LettsCore™ Ltd provides its software-as-a-service platform to provide teams and individuals with tools to get organized and work effectively. Our users occasionally have questions about what are permitted and prohibited uses of our platform. We have created this Content and Use Policy (the “Policy”) to provide additional clarification on activity and content which is prohibited and/or subject to additional restrictions on the platform.

All terms used in this Policy but not defined shall have the meaning given to them in the Master Subscription Agreement and the Terms of Services, as applicable. This Policy is incorporated into the terms applicable to your Subscription. If you suspect any user is in violation of this Policy, please contact us by reporting the page in question by emailing us at [email protected].

The following activities are prohibited:

• Illegal activities: Engaging in any illegal activity, or promoting, facilitating, or instructing others to do so is strictly prohibited. You must comply with all laws applicable to your use of the Services. This includes any applicable laws that require (a) consent be obtained prior to transmitting, recording, collecting, or monitoring data or communications; or (b) compliance with opt-out requests for any data or communications.
• Graphic and harmful content. Content that is graphically violent, obscene, sexually explicit, promoting self-harm, terrorist activity, misinformation, or posing a threat to the public is not allowed. This restriction applies to both private and public content.
• Child exploitation: Any content that exploits or sexualizes children is prohibited. Any content that depicts or promotes abuse or exploitation of children in any manner is prohibited. This prohibition includes any activity that could be considered grooming.
• Harassment, Bullying, Defamation, and Threats: Abusive, harassing, or bullying behavior is not allowed.
• Hateful Content: Content promoting hate speech, violence, or discrimination based on race, color, sexual orientation, gender identity, marital status or any protected characteristic is not allowed. Further, use of the Services by organizations that promote or normalize hate against individuals, hateful speech, violence, terrorism or whose primary purpose is inciting hatred or violence, is prohibited.
• Infringement of Intellectual Property: Misappropriation or infringement of anyone’s intellectual property rights is not allowed. This includes copying or plagiarizing other User’s content without their permission.
• Malicious and Deceptive Practices: Posting of malicious software, malware, viruses or other harmful code, or engaging in any deceptive, false, misleading, or fraudulent practices, including the promotion of counterfeit goods or services, is not allowed.
• Violation of Privacy: Any content or action that invades another's privacy or otherwise violates or compromises another person’s legal rights is not allowed.
• Interference with the Services: Any use of the Services that interferes with or negatively impacts any aspect of the Services or any third-party products or services that are integrated or connected to the Services is not allowed.
• Hacking: Any use of the Service that is intended to unlawfully or improperly gain control of another person or organization’s assets is prohibited.
• Spam and Unwanted Contact: The following use of the Services are prohibited: (a) harvesting or collecting email addresses or other contact information through mass messaging of unverified email addresses; and (b) sending unwanted or unauthorized commercial content, unwanted or mass solicitation, or other forms of duplicative or unsolicited messages is prohibited.
• Content subject to additional scrutiny: Our goal is to ensure the availability and reliability of the Services. We have determined that content related to certain industries may have higher abuse rates that may jeopardize the availability for a broad range of users of the Services. We reserve the right to provide additional scrutiny on, suspend the use of and/or discontinue the provision of the Services to individuals and organizations who use the Services related to such industries. Examples of such industries include:
  • work-at-home, make money online, and lead generating opportunities
  • gambling services or products;
  • adult entertainment;
  • sales of products in high demand due to regional, national, or international emergencies;
  • online trading, day trading tips, or similar related content; and
  • multi-level marketing or affiliate marketing.

Additional Restrictions for LettsNews Use

In addition to the guidelines above, the following restrictions apply specifically to the use of LettsNews. You may not use LettsNews for:

1. High-Risk Use Cases: Including weaponry development, military purposes, operating critical infrastructure, promotion of self-harm, and activities posing significant economic risk.
2. Misinformation: Do not use LettsNews to spread disinformation.
3. Deceptive Practices: Do not use LettsNews to deceive anyone into thinking any AI generated content was created by a human.
4. Legal, Medical, or Financial Advice: If you are using LettsNews to provide legal, medical, or financial advice, you must have the content reviewed by a qualified professional in the field before sharing it, and you must disclose to your clients that you are using LettsNews in your decision-making or recommendations.

Monitoring and Enforcement

We may monitor the use of the Services and LettsNews for abuse but are not obligated to do so. We reserve the right to (1) investigate any suspected violation of this Policy; and (2) take any action, including suspension or termination, against any User or Customer who we reasonably believe has violated this Policy.

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You may contact us regarding the Service or these Terms via email to [email protected].

Last updated: July 8, 2025

These Terms apply to personal use of the Services. If you are accessing or using the Service on behalf of an organisation, business, or other legal entity (each an "organisation"), or if you are accessing or using the Service under an eligible plus, business, or enterprise Subscription Plan, then your use of the Services, including ownership of any content created, stored, or transmitted using the Service, shall be exclusively governed by and subject to LettsCore™ 's Master Subscription Agreement.

Please read these Personal Use Terms of Service ("Terms" or "Terms of Service") carefully before using the www.lettsnews.com website and Services operated by LettsCore™. (LettsCore™", "us", "we", or "our"). For purposes of these Terms, "you" and "your" means you as the user of the Service. "Services" means LettsCore™ 's online software-as-a-service platform and services including any related APIs provided by LettsCore™, together with all related mobile and desktop applications, and Add-ons to which you subscribe. "Services" exclude Non-LettsCore™ Services.

Your access to and use of the Service is conditioned upon your acceptance of and compliance with these Terms. These Terms apply to all individual visitors, users and others who wish to access or use the Service. These Terms apply to personal use of the Services only. You acknowledge that these Terms, along with LettsCore™ 's Privacy Policy, govern your access and use of the Service.

By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of these Terms, then you do not have permission to access the Service.

1. CONTENT

1. For purposes of these Terms: (i) LettsCore™ Content" means text, graphics, images, music, software, machine learning models, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Service by LettsCore™ or its licensors; and (ii) "User Content" means any Content that you provide to be made available through the Service (excluding organisation Content). User Content includes any Output. Collectively, LettsCore™ Content, User Content, and organisation Content are referred to as "Content."
2. Content Ownership: We do not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit your User Content. Subject to the foregoing, LettsCore™ and its licensors exclusively own all right, title and interest in and to the Service and LettsCore™ Content, including all associated intellectual property rights. You acknowledge that the Service and LettsCore™ Content are protected by copyright, trademark, and other laws of the United Kingdom, the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Service or LettsCore™ Content.
3. Rights in User Content Granted by You: By making any User Content available through the Service, you hereby grant to LettsCore™ a non-exclusive, transferable, worldwide, royalty-free license, with the right to sublicense, to use, host, cache, store, reproduce, transmit, publicly display, publicly perform, publish, distribute and modify (for formatting purposes only), your User Content solely in connection with operating and providing the Service and LettsCore™ Content to you and, depending on the permission you grant, to other users, individuals, and/or organisations. Subject to the foregoing license, as between LettsCore™ and you, you retain any and all of your rights to your User Content. You acknowledge that if you provide organisation Content (as defined below), then the ownership of such organisation Content may be as set forth in any agreement between you and the organisation, and in the absence of such agreement, then as between you and the organisation, the organisation may own the rights to any such organisation Content.
4. Your Responsibility for User Content: You are solely responsible for your User Content. You represent and warrant that you own your User Content or you have all rights that are necessary to grant us the license rights in your User Content under these Terms. You also represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Service, nor any use of your User Content by LettsCore™ on or through the Service will infringe, misappropriate or violate a third party's intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation or violate any agreement you have with any third party.
5. Sharing User Content: You may designate your User Content as "public" (such as posting User Content to an organisational Workspace) or "private". You agree that User Content you designate as public will be accessible by and be available to other users of the Service to whom you grant access to such publicly designated User Content. Consequently, you understand and agree that such users will have the right to view, comment on and tag your publicly designated User Content. If you grant users additional permissions with respect to your User Content, you understand and agree that such users will, depending on the permissions you grant, have the ability to use, publish, display, modify, or duplicate such User Content. You grant LettsCore™ all rights necessary to make any of your publicly designated User Content available to other users of the Service and to permit those users to engage in the activities described in this Section and the Documentation with respect to your publicly designated User Content. "Documentation" means LettsCore™-provided user documentation relating to the Services (e.g. user guides) found here, as may be updated by LettsCore™ from time to time. Documentation does not include content published in user or community forums.
6. Removal of User Content: You can remove your User Content that you designate as private by specifically deleting it. However, some of your User Content may not be completely removed and copies of your User Content may continue to exist on the Service. Additional details with respect to the removal and storage of User Content are set forth in Section 15 (Termination) below.
7. Rights in Content Granted by LettsCore™: Subject to your compliance with these Terms, LettsCore™ grants to you a limited, non-exclusive, non-transferable license, with no right to sublicense, to download, view, copy, display and print the LettsCore™ Content solely in connection with your permitted use of the Services and solely for your personal and non-commercial purposes.
8. LettsCore™ Content & Use Policy and Monitoring Content: You agree that your use of the Service and all User Content will comply with LettsCore™ 's Content & Use Policy. Although we're not obligated to monitor access to or use of the Service or Content or to review or edit any Content, we have the right to do so for the purpose of operating the Service, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any Content, including User Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any Content to be objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

