L7pm.com Terms of Service

IMPORTANT-READ CAREFULLY: YOUR USE OF THE L7 PERFORMANCE MANAGEMENT® WEBSITE, L7 SERVICES AND ASSOCIATED SOFTWARE (THE "L7 SERVICES") IS CONDITIONED UPON YOUR COMPLIANCE AND ACCEPTANCE OF THESE TERMS.   IMPORTANT-READ CAREFULLY: BY CLICKING THE “I AGREE” BUTTON, BY UTILIZING THE L7 SERVICES, OR BY SIGNING A PROPOSAL REFERENCING THIS AGREEEMNT YOU AGREE TO THESE TERMS AND CONDITIONS.
This is an  agreement (“Agreement”) between You and MLG Systems LLC, dba L7 Performance Management ("L7"), for use of the L7 Services which You selected or initiated provided by L7 (“L7 Services”).  “You” refers to the individual who registered and/or provided L7 his or her credit card or other payment mechanism for the L7 Services, and/or the consultant or re-seller or, if an individual is using and or purchasing the L7 Services on behalf of an entity and is authorized to use and or purchase the L7 Services on behalf of such entity, then “You” refers to such entity. If You do not agree with the terms of this Agreement, click the “Cancel” button and do not use the L7 Services.  Any software associated with the L7 Services is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.   1.  L7 SERVICE.   L7 will provide the L7 Services in accordance with this Agreement on a free trial (“Free Trial”) or month to month paid subscription  or term specified.(“Paid  Subscription”) basis, as elected by You on the order page of this website or by written proposal.  If You have selected a free trial of the L7 Services, you will have the right to use the L7 Services for up to the number of days on the order page, after which your right to use the L7 Services will terminate if you have not upgraded to a Paid Monthly Subscription.  L7 may at its sole discretion modify the features of the L7 Services from time to time without prior notice. You may not access the Service if you are a competitor of L7, except with L7’s prior written consent.  Unless expressly permitted by L7 in writing, You shall not license, sublicense, sell, resell, transfer, assign, distribute to any third party the Service.  You shall not modify or make derivative works based upon the Service; create Internet links to the Service or mirror any Service content on any other server or wireless or Internet-based device; or reverse engineer or access the Service in order to build a competitive product or service, build a product using similar ideas, features, functions, graphics or design of the Service, or copy any ideas, features, functions, graphics or gauges of the Service; or disclose the results of any performance benchmarks to any third party without L7 prior written consent. You shall not use the L7 Services in any manner that could damage, disable, overburden, impair or otherwise interfere with or disrupt the websites, L7 Services, or any network or networks connected to the L7 Services or security systems.  User licenses cannot be shared or used by more than one individual user (“User”) but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function. Unless expressly permitted by L7 in writing, You may use the Service only for internal business purposes and You shall not send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; send or store obscene, libelous, or any unlawful material. send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; interfere with or disrupt performance of the Service; or attempt to gain unauthorized access to the Service or its related systems or networks.  You are responsible for all activity occurring under Your Account and shall abide by all applicable laws and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall notify L7 of any unauthorized use of any password or account or any other known or suspected breach of security.  L7 does not own any data entered into the Service or data that you submit to the Service (“Your Data”). You, not L7, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of Your Data, and L7 shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store Your Data. L7 reserves the right to withhold, remove and/or discard Your Data without notice for any breach, including, without limitation, your non-payment. Upon termination for any reason, your right to access or use Your Data immediately ceases, and L7 shall have no obligation to maintain or forward Your Data.  L7 Services may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. L7 is not responsible for any delays, delivery failures, or other damage resulting from such problems.  2.  PROPRIETARY RIGHTS.   