By purchasing and/or using Lasso Products (as hereinafter defined) from Lasso Technologies, LLC, a Texas limited liability company ("Lasso") and/or otherwise utilizing services provided by or through Lasso, you agree to be bound by the terms and conditions of these Terms of Purchase and Use (the "Agreement"). This Agreement is a legal agreement between the purchaser/user of a Lasso Product and its Authorized Users (as defined below) (collectively, "Customer"), and Lasso. If you do not agree to the terms of this Agreement, you may not use the Lasso Product. Customer and Lasso may occasional be referred to as a "Party" or collectively as the "Parties".
In consideration of the mutual covenants that follow, Lasso and Customer agree:
a. Lasso Product. The term "Lasso Product" means the Lasso Device and any data collection, GPS location, sensing and other services ("Services"), as and to the extent provided by Lasso through the Lasso.com, successor web site or otherwise to purchasers of a Lasso Device, along with associated telemetry products, product updates and enhancements, accessories, and associated features, but excluding any Third Party Products and services related thereto.
b. Lasso Device. The term "Lasso Device" means any physical electronic device provided by Lasso used to acquire a location or to determine sensor data.
c. Authorized User(s). The term "Authorized User(s)" means any current employee of Customer, if Customer is an entity or Customer individually.
d. Proprietary Information. The term "Proprietary Information" means: (a) information regarding Lasso's marketing, products, business, employees, vendors, technology, services, customers, pricing, financial condition, processes, strategies and plans; (b) any information of Lasso disclosed in tangible form and marked or identified as proprietary or confidential; and (c) all confidential and trade secret material, electrical circuits, schematics, source code, object code, internal design, implementation techniques, trademarks, service marks, patents, user manuals, and copyrights of or related to the Lasso Product, Lasso and/or the Lasso website. Excluded from Proprietary Information is any information that is: (i) rightfully in the public domain; (ii) rightfully in Customer's possession prior to receipt from Lasso or a representative of Lasso; (iii) rightfully learned by Customer from a third party not in violation of any obligation of confidentiality or other right; or (iv) developed independently by Customer without use of or reference to the Proprietary Information.
e. Third Party Products. The term "Third Party Products" means any and all hardware, software, equipment and any other products and services manufactured or otherwise provided by any person or entity other than Lasso or any affiliate thereof, including, without limitation, sensors, even if such is purchased or otherwise invoiced through Lasso.
a. Price. Customer agrees to pay Lasso per the price list or quote provided by Lasso, as set forth on an invoice provided by Lasso (an "Invoice"). Most projects are designed for a specific application so purchase orders cannot be cancelled. Components, software, and sensors typically cannot be used for other customers so these orders cannot be cancelled.
b. Invoice Detail. For the avoidance of doubt any Invoice, an Invoice will set forth the following fees and charges, where applicable:
i. Lasso Device Purchase Price: The purchase price per Lasso Device shall be as specified and are payable in advance of delivery unless otherwise agreed in writing by Lasso.
ii. Setup Charges: Any setup charges and other introductory charges which will be charged as an initial charge for the setup and configuration of the Lasso Device and any Services and will be payable in advance of delivery unless otherwise agreed in writing by Lasso.
iii. Reconnection or New Activation Fee: These fees will be due and payable when the Customer’s right to use the Lasso Product, or any component thereof, is newly activated or re-activated due to a suspension for non-payment or other breach, and such fees are per each Lasso Device and/or restoration of Services (as specified) and are payable in advance of activation, together with any outstanding amounts which are due to Lasso, along with any deposit that Lasso requests.
iv. Services Fees: These data fees are due periodically, usually on a monthly basis, for the use and availability of the Services, and the minimum Service period fee is one calendar month. Minimum data fees are typically for at least a period of 1 year when outside of the continental US. Service fees are payable in advance for the first and any subsequent Services period, with effect from the connection date. Data fees are structured for anticipated customer usage based upon the written proposal. Any data overage of the Service plan due to excess usage is Customer responsibility and surcharges will apply. Overages will be invoiced back monthly to the Customer.