2. Restrictions on Your Use of the Service 

a.You may not do any of the following, unless applicable laws or regulations prohibit these restrictions, or you have our express written permission to do so:

• post, upload, publish, submit or transmit any User Content that: (i) infringes, misappropriates or violates a third party's patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances;
• duplicate, decompile, reverse engineer, disassemble or decode the Service (including any underlying idea or algorithm), or attempt to do any of the same;
• access or use the Service in any manner that could disable, overburden, damage, disrupt or impair the Service or interfere with any other party's access to or use of the Service or use any device, software or routine that causes the same;
• access or use the Services in any manner, including in regards to data storage, in excess of any fair usage limits as determined by LettsCore™ in its sole discretion;
• attempt to gain unauthorized access to, interfere with, damage or disrupt the Service, accounts registered to other users, or the computer systems or networks connected to the Service;
• circumvent, remove, alter, deactivate, degrade or thwart any technological measure or content protections of the Service;
• use any robot, spider, crawlers or other automatic device, process, software or queries that intercepts, "mines," scrapes or otherwise accesses the Service to monitor, extract, copy or collect information or data from or through the Service, or engage in any manual process to do the same;
• introduce any viruses, trojan horses, worms, logic bombs or other materials that are malicious or technologically harmful;
• use the Service for illegal, harassing, unethical, or disruptive purposes;
• violate any applicable law or regulation in connection with your access to or use of the Service;
• access or use the Service from any country or region subject to a comprehensive U.S. embargo; or
• access or use the Service in any way not expressly permitted by these Terms or to access or use the Service in violation of our Content & Use Policy

3. Accounts

1. You are responsible for maintaining the confidentiality of your account and password, including but not limited to the restriction of access to your computer and/or account. Sharing of your User login or password is prohibited. You accept responsibility for any and all activities or actions that occur under your account. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.
2. You may not use as a username the name of another person or entity that is not lawfully available for use, or a name or trademark that is subject to any rights of another person or entity other than you, without appropriate authorization. You may not use as a username any name that is offensive, vulgar or obscene.
3. You may not use the Service if you are 13 years of age or younger. By using the Service, you represent and warrant that you are over the age of 13.

4. Workspaces 
5. User Content submitted, posted or modified by users in the Service is organized into separated sections we refer to as "Workspaces."

There are two general types of Workspaces on the Service:

"Personal Workspaces" that can only be administered by the user that created the Workspace and can only be accessed by such user and any permitted guest users, subject to below regarding Personal Workspaces created using an organisation Email.

"Organisational Workspaces" that require an eligible Subscription and that can be accessed by multiple users. Further details on organisational Workspaces are outlined below.

2. In the Service, you can work across multiple Workspaces at once, meaning your single account can access your own Personal Workspace(s) and your employer's Organisational Workspace. Workspaces are completely separate, and you won't be able to link any Content between them (although you can transfer Content from one Workspace to another). You can also export your User Content from your Workspaces for use outside of the Service using our export tool available in our online account management page.
3. Users that join an organisational Workspace agree that their LettsCore™ account data and User Content created in that Workspace may be shared with that organisation and may be accessed, modified, or deleted by the Workspace owner or administrator. Further, you acknowledge and agree that if you register for LettsCore™ with an email address provisioned by an organisation ("organisation Email"), you agree that such organisation may be able to view information about any Workspace you create or for which you are an administrator, member, or guest, including a list of Workspace members, and guests and Content. Such organisations may have the ability to manage your Workspace, including to claim control and ownership of any Workspace you create or for which you are an administrator or remove you from any Workspace for which you are a member, including any Content within such Workspaces.
4. If you join an organisational Workspace, your use must comply with that organisation's policies and any agreement that you may have with that organisation. Organisational Workspaces are subject to such organisation's control. Organisation administrators may be able to access, disclose, restrict, or remove Content in or from the organisational Workspace. They may also be able to restrict or terminate your access to the organisational Workspace. If you convert an existing Personal Workspace into an organisational Workspace or transfer or share content with an organisational Workspace, your administrator(s) may prevent you from later disassociating Content from the organisational Workspace.

5. Interacting with organisational Workspaces

An organisation may (i) invite you to use or permit you to use their organisational Workspace; and/or (ii) invite you to join the Service as their organisation User.

1. As stated in the "Content" section of these Terms, if you submit or post Content to an organisational Workspace (such Content, the "organisation Content"), then as between you, LettsCore™, and such organisation, the organisation will own all rights to such organisation Content. For the avoidance of doubt, the foregoing does not prevent you from entering into a separate agreement between you and the organisation that addresses ownership of Content as between you and such organisation.
2. Organisations are authorized to add and remove users from their organisational Workspaces. Users that have been authorized to use an organisational Workspace of the Service by an organisation are referred to as an "organisation User" while they are using such organisation Workspace. If you purchased an organisation Subscription on behalf of your organisation or employer, your organisation or employer is the organisation, and not you. The organisation can modify and re-assign roles on the organisational Workspace (including your role). If the organisation elects to replace you as the representative with ultimate authority for the organisational Workspace, you agree to take any actions reasonably requested by us or the organisation to facilitate the transfer of authority to a new representative of the organisation.
3. If you are using an organisational Workspace as an organisation User, you acknowledge that the Service as used by you under such circumstances is a workplace tool intended for use by businesses and organisations and not for consumer purposes. To the maximum extent permitted by law, you hereby acknowledge and agree that consumer laws do not apply in connection with such use of an organisational Workspace as an organisation User.

6. Subscriptions 

Some parts of the Service, including Add-ons, are made available on a paid subscription basis ("Subscription(s)"). Pricing and included features for the Subscriptions ("Subscription Plan(s)") are set forth here: https://www.lettsnews.com/pricing. "Subscription Fees" means all fees associated with your Subscription. Additional terms ("Supplementary Terms") may apply to the Subscription you purchase. A list of Supplementary Terms can be found here.

1. You will be billed in advance on a recurring and periodic basis ("Billing Cycle"). Billing Cycles are set on a monthly or yearly basis. Whether you are using monthly or yearly billing, your account may be charged on a monthly basis. See the Billing FAQ for more details.
2. Auto-Renewal: You agree that at the end of each Billing Cycle, your Subscription will automatically renew and your payment method for such Subscription will automatically be charged at the start of each new Subscription period for the fees and taxes applicable to that Billing Cycle, under the same conditions as the prior Billing Cycle unless you cancel your Subscription prior to your renewal date.
3. A valid payment method, including credit card, is required to process the payment for your Subscription. You must provide LettsCore™ with accurate and complete billing information including full name, address, state, zip code, and valid payment method information. By submitting such payment information, you automatically authorize LettsCore™ to charge all Subscription Fees incurred through your account to any such payment instruments.Should automatic billing fail to occur for any reason, LettsCore™ may attempt to charge the credit card on file one or more times. Should payment continue to fail, the Subscription will be, at LettsCore™ 's sole discretion, canceled or downgraded and you may lose access to certain paid features and/or your Workspace and LettsCore™ account.
4. You may cancel your Subscription either through your online account management page or by contacting LettsCore™ customer support team at [email protected] and indicating your intention to cancel your Subscription.

7. Fees and Fee Changes LettsCore™, 

In its sole discretion and at any time, may modify the Subscription Fees for the Subscriptions, including Add-Ons. Any Subscription Fee change will become effective at the end of the then-current Billing Cycle.

1. LettsCore™ will provide you with reasonable prior notice of any change in Subscription Fees.Your continued use of the Service constitutes your agreement to pay the modified Subscription Fees.
2. Subscription Fees are stated exclusive of any taxes or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, "Taxes"). You will be responsible for paying all Taxes associated with your Subscription, except for those taxes based on our net income. Should any payment for the Service be subject to withholding tax by any government, you will reimburse us for such withholding tax.

8. Free Trials and Beta Services Free Trials

 LettsCore™ may, at its sole discretion, offer a Subscription with a free trial for a limited period of time ("Free Trial"). If you are on a Free Trial, you may cancel at any time until the last day of your Free Trial by following the cancellation procedures outlined in the Subscription section of these Terms. 

1. If you or LettsCore™ cancel your Free Trial, you acknowledge and agree that we may delete all of your User Content or data associated with the Workspace that was assigned to your Free Trial. If you do not cancel your Free Trial, then your Free Trial will be converted to a paid Subscription at the end of the trial period, and you hereby authorize us to charge your credit card or other payment method for continued use of the paid Service under such Subscription. Thereafter your Subscription may be canceled in accordance with the Section 6 (Subscription) of these Terms.
2. At any time and without notice, LettsCore™ reserves the right to (a) modify the terms and conditions of any Free Trial offer; (b) cancel any Free Trial offer; or (c) cancel any Free Trial Subscription at any time.