L7 and/or its suppliers, as applicable, retain ownership of all proprietary rights in the L7 Services and in all trade names, trademarks and service marks associated or displayed with the L7 Services. You will not remove, deface or obscure any of L7's or its suppliers' copyright or trademark notices and/or legends or other proprietary notices on, incorporated therein, or associated with the L7 Services. You may not reverse engineer, reverse compile or otherwise reduce to human readable form any software associated with the L7 Services.    3.  MUTUAL CONFIDENTIALITY.  Each party acknowledges on its own behalf and on behalf of its officers, directors, employees, agents and consultants, and those of its affiliates (its “Personnel”), that, during the term of this Agreement, it (the “Receiving Party”) may receive from or on behalf of the other party (the “Disclosing Party”) confidential and proprietary information relating to the Disclosing Party (“Proprietary Information”). The L7 Services and the Documentation shall be considered L7 Proprietary Information.  Business information, strategy, operations information and related information disclosed by You to L7 shall be considered Your Proprietary Information.  During and after the term of this Agreement, the Receiving Party agrees to use the same degree of care to protect the Proprietary Information as it uses for its own Proprietary Information of like importance but in no event less than a reasonable standard of care.  Proprietary Information shall not include information that: (i) becomes public without breach of this Agreement by the Receiving Party or its Personnel; (ii) was previously in the Receiving Party’s possession (in written or other recorded form) with no obligation to maintain confidentiality; (iii) was received from a third party not under any obligation of confidentiality to the Disclosing Party; or (iv) was developed by the Receiving Party’s employees, agents, contractors, and/or representatives independently of, and without reference to, any Proprietary Information.   The Receiving Party shall only permit access to Proprietary Information to those of its Personnel (A) who require access thereto for a purpose authorized by the Agreement and (B) who have signed confidentiality agreements or are otherwise bound by confidentiality obligations at least as restrictive as those contained herein.    4.  PAYMENTS.  You agree that L7 may charge to Your credit card or other payment mechanism selected by You and approved by L7 (“Your Account”) all amounts due and owing for each authorized user of the L7 Services (“User”), including L7 Services fees, or any other fee or charge associated with Your use of the L7 Services. L7 Services are charged for on a month to month basis, monthly in advance. You agree that in the event L7 is unable to collect the fees owed to L7 for the L7 Services through Your Account, L7 may take any other steps it deems necessary to collect such fees.   You further agree that L7 may collect interest at the lesser of 1.5% per month or the highest amount permitted by law on any amounts not paid when due. You are responsible for paying for all Users ordered for each month if you are paying by credit card, whether or not such User licenses are actively used.  The User fee for any added Users will be the then current, generally applicable User fee; and Users added or removed in the middle of a billing month will be charged in full for that billing month. L7 may modify its fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to you, which notice may be provided by e-mail or displayed on the L7 website.. All pricing terms are confidential, and you agree not to disclose them to any third party.  You agree to pay, any sales and similar taxes not based on L7 net income.                  5.  SUPPORT SERVICES.  Support begins upon initial date of delivery of the Service and will continue as long as Services are paid for.  You can access L7 support be emailing request to support@L7pm.com or calling the support number located on the L7 website www.L7pm.com.  Support during a free trial will be provided in L7’s sole discretion.     6.  TERMINATION.  You may terminate this Agreement by providing written notice to L7 via e-mail to termination@L7pm.com. Such termination will be effective on the last day of the then-current calendar month. If You fail to comply with any provision of this Agreement, L7 may terminate this Agreement immediately without notice. Upon any termination of this Agreement, You must cease any further use of the L7 Services.  Upon termination, Sections 2, 3, 6, 7, 8 of this Agreement will otherwise survive and remain in effect.  7.  