c. Invoice Delivery; Due Date. Lasso will deliver a hard copy or an electronic version of each Invoice via email to the Customer. The initial Invoice will be delivered prior to shipment of any Lasso Devices or as set forth in the associated quote detailing payment instructions with each Lasso accepted and fulfilled purchase order. Subsequent data fee invoices will be delivered periodically. Customer will pay the invoiced amounts within thirty (30) calendar days after the Invoice delivery via wire transfer (details to be provided by Lasso from time to time) or via check, unless otherwise agreed pursuant to credit terms established and agreed to by Lasso and Customer in writing. Title to Lasso Devices passes to Customer upon receipt of payment in full by Lasso for the Lasso Devices and placement of the Lasso Device into shipment for delivery to Customer. All payments shall be in USD. Payment occurs when received in Lasso’s bank account. Any late payments shall accrue interest at the lesser of (x) ne percent (1%) per month (or partial month) or (y) the highest applicable legal rate. Until paid in full, Lasso retains, and Customer hereby grants Lasso, a purchase money security interest in the Lasso Device and all proceeds thereof, and Customer agrees to promptly provide all assistance necessary for Lasso to effect and perfect such security interest and Customer irrevocably authorizes Lasso to file any financing statements on Customer’s behalf.
d. Disputes. Customer may not deduct any amounts due to Lasso, whether by set-off or otherwise. Customer will notify Lasso in writing within thirty (30) days after Invoice date of any dispute with respect to an Invoice. Each Party will use commercially reasonable effort to resolve any dispute with respect to any disputed Invoice within thirty (30) calendar days of the date Customer notifies Lasso of such dispute. All Invoice disputes not resolved within such thirty (30) day period will be resolved via the dispute resolution process. Prior to submitting any dispute to litigation, either Party may request that the Parties meet to resolve the dispute through negotiation of the appropriate officers of each Party by face-to-face meeting or telephonic conference within thirty (20) days after receipt of a written notice from the requesting Party. Any unresolved issues will be passed to an officer at the next higher level of authority, in turn, within the thirty (30) day time period. Such meetings will be attend by individuals with decision-making authority, to attempt in good faith and the spirit of mutual cooperation to negotiate a resolution of the dispute prior to pursuing other available remedies. Pending resolution of any dispute hereunder, the Parties will continue diligently with the performance of this Agreement Should the Parties be unable to resolve any dispute within the thirty (30) day time period, either Party may submit the dispute to a court of competent jurisdiction for resolution. The use of this procedure will not be construed under the doctrines of laches, waiver, or estoppel to affect adversely the rights of either Party. Nothing in this section will prevent either Party from resorting to judicial proceeding if (a) good faith efforts to resolve the dispute under this Section have been unsuccessful or (b) interim relief from a court is necessary to prevent material and irreparable injury to a Party or to third parties.
e. Use. Lasso Device is only to be used in the Continental United States unless prior special written agreement has been made between Lasso and Customer. Travel out of the United States without this special roaming agreement will result in additional fees to the Customer. Lasso device transmissions are billed based upon the number of transmissions negotiated with customer. Customer will incur additional charges if prior written agreement has not been made for additional data usage.
a. Proprietary Rights. All software, hardware and related processes, instructions, methods, and techniques that have been developed by Supplier, together with the Lasso Product and all components thereof, all updates, enhancements and upgrades thereto, even if customized for Customer, related written materials, logos and names, and all other related materials that accompany such, including all intellectual property rights, and all other Proprietary Information (collectively, "Rights"), are and will remain the sole and exclusive property of Lasso. Lasso all right, title and interest in and to the Rights. No title to the Rights in or a part of, or any other rights, title or interest in or to, the Rights is transferred to Customer or otherwise by this Agreement. Lasso remains the exclusive owner of all worldwide intellectual and industrial property and other rights in and to the Rights and such other related materials, logos and names, including, without limitation, all patents, copyrights, trademarks and trade secrets contained therein. Customer shall not create any derivative work of, copy or reproduce all or any part of the Rights without prior written permission from Lasso. Customer will protect the Rights from such actions or distribution with at least the same level of effort and security as it has in effect with respect to its own proprietary computer programs. Customer agrees not to assign, or transfer any right granted hereunder or any part of the Rights and such other related materials, logos and names, except as expressly provided in this Agreement, and that any attempt to do so will be invalid and automatically terminate this Agreement. No license is granted to Customer with respect to Rights. Nothing in this Agreement will be construed to grant to Customer any ownership or other interest in the Rights, except as may be provided under a written agreement specifically applicable to such Rights.
b. Restrictions. Customer is prohibited from making or allowing any modifications, adaptations, enhancements, circumventions, bypasses, impairments, interferences, changes, or derivative works of all features and components in, of and related to the Lasso Product, and Customer shall advise all Authorized Users that they are prohibited from such actions.