      9. Beta Services. 

This Section describes the additional terms and conditions under which you may access and use certain features, technologies, and services made available to you by LettsCore™ that are not yet generally available, including, but not limited to, any products, services, or features designated or labeled as "alpha," "beta," "early access," "preview," "pilot," or similar designation (each, a "Beta Service").

1. You must comply with all terms related to any Beta Service that LettsCore™ posts on its website or provides to you. LettsCore™ may add or modify terms, including lowering or raising any usage limits, related to access to or use of any Beta Service at any time. Service Level Agreements do not apply to Beta Services.
2. You may provide LettsCore™ with feedback relating to the Beta Services. LettsCore™ will own and may use and evaluate all feedback for its own purposes.
3. LettsCore™ may suspend or terminate your access to or use of any Beta Service at any time. Your access to and use of each Beta Service will automatically terminate upon the release of a generally available version of the applicable Beta Service or upon notice of termination by LettsCore™.

Disclaimer. WITHOUT LIMITING ANY DISCLAIMERS IN THE AGREEMENT, BETA SERVICES ARE NOT READY FOR GENERAL COMMERCIAL RELEASE, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT, LettsCore™ PROVIDES BETA SERVICES "AS IS." LettsCore™ MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE REGARDING BETA SERVICES, INCLUDING ANY WARRANTY THAT THE BETA SERVICES WILL BECOME GENERALLY AVAILABLE. EXCEPT TO THE EXTENT PROHIBITED BY LAW, LettsCore™ DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

10. Refunds.

 Payment obligations are non-cancelable, and fees paid are non-refundable and there are no credits for partially used Subscription periods.

11.Communications from LettsCore™

 By creating an account on our Service, you agree to subscribe to newsletters or marketing materials and other promotional information we may send. However, you may opt out of receiving any, or all, of these marketing communications from us by following the unsubscribe link or instructions provided in any email we send. Please note that we may still send you transactional or administrative messages related to the Service even after you have opted out of receiving marketing communications.

12. Copyright Policy 

We respect the intellectual property rights of others. It is our policy to respond to claims that materials posted in the Service infringe on the copyright of any person or entity in accordance with our DMCA Policy.

13. Intellectual Property 

The Service and its Content (excluding User Content and organisation Content), features and functionality are and will remain the exclusive property of LettsCore™ and its licensors. The Service is protected by copyright, trademark, and other laws of the United Kingdom, the United States and foreign countries. Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of LettsCore™.

14. Feedback 

We welcome feedback, comments and suggestions for improvements to the Service ("Feedback"). You acknowledge and expressly agree that any contribution of Feedback does not and will not give or grant you any right, title or interest in the Service or in any such Feedback. All Feedback becomes the sole and exclusive property of LettsCore™, and LettsCore™ may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to LettsCore™ any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that you may have in and to any and all Feedback.

15. LettsCore™ Content Marketplace and Non-LettsCore™ Services; Templates; LettsCore™ API 

We may make Non-LettsCore™ Services and Templates available to you through the Marketplace.

1. "Content Marketplace" means any LettsCore™ managed online directory where Templates, applications, or integrations that interoperate with the Services are made available to users, including any collection of Templates whether user generated or LettsCore™ created, that are made available through a communal interface within the Service. Content Marketplace excludes any third party platform where Templates, applications, or integrations for use in the Services are made available.
2. "Non-LettsCore™ Service" means any third party service, connection, Template, software, application, ai services or integration that interoperates with the Service that is provided or made available by Customer or a third party, including those provided through the Content Marketplace or a third party.
3. "Template" means any pre-configured version of the Service that is made available for download, purchase, or use. Templates may be made available through the Content Marketplace by LettsCore™ or may be made available by third parties through the Content Marketplace or third party websites. If a Template is created and maintained by LettsCore™, it is a LettsCore™ Template. If a Template is provided by a third party, such Template is a Non-LettsCore™ Service.
4. Your use of the LettsCore™ Integration Content Marketplace is subject to LettsCore™ 's then-current Integration Content Marketplace Terms, as may be updated by LettsCore™ in its sole discretion from time to time. If you decide to enable, access or use Non-LettsCore™ Services, your access and use of such Non-LettsCore™ Services shall be exclusively governed by your agreement with the provider of the Non-LettsCore™ Services. Further, by enabling such Non-LettsCore™ Services, you authorize LettsCore™ to transfer your User Content and your account information in accordance with the functionality of such Non-LettsCore™ Services. Some Non-LettsCore™ Services will be available via the Content Marketplace at no charge and others for a cost.
5. LettsCore™ does not warrant or support Non-LettsCore™ Services. The Services may contain features designed to interoperate with Non-LettsCore™ Services, including through the Content Marketplace. LettsCore™ cannot guarantee the continued availability of such features or any Non-LettsCore™ Services, and LettsCore™ may stop providing Non-LettsCore™ Services or the Content Marketplace (or any features of or listings within the Content Marketplace), without prior notice to you, if for example and without limitation, the provider of a Non-LettsCore™ Service ceases to make the Non-LettsCore™ Service available for interoperation with the corresponding Service features in a manner acceptable to LettsCore™. You acknowledge and agree that LettsCore™ has no control over, and assumes no responsibility for the content, privacy policies, or practices of any third-party web sites or Non-LettsCore™ Services. We do not warrant the offerings of any of these entities or individuals or their websites.
6. You acknowledge and agree that LettsCore™ shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such third party web sites or Non-LettsCore™ Service(s). You agree and acknowledge that LettsCore™ has no responsibility to provide support or maintenance of Non-LettsCore™ Services and failure of the Non-LettsCore™ Service provider to support or maintain the Non-LettsCore™ Service will not entitle you to any refund of fees paid from LettsCore™, if any, for the Service or a Non-LettsCore™ Service.
7. We strongly advise you to read the terms and conditions and privacy policies of any third-party web sites or Non-LettsCore™ Services that you visit or interact with.
8. LettsCore™ may offer an application programming interface that provides additional ways to access and use the Service ("API"). Such API is considered a part of the Service, and your use of the API is subject to these Terms. Further, your use of the API is subject to LettsCore™ 's then-current Developer Terms, as may be updated by LettsCore™ in its sole discretion from time to time. We reserve the right at any time to modify or discontinue your access to the API (or any part of it) with or without notice. The API is subject to changes and modifications, and you are solely responsible to ensure that your use of the API is compatible with the current version.

15. Termination 

We may terminate or suspend your account and bar access to the Service immediately, without prior notice or liability, under our sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of the Terms.

1. You may request to delete your own Personal Workspace(s) at any time from within our account management page. Upon your request to delete a Personal Workspace, all Content from such Personal Workspace will immediately become inaccessible. After 30 days, User Content will be deleted from our servers and can no longer be recovered. Similarly, if you delete some (but not all) of the User Content designated as private on your Personal Workspace, after 30 days, such User Content will be deleted from our servers and can no longer be recovered. You acknowledge and agree that any User Content that has been transferred to an organisational Workspace shall be retained in such organisational Workspace following termination of your Personal Workspace.

16. Indemnification 

You agree to defend, indemnify and hold harmless LettsCore™ and its licensee and licensors, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees), resulting from or arising out of (a) your use and access of the Service, by you or any person using your account and password; (b) a breach of these Terms; or (c) your User Content provided to the Service.

17. Limitations of Liability

 IN NO EVENT SHALL LettsCore™, NOR ITS DIRECTORS, EMPLOYEES, PARTNERS, AGENTS, SUPPLIERS, OR AFFILIATES, BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. LettsCore™ 's TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO YOUR USE OF THE SERVICE AND THESE TERMS IS LIMITED TO THE GREATER OF (i) $20 USD; OR (ii) ONE HUNDRED PERCENT (100%) OF ANY AMOUNT YOU'VE PAID FOR YOUR SUBSCRIPTION IN THE PRECEDING TWELVE (12) MONTH PERIOD.

18. Disclaimer 

YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR COURSE OF PERFORMANCE.

LettsCore™, ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT (A) THE SERVICE WILL FUNCTION UNINTERRUPTED, SECURE OR WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY ERRORS OR DEFECTS WILL BE CORRECTED; (C) THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SERVICE WILL MEET YOUR REQUIREMENTS.

19. Exclusions 

Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages set forth in the "LIMITATION OF LIABILITY" and "DISCLAIMER" sections above, so the limitations above may not apply to you.

20. Confidential Information

 "Confidential Information" means information that either party ("Discloser") discloses to the other party ("Recipient") under this Agreement, and that is conspicuously marked, or orally, and if applicable, visually stated as confidential or would normally be considered confidential information by a reasonable party under the circumstances. 