WARRANTYYOU UNDERSTAND AND AGREE THAT THE SERVICES ARE PROVIDED "AS IS" AND L7, ITS AFFILIATES, SUPPLIERS AND RESELLERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. L7, ITS AFFILIATES, SUPPLIERS AND RESELLERS MAKE NO WARRANTY OR REPRESENTATION REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES, REGARDING THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES, REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH THE SERVICES, REGARDING ANY TRANSACTIONS ENTERED INTO THROUGH THE SERVICES OR THAT THE SERVICES WILL MEET ANY USER'S REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE. USE OF THE SERVICES IS AT YOUR SOLE RISK. ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOU RESULTING FROM THE USE OF THE SERVICES. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SERVICES REMAINS WITH YOU. You agree to indemnify, defend and hold harmless L7, its affiliates, officers, directors, employees, consultants, agents, suppliers and Resellers from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys fees) arising from Your use of the Services, Your violation of this Agreement or the infringement or violation by You or any other user of Your account, of any intellectual property or other right of any person or entity. Without limiting the foregoing, the Services are not designed or licensed for use in hazardous environments requiring fail-safe controls, including without limitation operation of nuclear facilities, aircraft navigation/communication systems, air traffic control, and life support or weapons systems. Without limiting the generality of the foregoing, L7, its affiliates, suppliers and Resellers specifically disclaim any express or implied warranty of fitness for such purposes.  8. LIMITATION OF LIABILITY.  L7’S LIABILITY FOR ANY CLAIM ARISING UNDER OR RELATING TO THE AGREEMENT, THE L7 SERVICES OR ANY OTHER SERVICES PROVIDED BY L7 UNDER ANY THEORY OF LIABILITY INCLUDING CONTRACT, STRICT LIABILITY, INDEMNITY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, WILL NOT EXCEED THE FEES PAID TO L7 FOR L7 SERVICES IN THE PRECEDING TWELVE (12) MONTHS PURSUANT TO THE AGREEMENT. L7 WILL IN NO CIRCUMSTANCES BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL DAMAGES, LOSS OF REVENUES OR LOSS OR INACCURACY OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY.  Because some states and jurisdictions do not allow the exclusion or limitation of liability, the above limitation may not apply to You. 9.  MISCELLANEOUS.   a..  Reference.  Customer agrees that L7 may use Customer’s name in (i) L7 customer lists, (ii) on L7’s website, and (iii) on other promotional materials.     b.  Choice of Law and Forum. This Agreement shall be governed by and construed under the laws of the State of Connecticut, U.S.A., as applied to agreements entered into and to be performed in Connecticut by Connecticut residents. The parties consent to the exclusive jurisdiction and venue of the courts located in and serving Westport,  Connecticut, USA  c.  Waiver and Severability. Failure by either party to exercise any of its rights under, or to enforce any provision of, this Agreement will not be deemed a waiver or forfeiture of such rights or ability to enforce such provision. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, that provision will be amended to achieve as nearly as possible the same economic effect of the original provision and the remainder of this Agreement will remain in full force and effect.  d. Export Restrictions. You acknowledge that the L7 Services, or portion thereof may be subject to the export control laws of the United States. You will not export, re-export, divert, transfer or disclose any portion of the L7 Services or any related technical information or materials, directly or indirectly, in violation of any applicable export law or regulation e. General Provisions. This Agreement embodies the entire understanding and agreement between the parties respecting the subject matter of this Agreement and supersedes any and all prior understandings and agreements between the parties respecting such subject matter. L7 may change the terms of this Agreement at any time by posting modified terms on its website. L7 is not responsible in any way for the consulting outcomes of its employee, program partners or consultants.  This Agreement has been prepared in the English Language and such version shall be controlling in all respects and any non-English version of this Agreement is solely for accommodation purposes. All notices or other correspondence to L7 under this Agreement must be sent to L7 Performance Management 1771 Post Road East, Suite 301 Westport CT. 06880 .  Any and all rights and remedies of L7 upon Your breach or other default under this Agreement will be deemed cumulative and not exclusive of any other right or remedy conferred by this Agreement or by law or equity on L7, and the exercise of any one remedy will not preclude the exercise of any other. The captions and headings appearing in this Agreement are for reference only and will not be considered in construing this Agreement.