The Proprietary Information of Lasso shall remain confidential and proprietary to Lasso. Customer and Authorized Users shall not attempt to reverse engineer, decompile or disassemble any portion of the Rights or otherwise derive its source code. Customer further agrees that it will use its best efforts to prevent any such action by its Authorized Users by advising Authorized Users of this provision and by immediately reporting to Lasso and halting any such action of which Customer has knowledge. Customer shall not disclose, provide or otherwise make available the Proprietary Information of Lasso to any person, other than Authorized Users who have signed agreements with Customer providing for the reasonable protection of the Proprietary Information, without Lasso's prior written consent, signed by an authorized officer of Customer. Customer shall also protect the Proprietary Information through instructions to its employees, access limitations, and the like, no less securely than if it were Customer's own intellectual property. Customer shall not use the Proprietary Information except to the extent expressly permitted hereunder. Furthermore, if Customer receives a subpoena or other legal process requiring the disclosure of any of the Proprietary Information, it shall immediately give a copy thereof to Lasso and provide reasonable assistance to Lasso for purposes of obtaining a protective order. Customer acknowledges that breach of such party’s obligation of confidentiality may give rise to irreparable injury to Lasso, which damage may be inadequately compensable in the form of monetary damages. Accordingly, Lasso may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies which may be available, to include, at the sole election of Lasso, the immediate termination, without penalty to Lasso, of this Agreement in whole or in part.
Lasso recommends that all Lasso Products be covered by Lasso's Maintenance and Support Policy, as set forth in this Section 5. Upon payment by Customer of Lasso's maintenance and support fees then in effect, Lasso will provide the Maintenance and Support Services as described in this Section 5.
a. Term of Maintenance and Support Services. The Maintenance and Support Services shall be provided for an initial term of one year from the date of first use, access or delivery of the Lasso Device with associated web access, and thereafter for successive periods of support renewal terms of one year each, unless and until terminated pursuant to Section 5g below.
b. Maintenance and Support Fee. The Maintenance and Support Services are active as long as the Customer is current in connection with any Maintenance and Support Fees due, as contemplated in Section 2 of the Agreement.
c. Maintenance Support Services Provided. Lasso will provide Customer with the following "Maintenance and Support Services during the support term for the Lasso Product: (a) telephone diagnostics and assistance in the use of the Lasso Product in accordance with the user manual during normal, weekday business hours, excluding holidays; (b) providing and regularly updating the Lasso Support Frequently Asked Question page; and (c) providing updates to Services upon their general commercial releases by Lasso (it being understood that updates to Lasso Devices can only be made if the product is returned to Lasso pursuant to this Agreement). Special prior written agreements may include 24/7 customer phone support. Lasso will use commercially reasonable efforts to respond promptly to all reasonable Maintenance and Support Service requests from Customer. Lasso shall determine the timing and frequency of its updates and upgrades to Services in its sole discretion. If Customer and Lasso mutually agree in writing, Lasso will provide Maintenance and Support Services to Customer that are not covered under this Section. If such services are ordered by Customer and provided by Lasso, they shall be governed by this Agreement and provided during normal business hours, excluding holidays observed by Lasso, and Customer shall pay Lasso's then current charges for such services. For certain problems, Lasso may require Customer to furnish a test case and sufficient documentation to allow recreation of the problem. At Customer's request, Lasso and Customer will execute a mutually agreeable confidentiality agreement regarding the test case and documentation furnished to Lasso.