1. "Confidential Information" does not include information that Recipient can document: (1) is independently developed by Recipient; (2) is rightfully given to Recipient by a third party without confidentiality obligations; or (3) becomes public through no fault of Recipient. LettsCore™ 's Confidential Information includes non-public information regarding features, functionality, performance, and pricing of the Services, the Documentation, API(s), and other LettsCore™ products or services.
2. Each party as Recipient will take reasonable precautions to protect Discloser's Confidential Information, and will not use (except as expressly permitted in this Agreement) or divulge to any third party any Confidential Information. Notwithstanding any provision of this Agreement, Recipient may disclose Discloser's Confidential Information, in whole or in part (i) to its employees, officers, directors, consultants and professional advisers (e.g., attorneys, auditors, financial advisors, accountants and other professional representatives) who have a need to know and are legally bound to keep such Confidential Information confidential by confidentiality obligations, or, in the case of professional advisors, are bound by ethical duties, to keep such Confidential Information confidential consistent with the terms of this Agreement; and (ii) as required by law, in which case, to the extent permitted by applicable law, Recipient will (A) provide Discloser with prior written notification thereof, (B) provide Discloser with the opportunity to contest such disclosure, and (C) use its reasonable efforts to minimize such disclosure. Recipient is responsible and liable for its employees' and representatives' compliance with this Section 6, as if their actions or inactions were an action or inaction of Recipient. The foregoing will not apply with respect to any Confidential Information seven years after the disclosure thereof (or, with respect to trade secrets, once such Confidential Information no longer constitutes a trade secret under applicable law).

21. Mobile App Terms 

You are responsible for providing the mobile device, wireless service plan, software, Internet connections and/or other equipment or services that you need to download, install and use any mobile application versions of the Service (the "App"). 

1. We do not guarantee that the App can be accessed and used on any particular device or with any particular service plan. We do not guarantee that the App will be available in any particular geographic location. As part of the Service and to update you regarding the status of deliveries, you may receive push notifications, local client notifications, text messages, picture messages, alerts, emails or other types of messages directly sent to you in connection with the App ("Push Messages"). You acknowledge that, when you use the App, your wireless service provider may charge you fees for data, text messaging and/or other wireless access, including in connection with Push Messages. You have control over the Push Messages settings and can opt in or out of these Push Messages through the Service or through your mobile device's operating system (with the possible exception of infrequent, important service announcements and administrative messages). Please check with your wireless service provider to determine what fees apply to your access to and use of the App, including your receipt of Push Messages from LettsCore™. You are solely responsible for any fee, cost or expense that you incur to download, install and/or use the App on your mobile device, including for your receipt of push messages from LettsCore™.

        22. Mobile Software from the Apple App Store. 

The following terms and conditions apply to you only if you are using the App from the Apple App Store. To the extent the other terms and conditions of these Terms are less restrictive than, or otherwise conflict with, the terms and conditions of this paragraph, the more restrictive or conflicting terms and conditions in this paragraph apply, but solely with respect to the App from the Apple App Store.

1.  You acknowledge and agree that these Terms are solely between you and LettsCore™, not Apple, and that Apple has no responsibility for the App or content thereof. Your use of the App must comply with the App Store's applicable terms of use. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, if any, for the App to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by these Terms. You and LettsCore™ acknowledge that Apple is not responsible for addressing any claims of yours or any third party relating to the App or your possession and/or use of the App, including, but not limited to: (a) product liability claims, (b) any claim that the App fails to conform to any applicable legal or regulatory requirement, and (c) claims arising under consumer protection or similar legislation. You and LettsCore™ acknowledge that, in the event of any third party claim that the App or your possession and use of the App infringes that third party's intellectual property rights, LettsCore™, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms. You must comply with applicable third-party terms of agreement when using the App. You and LettsCore™ acknowledge and agree that Apple, and Apple's subsidiaries, are third party beneficiaries of these Terms as they relate to your use of the App, and that, upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third party beneficiary thereof.

              23. Governing Law 

These Terms shall be governed and construed in accordance with the laws of California, United States, without regard to its conflict of law provisions or by the JAMS Rules in the case or arbitrations as outlined below.

24. Compliance with Trade Controls

Your use of the Service is subject to export controls and sanctions laws and regulations (including those of the U.S.). You are not permitted to use the Services if you are: (1) subject to the restriction of a sanctions or export denial list, including, but not limited to, the U.S. Specially Designated Nationals and Blocked Persons ("SDN") List and the U.S. Entity List, Unverified List and Denied Persons List; (2) any individual or entity ordinarily resident in or organized under the laws of a region subject to a comprehensive U.S. embargo (presently including Cuba, Iran, Russia, Syria, North Korea and the Crimea, Donetsk People's Republic, and Luhansk People's Republic regions of Ukraine); (3) using the LettsCore™ 's Service for any purpose prohibited by applicable export control and sanctions laws and regulations, including, but not limited to, nuclear, chemical, or biological weapons proliferation, rocket, missile or unnamed aerial vehicle systems for use in delivering weapons, use in nuclear facilities not subject to IAEA safeguards, other restricted nuclear activities, military-intelligence, unauthorized surveillance activities or human rights abuses, or for a military end user or end use in a country subject to an arms embargo; or (4) a party requiring LettsCore™ to obtain a government license or authorization under the applicable export control and sanctions laws in order to provide, export, re-export, or transfer its products and services.not limited to, nuclear, chemical, or biological weapons proliferation, rocket, missile or unnamed aerial vehicle systems for use in delivering weapons, use in nuclear facilities not subject to IAEA safeguards, other restricted nuclear activities, military-intelligence, unauthorized surveillance activities or human rights abuses, or for a military end user or end use in a country subject to an arms embargo; or (4) a party requiring LettsCore™ to obtain a government license or authorization under the applicable export control and sanctions laws in order to provide, export, re-export, or transfer its products and services.

25. Arbitration and Class Action Waiver 

Any dispute, controversy, or claim (collectively, "Claim") relating in any way to your use of LettsCore™ 's services and/or products, including the Service, will be resolved by arbitration. You and LettsCore™ agree that any Claim will be settled by final and binding arbitration, using the English language, administered by JAMS under its Comprehensive Arbitration Rules and Procedures (the "JAMS Rules") then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of these Terms). Arbitration will be handled by a sole arbitrator in accordance with the JAMS Rules. Judgment on the arbitration award may be entered in any court that has jurisdiction.

1. Any arbitration under these Terms will take place on an individual basis – class arbitrations and class actions are not permitted. You understand that by agreeing to these Terms, you and LettsCore™ are each waiving the right to trial by jury or to participate in a class action or class arbitration. Notwithstanding the foregoing, you and LettsCore™ will have the right to bring an action in a court of proper jurisdiction for injunctive or other equitable or conservatory relief, pending a final decision by the arbitrator. You may instead assert your claim in "small claims" court, but only if your claim qualifies, your claim remains in such court and your claim remains on an individual, non-representative and non-class basis.
2. Payment for any and all reasonable JAMS filing, administrative and arbitrator fees will be in accordance with the JAMS Rules.
3. You have the right to opt-out and not be bound by the arbitration provisions set forth in these Terms by sending written notice of your decision to opt-out to [email protected] or to the U.S. mailing address listed at in the Contact Us section of these Terms. The notice must be sent to LettsCore™ within thirty (30) days of your registering to use the Service or agreeing to these Terms, otherwise you shall be bound to arbitrate disputes in accordance with these Terms. If you opt-out of these arbitration provisions, LettsCore™ also will not be bound by them.

26. Changes 

We reserve the right, at our sole discretion, to modify or replace these Terms, including any Supplementary Terms, at any time. By continuing to access or use our Service after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Service.

27. Waiver 

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect.

28. Entire Agreement

 These Terms constitute the entire agreement between you and LettsCore™ regarding our Service and supersede and replace any prior agreements we might have had between us regarding the Service.

29. Survival 

All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

30. Contact Us

 If you have any questions about our privacy practices or these Terms, please contact us at:[email protected]

This Agreement sets forth the terms and conditions between Customer (as defined in the paragraph below) and LettsGroup’s LettsCore™. ("LettsCore™," "we," "our," or "us") which govern Customer's and its Affiliates' access and use of LettsCore™ 's Services. LettsCore™ and Customer may individually be referred to as a "party" and collectively "the parties." The Agreement is effective as of the date that you sign up for any Service online or submit an Order Form that references this Agreement (the "Effective Date").

By accepting this Master Services Agreement ("Agreement"), either by clicking a box indicating your acceptance, executing an Order Form or other document that references this Agreement, by using (or making any payment for) the Services, or by otherwise indicating your acceptance of this Agreement, you: (1) agree to this Agreement on behalf of the customer indicated on the Order Form (if applicable) or the organisation, business, or other legal entity for which you act ("Customer," "you," or "your"); and (2) represent and warrant that you have the authority to bind Customer to this Agreement. If you do not have such authority, or if you do not agree with this Agreement, you must not accept this Agreement and may not use the Services.

