlawful act;
vii) impersonate any person, or misrepresent your identity or affiliation with any person or organization;
viii) involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising; or
ix) give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.
10. Copyright Infringement
If you believe that any of other party’s User Contributions violate your copyright, please contact us at support@latii.com to notify us of such claim of copyright infringement. It is the policy of Latii to terminate the user accounts of repeat copyright infringers.
11. Reliance on Information Posted on Website
a. The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.
b. This Website includes content provided by third parties, including materials that may be provided by other users, bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by Latii, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of Latii. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
12. Changes to the Website
We may update the content on this Website from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material. You acknowledge and agree that Latii will have no obligation to provide you with any support or maintenance in connection with the Website.
13. Information About You and Your Visits to the Website
All information we collect on this Website is subject to our Privacy Policy [LINK TO PRIVACY POLICY]. By using the Website, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.
14. Linking to the Website and Social Media Features
a. You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part.
b. This Website may provide certain social media features that enable you to:
i) link from your own or certain third-party websites to certain content on this Website.
ii) send emails or other communications with certain content, or links to certain content, on this Website.
iii) cause limited portions of content on this Website to be displayed or appear to be displayed on your own or certain third-party websites.
c. If provided, you may use these features solely as they are provided by us and solely with respect to the content with which they are displayed. Subject to the foregoing, you must not:
i) establish a link from any website that is not owned by you.
ii) cause the Website or portions of it to be displayed on, or appear to be displayed by, any other site, for example, framing, deep linking, or in-line linking.
iii) link to any part of the Website other than the homepage.
iv) otherwise take any action with respect to the materials on this Website that is inconsistent with any other provision of these Terms of.
d. The website from which you are linking, or on which you make certain content accessible, must comply in all respects with the Content Standards set out in these Terms.
e. You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice.
f. We may disable all or any social media features and any links at any time without notice in our discretion.
15. Links from the Website
If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
16. Geographic Restrictions
The owner of the Website is Latii, Inc., a Delaware corporation based in the State of New York in the United States. We provide this Website for use only by persons located in the United States. We make no claims that the Website or any of its content is accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
17. Disintermediation (Prohibited Engagements Outside our Platform)
During the period you use our Platform as a registered user, and for a period of two (2) years after you cease using our Platform for any reason (the “Exclusivity Period”), you shall not directly or indirectly, solicit, contact or engage or enter into any contract, order, or agreement with any vendor, supplier, manufacturer, broker, or other party, as applicable, introduced, disclosed, sourced, or otherwise identified to you by Latii or through the Platform or that provide Materials to you through Latii (including any subsidiaries or affiliates of such parties, collectively, the “Latii Platform Parties”), for purposes of purchasing, supplying or otherwise providing you, directly or indirectly (except through the Platform) with any Materials, goods or services for any project of any kind. Any such action or other action during the Exclusivity Period by you that encourages, facilitates or solicits complete or partial orders outside of the Platform or this Agreement or otherwise solicits for service engagement, or materials or goods supply, or any other similar business relationship for Materials, goods, or services similar to those provided by Latii or through the Platform shall constitute a material violation of this Agreement (a “Disintermediation Violation”). In addition to other remedies available to Latii hereunder, you hereby agree to pay to Latii, liquidated damages for any Disintermediation Violation involving Latii Platform Parties, in an amount equal to twenty-five percent (25%) of the total of all fees, prices, costs or other amounts (inclusive of any taxes, duties, or other additional charges) paid by you to such Latii Platform Parties resulting from any contract, order, or agreement made by you during the Exclusivity Period. You and Latii acknowledge and agree that (a) the amount of loss or damages likely to be incurred by Latii for any Disintermediation Violation by you is impossible or difficult to precisely estimate, and (b) the amounts specified herein are fair and bear a reasonable proportion and are not plainly or grossly disproportionate to the probable loss likely to be incurred by Latii in case of a Disintermediation Violation. Liquidated damages shall be paid by you to Latii at the earlier of (i) within ten (10) business days of your breach of this Section, or (ii) within ten (10) days of your receipt of an invoice from Latii in connection with any Disintermediation Violation with a Latii Platform Party.