d. Excluded Services. Only the services specified in Section 5c are included under Maintenance and Support Services, and no other services whatsoever, including without limitation, any of the following services: (a) services arising out of, resulting from or with respect to, (i) the relocation, movement, improper operation, neglect, or misuse of the Lasso Product; (ii) Customer's failure to maintain proper site or environmental conditions; (iii) the use of the Lasso Product with any software or hardware for which its use is not recommended in the user manual; (iv) the fault of Customer or Customer's agents or employees; (v) any attempt at repair or service resulting from or required as a result of neglect, misuse, or accidental damage of the Lasso Product; (vi) alterations or modifications to the Lasso Product performed by other than Lasso or a party authorized by Lasso to perform such alterations or modification; (vii) the use of the Lasso Product for other than the purposes for which they were designed; (viii) any casualty, act of God, or the unauthorized act of any third party; (ix) the failure or interruption of any electrical power, telephone, or communication service or like cause; (x) any other cause external to the Lasso Product except ordinary use in accordance with the license granted herein; (xi) furnishing supplies, accessories, or media; (xii) the support of software developed by Customer or obtained from third parties; (xiii) a guarantee that there will be a software update during the term of this Agreement; (xiv) on-site service or any service outside of Lasso facilities; (xv) Lasso Product that is not the then-current production release or the immediately preceding release (if more than 180 days has elapsed since the date a production release subsequent of the Software has occurred); (xvi) use of the Lasso Product in applications or situations where product failure or wireless communication errors could cause environmental issues, personal injury or death; (xvii) Third Party Products; (xviii) installation services; and (xix) any other cause or circumstance that is not covered by any applicable warranty expressly set forth herein; (b) any service or product not specifically set forth in Section 5c; (c) service at Customer's or any other location, other than Lasso’s; (d) hardware and related supplies; and (e) training.
e. Additional Services. If Lasso performs software maintenance and support services at Customer's request beyond the scope of the Maintenance and Support Services specified herein, or outside the principal period of maintenance, those services shall be requested in writing by Customer and billed to Customer at Lasso's then current charges for the services and materials provided. Lasso shall not be obligated to perform any additional services.
f. Discontinued Licensed Products. Lasso reserves the right to replace a Lasso Product that is discontinued or retired by Lasso with a replacement Lasso Product, and negotiate with Customer the difference in price, if any.
g. Support Services Cease. If Customer ceases paying for Maintenance and Support Services as described herein, Lasso shall have no further obligations hereunder. Customer understands and agrees that if Customer discontinues and then resumes the use of Maintenance and Support Services, Customer will be required to pay Lasso a reinstatement fee in accordance with Lasso's Maintenance and Support Policy then in effect, plus the maintenance fee for the term of Maintenance and Support Services then commencing.
h. Contact Person. If requested by Lasso, Customer shall designate one person who must be properly trained in the operation and use of the Lasso Product to serve as Customer's contact person for all services performed under this Agreement. All requests for service under this Agreement shall be made by Customer through such contact person.
Lasso may delay or cease providing Services if Customer fails to provide all information requested on the login page, does not provide proper payment within 30 days of purchasing the Lasso Product (or sooner, if specified in the Invoice or this Agreement) or if Lasso, in its sole discretion, determines that the Lasso Product has or will be used improperly or not within the provisions of this Agreement. Likewise, Lasso may terminate this Agreement and Customer's use of the Lasso Product if Customer breaches this Agreement.
Subject to the terms of this Agreement, Customer may terminate this Agreement at any time in writing. Fees and charges paid are not refundable, unless otherwise expressly set forth in this Agreement.
Customer's right to use the Lasso Product shall cease upon termination without further action. Termination by Lasso shall be in addition to, and not a waiver of, any remedy available to Lasso at law, equity or under this Agreement. All remedies of Lasso hereunder and under applicable law shall be cumulative. Notwithstanding the foregoing, the provisions of Sections 3, 4, 6, 7, 9, 10,11, 13-21 shall survive termination.
a. Access to Manuals. Customer acknowledges that the user manual(s) provided by Lasso is an integral part of the Lasso Product and is necessary for the proper use and application of the Lasso Product.
b. No Right to Copy Manual. Customer shall not copy, and shall not permit to be copied, the user manual(s). Any duplication of the user manual(s) is unauthorized by this Agreement, is prohibited by law, and constitutes an infringement of Lasso's copyright.