Many organisations, such as businesses, use LettsGroup’s LettsCore™ 's Services. If you are accessing or using the Service on behalf of an organisation, then your organisation is legally and financially responsible for your access to and use of the Service as well as for the use of your LettsCore™ account by others affiliated with the organisation, including any employees, agents or contractors. For the avoidance of doubt, the organisation, company, or other legal entity for which you act will be considered the "Customer" under this Agreement. Further, if a Workspace is created by an administrative User that uses an organisation Email and such Workspace maintains an administrative User whose account uses an organisation Email, that organisation may gain access to Account Information associated with such Workspace or may claim control and ownership of such Workspace. If you are accessing the Services for personal use only (i.e. not in connection with an organisation, business, or other legal entity), your use of the Services is governed by the Personal Use Terms of Service.

TABLE OF CONTENTS

Definitions

"Account Information" means information about your LettsCore™ account, including information that you and your users provide to LettsCore™ in connection with (1) the creation or administration of your LettsCore™ account; or (2) LettsCore™ 's maintenance of your account or the Services. For example, Account Information includes names, usernames, passwords, phone numbers, email addresses, Workspace metadata, support communications, billing information, and usage information associated with your Users and LettsCore™ account.

"Add-on" means enhanced features or services that are purchased separately and provide extra functionality or usage rights. Add-ons are Subscription-based and when purchased attach to the corresponding Subscription and Subscription Term.

"Affiliate" means, with respect to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with such party, whereby "control" (including, with correlative meaning, the terms "controlled by" and "under common control") means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such entity, whether through the ownership of voting securities, by contract, or otherwise.

"Confidential Information" means information that either party ("Discloser") discloses to the other party ("Recipient") under this Agreement, and that is conspicuously marked, or orally, and if applicable, visually stated as confidential or would normally be considered confidential information by a reasonable party under the circumstances. "Confidential Information" does not include information that Recipient can document: (1) is independently developed by Recipient; (2) is rightfully given to Recipient by a third party without confidentiality obligations; or (3) becomes public through no fault of Recipient. LettsCore™'s Confidential Information includes non-public information regarding features, functionality, performance, and pricing of the Services, the Documentation, API(s), and other LettsCore™ products or services.

"Customer Data" means all data stored by or on behalf of Customer or at Customer's direction in the Services. Customer Data does not include Account Information. LettsCore™ sometimes refers to "User Content" in its policies and Documentation. To the extent User Content is stored in or transferred into a Customer Workspace, such User Content shall be considered Customer Data.

"Documentation" means LettsCore™-provided user documentation relating to the Services (e.g. user guides) found here, as may be updated by LettsCore™ from time to time. Documentation does not include content published in user or community forums.

"Force Majeure Event" means any circumstances beyond LettsCore™'s reasonable control, including, but not limited to, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving LettsCore™'s employees), Internet service provider failure or delay, Non-LettsCore™ Application failure, or acts undertaken by third parties, including without limitation, any denial of service attack or third party domain name system event.

"Content Marketplace" means any LettsCore™ managed online directory where Templates, applications, or integrations that interoperate with the Services are made available to Users, including any collection of Templates or integrations whether User generated or LettsCore™ created, that are made available through a communal interface within the Service. Gallery excludes any third party platform where Templates, applications, or integrations for use in the Services are made available.

"Intellectual Property Rights" means all patent rights (including utility models), copyrights, moral rights, trademark and service mark rights, trade secret rights, and any other similar proprietary or intellectual property rights (registered or unregistered) throughout the world, together with all applications for any of the foregoing.

"Non-LettsCore™ Service(s)" means any third-party service, connection, data, Template, software, application, or integration that interoperates with the Service that is provided or made available by Customer or a third party, including those provided through a third party. Non-LettsCore™ Services include embedded content where the Services may display a preview or link to the content, but does not store the content from the third party service.

"Organisation Email" means an email address provisioned by the Customer.

"Order Form" means any ordering documentation or online sign-up or subscription pages, regardless of form, agreed to between the parties which sets forth the Services accessed by the Customer and any relevant pricing. Multiple Order Forms may be entered into under this Agreement.

"Services" means LettsCore™'s online software-as-a-service platform and services governed by this Agreement including any related APIs provided by LettsCore™, together with all related mobile and desktop applications, and Add-ons to which you subscribe. "Services" exclude Non-LettsCore™ Services.

"Subscription Fees" means all fees associated with your Subscription.

"Subscription Plan" means the applicable subscription level of packaged functionality and services as detailed on LettsCore™ 's website and in the applicable Documentation.

"Subscription Term" means the period during which you have agreed to subscribe to a Service.

"Supplementary Terms" means additional terms and conditions that apply to your access and use of certain features or functionality when you purchase, use, or enable such features or functionality. For example, LettsCore™ may present you with Supplementary Terms if you purchase or enable an Add-on. A list of Supplementary Terms can be found here and are hereby incorporated into this Agreement.

"Usage Data" means information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including information concerning Customer's and Users' use of the various features and functionality of the Services and analytics and statistical data derived therefrom).

"User" means any individual who is authorized to access the Services by Customer. Each User must use a unique identity to access and use the Services, and may access the Services only to the extent accessed by Customer. LettsCore™ may provide different categories of Users, such as "Members" and "Guests," depending on the Subscription Plan to which you subscribe and the permissions you set.

"Workspace" means the separated sections of the Service where Users may submit, post or modify Customer Data. Workspaces have different tiers that have different features and functionality as specified in the Documentation.

General Terms and Conditions

1. Services.

1.1 Subscriptions and Subscription Terms. Customer and its Affiliates may subscribe to Services by executing an Order Form. Unless otherwise specified, all Order Forms shall be governed by this Agreement. In the event of a conflict between this Agreement and an Order Form, the Order Form shall control. LettsCore™ grants access to the Services pursuant to Subscriptions. Subscriptions will be for the Subscription Term agreed to in the applicable Order Form. Unless otherwise provided for in an Order Form, each Order Form shall automatically renew for a period equal in duration to the then expiring Subscription Term unless either Party notifies the other in writing of its intent not to renew the applicable Order Form at least thirty (30) days prior to the end of the then-current Subscription Term.

1.2 Subscription Plans; Add-ons. LettsCore™ will provide the Services to you according to the Subscription Plan to which you subscribe. Additional features and functionality may be made available in the form of Add-ons. If you subscribe to any Add-on, the Subscription Term for such Add-on shall be coterminous with your Subscription to the Service.

1.3 Provision of the Services. The method and means of providing the Services shall be under the exclusive control, management, and supervision of LettsCore™. LettsCore™ will comply with all laws applicable to LettsCore™'s role as a software-as-a-service provider. LettsCore™ will use commercially reasonable efforts to make the Services available in accordance with the Service Level Terms. LettsCore™ may modify or update the Services from time to time in its sole discretion.

1.4 Access to the Services. Subject to Customer's payment of all Subscription Fees and compliance with this Agreement, LettsCore™ grants to Customer a worldwide, non-exclusive, non-transferable, non-sublicensable right during the Subscription Term of the applicable Order Form to use the Services in accordance with the applicable Subscription Plan and Documentation, and solely in connection with Customer's internal business operations. Customer may allow its Users to use the Services for this purpose, and Customer is responsible for its Users compliance with this agreement.

1.5 Support. Subject to payment of all Subscription Fees and compliance with this Agreement, We will provide technical support to you via electronic mail 24 hours a day, 7 days a week. You may initiate a help desk ticket by messaging in app, or any time by emailing [email protected].

1.6 Subcontractors. We may use subcontractors or other third parties to perform our obligations and exercise our rights under this Agreement. We will remain responsible for all such subcontractors acts and omissions as if they were our own.

1.7 LettsCore™ API. We may offer an application programming interface that provides additional ways to access and use the Service ("API"). Such API is considered a part of the Service, and your use of the API is subject to the terms of this Agreement. Further, your use of the API would then be subject to LettsCore™ 's then-current Developer Terms, as may be updated by LettsCore™ in its sole discretion from time to time. In the event of a conflict between this Agreement and the Developer Terms, the Developer Terms shall control. We reserve the right at any time to modify or discontinue your access to the eventual API (or any part of it) with or without notice. The API is subject to changes and modifications, and you are solely responsible to ensure that your use of the API is compatible with the current version.

1.8 Responsibility for Systems. Each party shall retain sole responsibility for such party's information technology infrastructure, including computers, servers, software, databases, electronic systems (including database management systems) and networks, whether operated directly by such party or through the use of third-party services.

1.9 Account Information. We may collect Account Information about your use of the Services and about Users that Users (or Customer): (i) provide to LettsCore™ in connection with the creation or administration of their account; or (ii) generate in connection with their use of the Services. We will process Account Information that includes Personal Data in accordance with our Privacy Policy. Customer acknowledges and agrees that certain Subscription Plans may require monitoring of Account Information during the Subscription Term in order to reconcile the number of Users and/or usage of the Services with Customer's then-current Subscription and Subscription Plan.