18. Disclaimer of Warranties
a. You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT OR DEVICES, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
b. YOUR USE OF THE WEBSITE, ITS CONTENT, AND ANY OTHER SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER LATII NOR ANY PERSON ASSOCIATED WITH LATII MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE OR ANY OTHER SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER LATII NOR ANYONE ASSOCIATED WITH LATII REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT, OR ANY OTHER SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT LATII WILL MAINTAIN ANY DATA WITHOUT LOSS, THAT OUR WEBSITE OR THE SERVER OR CLOUD ACCOUNTS THAT MAKE IT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
c. TO THE FULLEST EXTENT PROVIDED BY LAW, LATII HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.
d. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
19. Limitation on Liability
a. TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL LATII AND ITS SUBSIDIARIES AND AFFILIATES, AND THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS, BE LIABLE TO ANY PARTY FOR (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE): (A) ANY LOST PROFITS, LOSS OF USE, LOST, INACCURATE, INCOMPLETE OR UNUSABLE DATA, FAILURE OF SECURITY MECHANISMS, FINANCIAL LOSSES, OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND OR (B) ANY DAMAGES OR AMOUNTS EXCEEDING, IN THE AGGREGATE, ONE HUNDRED U.S. DOLLARS (US $100).
b. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO THE EXTENT THAT ANY EXCLUSION OR LIMITATION OF LIABILITY IS VOID, PROHIBITED OR UNENFORCEABLE BY APPLICABLE LAW. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
20. Indemnification
You agree to defend, indemnify, and hold harmless Latii, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms or your use of the Website and our other Services, including, but not limited to, Your Content, your User Contributions, any use of the Services other than as expressly authorized in these Terms, or your use of any information obtained from the Services.
21. Governing Law
All matters relating to the Website, any other Services, and these Terms, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction).
22. Dispute Resolution
Please read the following arbitration agreement (“Arbitration Agreement”) in this section carefully. It requires you to arbitrate disputes with Latii and limits the manner in which you can seek relief from us.
a. Applicability of Arbitration Agreement. You agree that any dispute, claim, or request for relief relating in any way to your access or use of the Services, will be resolved by binding arbitration, rather than in court, except that you may assert claims or seek relief in small claims court if your claims qualify.
b. Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your dispute or claim or request for relief to our registered agent in Delaware. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims, counterclaims, or request for relief under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other disputes shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, Latii will pay them for you. You may choose to have the arbitration conducted by telephone, based on written submissions, or in New York City in the State of New York, United States. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
c. Authority of Arbitrator. The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to, any assertion that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Latii. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and these Terms (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
d. Waiver of Jury Trial. YOU AND LATII HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Latii are instead electing that all disputes, claims, or requests for relief relating in any way to your access or use of the Services shall be resolved by arbitration under this Arbitration Agreement, except as specified above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow these Terms as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
e. Waiver of Class or Other Non-Individualized Relief. ALL DISPUTES, CLAIMS, AND REQUESTS FOR RELIEF WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If a decision is issued stating that applicable law precludes enforcement of any of this subsection’s limitations as to a given dispute, claim, or request for relief, then such aspect must be severed from the arbitration and brought into the State or Federal Courts located in the State of New York. All other disputes, claims, or requests for relief shall be arbitrated.
f. Severability. Except as provided herein, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
g. Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Latii.
h. Modification. Notwithstanding any provision in these Terms to the contrary, we agree that if Latii makes any future material change to this Arbitration Agreement, you may reject that change within 90 days of such change becoming published on the Website by writing to Latii at
support@latii.com.
23. Limitation on Time to File Claims
UNLESS OTHERWISE RESTICTED BY APPLICABLE LAW, ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR OUR SERVICES MUST BE COMMENCED WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
24. Waiver and Severability
a. No waiver by Latii of any term or condition set out in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Latii to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.
b. If any provision of these Terms is held by an arbitrator, court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.
25. Assignment
You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without Latii’s prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent. This Agreement will be binding upon, and inure to the benefit of, the successors, representatives, and permitted assigns of the parties.
26. Entire Agreement
With the exception of any Purchase Order or Solution agreement you may have entered with Latii, the Terms constitute the sole and entire agreement between you and Latii regarding our Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Services. For the avoidance of doubt, nothing in these Terms is intended to modify or alter any term in any Purchase Order or Solution Agreement between you and Latii, which as noted above, have priority over these Terms.
27. Notices
All notices under these Terms will be in writing, in English and delivered to you through the email associated with your credentials or through other reasonable methods. All other notices, requests, and other communication to Latii in connection with these Terms must be in writing, in English and sent to support@latii.com. Notices will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after being sent, if sent for next day delivery by recognized overnight delivery service; or upon receipt, if sent by certified or registered mail, return receipt requested.
28. Your Comments and Concerns
a. This Website is operated by Latii, Inc., a Delaware corporation, with an address at 1 Dock 72 Way, 7th Floor, Brooklyn, NY 11205 USA.
b. All notices of copyright infringement claims should be sent to us at
support@latii.com to notify us of such claim of copyright infringement.
c. All other feedback, comments, requests for technical support, and other communications relating to the Website should be directed to
support@latii.com.