2. Use of the Services.

2.1 Use Restrictions. Except as expressly permitted in this Agreement, Customer will not, and will not permit or authorize third parties to: (1) license, sub-license, sell, transfer, distribute, share, rent, lease, or otherwise permit third parties to use the Services or Documentation; (2) use the Services or Documentation to provide business process outsourcing services to third parties (e.g. as a service bureau); (3) use the Services or API in order to circumvent Subscription Fees or in a way that would violate the applicable Subscription Plan, Documentation, or this Agreement; (4) circumvent or disable any security or other technological features of the Services; (5) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms related to the Services (except to the extent this restriction is prohibited by applicable law); (6) modify, translate, or create derivative works based on the Services or Documentation; (7) remove any proprietary notices or labels from the Services; (8) use the Services in a manner that violates or attempts to circumvent applicable law; (9) access the Services for the purpose of building a competitive product or service or copying its features or user interface; (10) use the Services for evaluation, benchmarking, or other comparative analysis intended for publication without LettsCore™'s prior written consent; (11) use the Service to store or transmit personal health information (as defined under the Health Insurance Portability and Accountability Act of 1996) unless agreed upon in writing by LettsCore™; (12) use the Service to store or transmit cardholder data (as defined under the Payment Card Industry's Data Security Standards); (13) access or use the Services in any manner designed to circumvent the unique identity requirement for Users; (14) access or use the Services in any manner that temporarily and superficially reduces the number of Users in order to circumvent Subscription or Subscription Plan limitations; (15) access or use the Service from any country or region subject to a comprehensive U.S. embargo (currently, Cuba, Iran, North Korea, Syria, and the Crimea, so-called Donetsk People's Republic, and so-called Luhansk People's Republic regions of Ukraine); or (16) use the Services, including to store or transmit Customer Data, in a manner that violates LettsCore™'s Use & Content Policy. When you use the Service's domain management functionality, you agree that you are responsible for ensuring that your use complies with all applicable laws and any policies you maintain, including those involving employee privacy. If we reasonably suspect that you or your Customer Data are in violation of the foregoing, we may investigate that violation and suspend or terminate your access to the Services.

2.2 Authorized Users; Accounts; Customer Responsibilities. Customer is responsible for all actions and inactions by its Users or by any Affiliate or third party that Customer or a User permits to access or use the Services, as if such action or inaction were an action or inaction of Customer. Customers are responsible for providing true and accurate information when registering a LettsCore™ account and keeping such information, including billing information, up to date. Customer is responsible for maintaining control over Customer's account, including the confidentiality of any login credentials, and is responsible for all activities that occur on or through Customer's account and its Users' accounts. Customer will not, and will not permit Users to, share User account credentials, or use them in multiple locations at the same time. Customer acknowledges that it is solely responsible for maintaining its configurations of the Services, including its sharing and permission settings. Each User must use a unique identity to access and use the Services, and may access the Services only to the extent purchased by Customer and in accordance with the applicable Subscription Plan.

2.3 Usage in excess of Subscription Plan limits. If your use of the Services exceeds the limitations applicable to your Subscription Plan, LettsCore™ will use commercially reasonable efforts to notify you of such excess usage. If your excess usage persists following notification from LettsCore™, LettsCore™ may take actions to bring your use of the Service into compliance with your Subscription Plan, including (i) suspending or terminating Users access to the Services; or (ii) requiring that you execute an Order Form or otherwise purchase additional usage to update your Subscription to account for such excess usage.

3. Ownership of Intellectual Property; License Grant.

3.1 Customer Data. Customer and its licensors own the Customer Data, including all Intellectual Property Rights therein. Customer hereby grants LettsCore™ a worldwide, non-exclusive, irrevocable, royalty-free, fully-paid, sublicensable (to LettsCore™'s third-party service providers) license to host, transfer, use, display, reproduce, and create derivative works of, Customer Data solely in order to provide the Services to Customer, ensure proper operation of the Services, and to fulfill LettsCore™'s obligations in the Agreement. At any time during the Subscription Term, Customer may export Customer Data from the Services using LettsCore™'s self-service export functionality in an industry-standard format then-supported by the Services and as specified in the applicable Documentation. 

3.2 Ownership by LettsCore™. LettsCore™ and its licensors retain all right, title, interest and ownership of the Services, Documentation, API, Usage Data, LettsCore™'s websites, and all deliverables created by LettsCore™ and delivered to Customer, including all Intellectual Property Rights therein (the "LettsCore™ IP"). No ownership rights in the LettsCore™ IP are transferred to Customer by this Agreement. Customer does not have any rights in or to the LettsCore™ IP except for the limited express rights granted in this Agreement.

A. Feedback. If Customer provides LettsCore™ feedback, comments, or suggestions concerning the Services (collectively, "Feedback"), Customer hereby assigns to LettsCore™ all right, title, and interest in and to the Feedback, and LettsCore™ is free to use the Feedback without payment, attribution, or restriction.

B. Usage Data. LettsCore™ may (i) collect, analyze and otherwise process Usage Data internally for its business purposes, including for the purposes of security and analytics, to improve and enhance the Services, to measure product usage, and for other development, diagnostic and corrective purposes in connection with the Services or other LettsCore™ products or services, and (ii) disclose Usage Data to third parties only in an aggregated and/or de-identified form and in a manner that does not identify Customer or any of its Users.

4. Subscription Fees; Taxes.

4.1 Subscription Fees. The applicable Subscription Fees to your Subscription shall be as specified in the Order Form. Unless otherwise specified in an Order Form, the Subscription Fees applicable to any renewal Subscription Term shall be LettsCore™'s standard Subscription Fees for the applicable Subscription Plan in effect at the time such subsequent Subscription Term commences. Subscription Fees are due and payable upon the commencement of the applicable Subscription Term. Except in the case of uncured material breach of this Agreement by LettsCore™, all Subscriptions are non-cancelable and Subscription Fees are nonrefundable. Customer's use of the Services are subject to the rights and limitations in the applicable Subscription Plan. Some features are provided pursuant to a usage based subscription model. You acknowledge and agree that if you exceed the usage permitted by your Subscription and Subscription Plan: (i) you may be required to upgrade your Subscription Plan or purchase additional usage to continue accessing and using such feature(s); and (ii) LettsCore™ may disable or degrade performance of such features.

4.2 Downgrades Prohibited. You may not downgrade your Subscription Plan or reduce the number of Users during any Subscription Term. If you desire to downgrade your Subscription Plan or reduce the number of Users under any Subscription Plan for a subsequent Subscription Term, you must provide LettsCore™ with sixty (60) days' written notice prior to the end of your then current Subscription Term. Downgrading your Subscription Plan may cause loss of content, features, or capacity of the Service and LettsCore™ is not responsible for such loss.

4.3 Invoicing and Payment. Unless specified otherwise in an Order Form, Subscription Fees shall be due and payable in full at the time of purchase. In the case of non-payment or delinquent payment of any Subscription Fees, LettsCore™ may, at its sole discretion: (i) suspend Customer access to the Services; (ii) terminate this Agreement or the applicable Order Form; or, (iii) continue to provide the Services, for a period solely determined by LettsCore™, in anticipation of full and prompt payment by Customer. Any amount which is unpaid when due shall be subject to interest equal to the lower of 1.5% per month or the highest applicable legal rate. LettsCore™ shall be entitled to reimbursement for any costs associated with the collection of any past-due balance.

4.4 Taxes. You are responsible for paying all other taxes assessed in connection with your Subscription. Unless otherwise stated with respect to terms and conditions for a specific Subscription, all stated prices are exclusive of any taxes, fees, and duties or other amounts, however designated, and including without limitation value added and withholding taxes that are levied or based upon such charges, or upon this Agreement. We will invoice you for such Taxes if we believe we have a legal obligation to do so unless you present an exemption certificate acceptable to the taxing authorities. You will not be liable for taxes imposed on LettsCore™ based on LettsCore™'s income.

4.5 Team Management. The Services include functionality whereby account administrators may manage Workspaces that are associated with email addresses provisioned by their organisation, including to claim control and ownership of Workspaces where the Workspace is both (i) created by a User that is registered for LettsCore™ with an email address provisioned by you; and (ii) where a User that is registered for LettsCore™ with an email address provisioned by you is listed as an administrator. When your Account administrators claim such Workspace, you acknowledge that you assume all rights and obligations associated with that Workspace, including the obligation to pay Subscription Fees for any additional Users resulting from such claimed Workspace. You acknowledge that this account administration functionality will allow you to view Workspaces your employees may have created or joined for their own purposes and to take action, such as removal, of Your Users from such Workspaces. You hereby agree that you are responsible for such actions.

5. Warranties.

5.1 Mutual Warranties. Each party represents and warrants to the other that: (1) this Agreement has been duly executed and delivered and constitutes a binding agreement enforceable against the executing party in accordance with its terms; (2) no authorization or approval from any third party is required in connection with the execution, delivery, or performance of this Agreement by the executing party; and (3) the execution, delivery, and performance of this Agreement by the executing party does not violate the terms of any other agreement to which it is a party or by which it is otherwise bound.

5.2 LettsCore™ Warranties. LettsCore™ warrants that during the applicable Subscription Term:

(a) the Services will function substantially in accordance with the Documentation; and

(b) this Agreement, the Order Forms and the Documentation will accurately describe the applicable administrative, physical, and technical safeguards for the protection of security, confidentiality and integrity of Customer Data in all material respects.

The warranties provided in this Section 5.2 will not apply if Customer fails to notify LettsCore™ in writing within thirty (30) days of discovery of any such breach. If LettsCore™ breaches the warranty in Section 5.2, as Customer's sole remedy and LettsCore™'s sole liability, LettsCore™ will, at its expense, either: (1) modify the Services to enable it to perform substantially in accordance with the Documentation; or (2) terminate this Agreement and refund to Customer any Subscription Fees paid for Services not provided.

5.3 Customer Warranties. Customer represents and warrants to LettsCore™ that: (1) Customer has the necessary and appropriate rights and consents to validly authorize and permit LettsCore™ to use and otherwise process the Customer Data in accordance with this Agreement, and such use by LettsCore™ of Customer Data does not and will not infringe or violate any third-party right, including any Intellectual Property Right or privacy right; and (2) Customer will use the Services in compliance with the Documentation and applicable law.

5.4 Disclaimer. Except for the limited warranties described in this Section 5 (Warranties), LettsCore™ makes no other express or implied warranties with respect to the Services or Documentation, or otherwise, and specifically disclaims all implied and statutory warranties, including the implied warranties of non-infringement of third-party rights, merchantability, satisfactory quality, accuracy, title, and fitness for a particular purpose, and any warranties arising from course of dealing, usage, or trade practice. Except for the limited warranties described in this Section 5, the Services and Documentation are provided "as is." LettsCore™ does not warrant that the Services or Documentation will satisfy Customer's requirements, are without defect or error, or that the operation of the Services will be uninterrupted or secure.

6. Confidentiality.

Each party as Recipient will take reasonable precautions to protect Discloser's Confidential Information, and will not use (except as expressly permitted in this Agreement) or divulge to any third party any Confidential Information. Notwithstanding any provision of this Agreement, Recipient may disclose Discloser's Confidential Information, in whole or in part (i) to its employees, officers, directors, consultants and professional advisers (e.g., attorneys, auditors, financial advisors, accountants and other professional representatives) who have a need to know and are legally bound to keep such Confidential Information confidential by confidentiality obligations, or, in the case of professional advisors, are bound by ethical duties, to keep such Confidential Information confidential consistent with the terms of this Agreement; and (ii) as required by law, in which case, to the extent permitted by applicable law, Recipient will (A) provide Discloser with prior written notification thereof, (B) provide Discloser with the opportunity to contest such disclosure, and (C) use its reasonable efforts to minimize such disclosure. Recipient is responsible and liable for its employees' and representatives' compliance with this Section 6, as if their actions or inactions were an action or inaction of Recipient.

7. Privacy and Security.

7.1 Security. LettsCore™ will maintain appropriate administrative, physical, and technical safeguards for protection, confidentiality and integrity of Customer Data in accordance with the LettsCore™ Security Standards.

7.2 Data Processing Agreement. This Agreement incorporates LettsCore™'s Data Processing Addendum ("DPA") when Data Protection Law applies to your use of the Services to process Customer Personal Data.

8. Indemnification.

8.1 Indemnification by LettsCore™. LettsCore™ shall (i) defend or (at its option) settle, any claim brought against Customer by a third party alleging that the Services as provided under this Agreement infringe any third party Intellectual Property Right (a "Claim") and (ii) indemnify Customer against damages and costs finally awarded against and payable by Customer in any such Claim. If the Services are held to infringe (or if LettsCore™ reasonably believes the Services will be held to infringe) any third-party Intellectual Property Rights, LettsCore™ may, at its option and expense: (1) contest the claim, (2) modify the Services to make it non-infringing; (3) obtain a license that permits Customer to continue using the Services; or (4) replace the Services with non-infringing substitutes provided that such substitutes do not entail a material reduction in the overall functionality of the Service. If none of the foregoing are commercially reasonable, in LettsCore™'s discretion, LettsCore™ may terminate this Agreement and issue to Customer a pro rata refund of Subscription Fees for Services not provided. This Section 8.1 states LettsCore™'s sole and exclusive liability, and Customer's sole and exclusive remedy, for the actual or alleged infringement of any third-party Intellectual Property Rights arising from Customer's use of the Services.

8.2 Exceptions. LettsCore™ will have no liability to Customer under Section 8.1 to the extent a Claim arises out of (1) any breach of Customer's obligations under this Agreement; (2) Customer's continued use of the allegedly infringing portion of the Services after: (a) being notified thereof; or (b) being provided, at no additional charge, modifications that would have avoided the alleged infringement without materially reducing the overall functionality of the Service; (3) Customer's use of the Services in combination with other products, services, data, or processes not provided by LettsCore™, where the alleged infringement would not have occurred in the absence of such use; (4) designs, requirements, or specifications required by or provided by Customer; (5) Customer's use of the Services in breach of this Agreement, in violation of applicable law, or (5) Customer's use of the Services in breach of this Agreement, in violation of applicable law, or outside the scope of Customer's Subscription Plan; (6) Customer's failure to use the Services in accordance with the Documentation; (7) any modification of the Services not made by LettsCore™, where the alleged infringement would not have occurred in the absence of such modification; or (8) Customer's use of the Services where there has been no charges or fees, including where Customer is using Beta Services.

8.3 Indemnification by Customer. Customer will defend and indemnify LettsCore™ from and against any losses, liabilities, damages, demands, suits, causes of action, judgments, costs or expenses (including court costs and reasonable attorneys' fees) arising out of or relating to (1) Customer's use of the Service in a manner that infringes the Intellectual Property Rights of any third party (excluding any claim for which LettsCore™ is responsible under Sections 8.1 and 8.2); (2) violation of law or privacy rights attributable to Customer Data; (3) LettsCore™'s processing of Customer Data, except to the extent LettsCore™'s processing is in breach of this Agreement; and (4) any other claim relating to any Customer Data.

8.4 Indemnification Procedure. Each party's obligations under Section 8 shall be valid only if the party requesting indemnification:

(a) gives notice to the indemnifying party of any claim promptly upon becoming aware of the same;

(b) gives the indemnifying Party the sole control of the defense and settlement of any claim and does not at any time admit liability or otherwise settle or compromise or attempt to settle or compromise the said claim or action except upon the express instructions of the indemnifying party; and

(c) provides to the indemnifying party such assistance as it shall reasonably require in respect of the conduct of the said defense.

8.5 Settlement. Neither party may settle a claim that results in liability or admission of liability by the indemnified party without the indemnified party's written consent.

Limitation of Liability.

9.1 Exclusion of Damages. NEITHER LettsCore™ NOR ITS SUPPLIERS, OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS, OR EMPLOYEES WILL BE LIABLE TO CUSTOMER FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING LOST PROFITS, LOSS OF BUSINESS, OR LOSS OF DATA, EVEN IF LettsCore™ IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING.

9.2 Damages Cap. LettsCore™'S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED THE SUBSCRIPTION FEES PAID BY CUSTOMER TO LettsCore™ DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE CLAIM. MULTIPLE CLAIMS WILL NOT ENLARGE THIS LIMIT.

9.3 Basis of the Bargain. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY LettsCore™ TO CUSTOMER AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. THE LIMITATIONS IN THIS SECTION 9 (LIMITATIONS OF LIABILITY) WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THIS AGREEMENT.

9.4 Applicability. Some jurisdictions do not allow the exclusion or limitation of damages. This Section 9 (Limitations of Liability) will apply to customers solely to the extent not prohibited by applicable law.

10. Term and Termination.

10.1 Term of Agreement. This Agreement shall begin on the Effective Date and shall continue for so long as Customer maintains an active Subscription to the Services or the Agreement is otherwise terminated in accordance with the terms herein.

10.2 Effect of Termination. Termination of this Agreement will automatically terminate all active Order Forms, but termination of a single Order Form will not result in termination of this Agreement or any other Order Forms. Upon the termination of this Agreement, or an Order Form, all rights and licenses granted by LettsCore™ to Customers under this Agreement or the applicable Order Form will terminate. Either party's termination of this Agreement is without prejudice to any other remedies it may have at law or in equity and does not relieve either party of liability for breaches occurring prior to the effective date of termination. Neither party will be liable to the other for damages arising solely as a result of terminating this Agreement in accordance with its terms.

10.3 Termination. This Agreement and any Order Form may be terminated by either party upon notice if the other party (i) breaches any material term of this Agreement and fails to remedy the breach within thirty (30) days after being given notice thereof, or (ii) ceases to function as a going concern or to conduct operations in the normal course of business, or (iii) has a petition filed by or against it under any bankruptcy or insolvency laws which petition has not been dismissed or set aside within sixty (60) days of filing.

11.Beta Services; Free Trials.

11.1 Access. This Section describes the additional terms and conditions under which you may access and use certain features, technologies, and services made available to you by LettsCore™ that are not yet generally available, including, but not limited to, any products, services, or features designated or labeled as "alpha," "beta," "early access," "preview," "pilot," or similar designation (each, a "Beta Service").

11.2 Beta Terms. You must comply with all terms related to any Beta Service that LettsCore™ posts on its website or provides to you. LettsCore™ may add or modify terms, including lowering or raising any usage limits, related to access to or use of any Beta Service at any time. Service Level Agreements do not apply to Beta Services.

11.3 Beta Feedback. You may provide LettsCore™ with feedback relating to the Beta Services. LettsCore™ will own and may use and evaluate all feedback for its own purposes.

11.4 Termination and Suspension of Beta. LettsCore™ may suspend or terminate your access to or use of any Beta Service at any time. Your access to and use of each Beta Service will automatically terminate upon the release of a generally available version of the applicable Beta Service or upon notice of termination by LettsCore™.

11.5 Disclaimer. WITHOUT LIMITING ANY DISCLAIMERS IN THE AGREEMENT, BETA SERVICES ARE NOT READY FOR GENERAL COMMERCIAL RELEASE, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT, LettsCore™ PROVIDES BETA SERVICES "AS IS." LettsCore™ MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE REGARDING BETA SERVICES, INCLUDING ANY WARRANTY THAT THE BETA SERVICES WILL BECOME GENERALLY AVAILABLE. EXCEPT TO THE EXTENT PROHIBITED BY LAW, LettsCore™ DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

11.6 Free Trials. If you register for a free trial, we will make the Services available to you on a trial basis free of charge until the earlier of (a) the end of the free trial period; (b) the start date of any Subscription; or (c) termination of the trial by us. Free trials are for evaluation purposes only. We may terminate your free trial at any time at our sole discretion.

12. Compliance with Trade Controls. The Services are subject to U.S. export controls and sanctions laws and regulations, including the Export Administration Regulations administered by the Bureau of Industry and Security of the U.S. Department of Commerce ("BIS") and the sanctions regulations administered by the Office of Foreign Assets Control of the U.S. Treasury Department ("OFAC"). Both parties shall comply with all relevant import and export regulations. Customer shall not transfer, export or re-export, directly or indirectly, the Services to any Prohibited Person, and Customer affirms that it is not a Prohibited Person or acting on behalf of any Prohibited Person (as defined further below).

Customer represents and agrees that it is not, and will not export, re-export or transfer the Services to third parties who are: (1) designated on, or 50% or more owned (individually or in the aggregate) or otherwise controlled by persons designated on, a U.S. or other applicable governmental prohibited party list, including, but not limited to, the U.S. Specially Designated Nationals and Blocked Persons ("SDN") List, Foreign Sanctions Evaders List, and Sectoral Sanctions Identifications List, which are maintained by OFAC, and the U.S. Entity List, Unverified List and Denied Persons List which are maintained by BIS; (2) any individual or entity located in, ordinarily resident in, or organized under the laws of, a country or region subject to a comprehensive U.S. embargo (presently including Cuba, Iran, Syria, North Korea and the Crimea, so-called Donetsk People's Republic, and so-called Luhansk People's Republic regions of Ukraine); (3) using LettsCore™'s product or Service for any purpose prohibited by U.S. and other applicable export control and sanctions laws and regulations, including, but not limited to, nuclear, chemical, or biological weapons proliferation, rocket, missile or unmanned aerial vehicle systems for use in delivering weapons, use in nuclear facilities not subject to IAEA safeguards, other restricted nuclear activities, military-intelligence, unauthorized surveillance activities or human rights abuses, or for a military end user or end use in a country subject to an arms embargo; or (4) a party requiring LettsCore™ to obtain a government license or authorization under the applicable export control and sanctions laws in order to provide, export, re-export, or transfer, directly or indirectly, its products and services (a "Prohibited Person").

13. General.

13.1 Waiver. The waiver by either party of a breach or default of any of the provisions of this Agreement by the other party shall not be construed as a waiver of any succeeding breach of the same or other provisions nor shall any delay or omission on the part of either party to exercise or avail itself of any right power or privilege that it has or may have hereunder operate as a waiver of any breach or default by the other party.

13.2 Notices. All notices must be in writing and in the English language and will be deemed given only when sent by mail (return receipt requested), hand-delivered, or sent by documented overnight delivery service to the party to whom the notice is directed. Notice to Customer shall be provided to the mailing address or email address you provide when registering your LettsCore™ account and notice to LettsCore™ shall be sent to SUITE 15, 5 KNIGHTLEY WALK, LONDON, SW15 1HB Attn: Legal Department (or to such other address as to which the other party has been notified). Despite any of the foregoing, notices of updates to license terms, terms of use, privacy terms or other terms related to the LettsCore™' website and any product or service accessed via LettsCore™' website may be delivered by LettsCore™ posting such updates on its website or through in-product message.

13.3 Invalidity and Severability. If any provision of this Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable the invalidity or unenforceability of such provision shall not affect the other provisions of this Agreement and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect.

13.4 Assignment. Customers may not assign this Agreement without LettsCore™'s prior written consent, and any attempt to do so is void. Notwithstanding the foregoing, either party may assign this Agreement to an Affiliate or in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of its assets to which this Agreement relates; provided that, in Customer's case, Customer will be required to complete LettsCore™'s assignment process. This Agreement is binding upon and inures to the benefit of the parties' permitted successors and assigns.

13.5 Headings. Headings to paragraphs or sections in this Agreement are for the purpose of information and identification only and shall not be construed as forming part of this Agreement.

13.6 Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the UNITED KINGDOM without regard to the conflict of law provisions thereof. The sole venue for all disputes relating to this Agreement shall be in LONDON, ENGLAND, UK

13.7 Attorneys' Fees. If any legal action or other proceeding is brought to enforce the provisions of this Agreement, the prevailing party shall be entitled to recover reasonable attorney fees and other costs incurred in the action or proceeding, in addition to any other relief to which the prevailing party may be entitled.

13.8 Injunctive Relief. If either party breaches Sections 2 (Use of the Services) or 6 (Confidentiality), the other party may suffer irreparable harm, and monetary damages may be inadequate to compensate the non-breaching party. Accordingly, either party may, in addition to any other remedies available, seek injunctive or other equitable relief in response to any such breach.

13.9 Independent Contractors. The parties agree that each is an independent contractor and neither party has the right or authority to assume or create any obligation or responsibility on behalf of the other party.

13.10 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be considered an original, but all of which together will constitute one and the same instrument.

13.11 Federal Government End Use. If You are a U.S. federal government department or agency or contracting on behalf of such department or agency, each of the Services is a "Commercial Product" as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation," as those terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Services are licensed to You with only those rights as provided under the terms and conditions of this Agreement.

13.12 Amendments. We may amend this Agreement, including any Supplementary Terms, from time to time, in which case the new Agreement will supersede prior versions. Your continued use of the Services following the effective date of any such amendment may be relied upon by LettsCore™ as your consent to any such amendment.

13.13 Survival. Sections 1-4, 5.1, 5.3, 5.4, 6, 7, 8.2-8.5, 9, 10, 11.5, 12, and 13, all associated definitions, and all accrued rights to payment shall survive after termination or expiration of this Agreement.

THIS AGREEMENT, INCLUDING ALL ATTACHMENTS, SCHEDULES, EXHIBITS, AND ORDER FORMS CONSTITUTES THE COMPLETE AND EXCLUSIVE UNDERSTANDING OF THE PARTIES, AND SUPERSEDES ALL PRIOR AND CONTEMPORANEOUS SALES PROPOSALS, NEGOTIATIONS AND AGREEMENTS, AND ALL OTHER REPRESENTATIONS OR COMMUNICATIONS, WHETHER ORAL OR WRITTEN, WITH RESPECT TO THE SUBJECT MATTER HEREOF. THIS AGREEMENT SHALL APPLY IN LIEU OF ANY TERMS AND CONDITIONS IN ANY VENDOR REGISTRATION FORM OR REGISTRATION PORTAL, PURCHASE ORDER OR OTHER ORDER DOCUMENT THAT YOU PROVIDE AND ALL SUCH TERMS ARE EXPRESSLY REJECTED AND SHALL NOT BE CONSIDERED AN AMENDMENT TO THIS AGREEMENT.