a. Lasso will defend, at its own expense, any action against Customer based on a claim that the Lasso Product infringes a United States patent or United States copyright or involves misappropriation of a trade secret. Lasso agrees to pay any money damages (other than exemplary or punitive damages) awarded against Customer attributable solely to any such infringement, disclosure or misuse. Lasso will pay such damages or costs as are finally awarded against Customer for such infringement or misappropriation provided that Customer gives Lasso: (a) prompt written notice of any such action and of all prior related claims; (b) sole control of the defense and settlement of such action; and (c) full cooperation in any defense or settlement. Lasso shall not be liable for any fees, costs, or damages incurred without such prompt written notice, control, and cooperation.
b. Should any Lasso Product become, or in Lasso’s opinion be likely to become, the subject of a claim of infringement or trade secret misappropriation as set forth in Section 8, Lasso shall, at its option and expense: (a) obtain for Customer the right to continue using the Lasso Product; (b) replace or modify the Lasso Product so its use becomes non infringing or otherwise lawful; or (c) terminate the rights granted hereunder with respect to the infringing Lasso Product or subcomponent and refund the applicable fee paid by Customer for the Lasso Product, less a reasonable allowance for past use based on straight-line depreciation over a three-year period.
c. Notwithstanding the foregoing, Lasso shall have no liability for any claim of infringement of a patent, copyright or other intellectual property right or trade secret misappropriation, based on the use of the Lasso Product: (a) on a computer or other device for which it was not designed; (b) with any other product not supplied by Lasso; (c) in any manner or purpose for which the Lasso Products were not designed; (d) if the infringement or misappropriation could have been avoided by Customer's use of the most current version of the Lasso Product; (e) if it has been modified by anyone other than Lasso; or (f) that infringes on intellectual property rights or trade secrets owned by Customer or any of its affiliated companies.
d. This section 8 states customer's exclusive remedy and Lasso’s sole liability for the Lasso Product infringing on the intellectual property rights of third parties or constituting a misappropriation of the trade secrets of third parties.
The following sets forth Lasso’s requirements for accepting and processing the return of Lasso Products. Please read these requirements prior to purchasing or returning a Lasso Product Technologies.
a. Returns Generally. Subject to the terms and conditions of this Agreement, Lasso will accept the return of a Lasso Device only if they fall within one of the following categories: Custom products modified for a special use or special sensors ordered for a specific application cannot be returned or cancelled.
i. The Lasso Device was purchased directly from Lasso within 30 days of the return, is in its unopened and undamaged packaging, and the Lasso Device was not improved or customized for Customer in any way and was not part of a customized program for Customer. If you are seeking to return the Lasso Device for this reason, and you purchased it from an authorized distributor, please contact your authorized distributor to process the return. All returns permitted under this category will be subject to a 20% (of purchase price per Lasso Device) restocking fee. Any refunds by Lasso will be reduced by such amount.
ii. The Lasso Device was purchased directly from Lasso or from an authorized distributor within 30 days of the return, and it does not function at all, through no fault or action of Customer, its representatives or agents (generally referred to as "Dead on Arrival" or "DOA"). In such event, Customer’s rights and Lasso’s obligations are additionally subject to Section 10. In such event, and if the return is within such period and otherwise eligible, Lasso will provide Customer with a replacement or repaired Lasso Device after receipt of shipped DOA Lasso Device.
iii. The Lasso Device is within the warranty period set forth in, and is defective as described in, Section 10. In such event, Customer’s rights and Lasso’s obligations are additionally subject to Section 10.
b. Returns Process To return a Lasso Device that is eligible for return, you must contact Lasso customer service department at email@example.com and provide the following information, within the time periods specified in Section 9a:
i. Customer Name
ii. Invoice Number
iii. Part Number
iv. Reason for the Return
v. Contact Information
Upon receipt of your information, a Lasso customer service representative will determine whether your Lasso Device is eligible for return. If your Lasso Device is eligible for return, you will be issued a Lasso Return Merchandise Authorization ("RMA"), which includes the return address, Lasso tracking number, and any additional directives from Lasso. The RMA will expire sixty (60) days after it is issued. No returns of any type will be accepted without an RMA. All costs for returning Lasso Devices are your sole responsibility, including shipping with tracking methodology, taxes, duties and any additional costs. In the case of returns pursuant to Section 9ai, the Lasso Device must be returned in its original packaging, in new or as-new condition (depending on the reason for return), with all warranty cards, manuals, accessories and packing that originally accompanied the Lasso Device.
c. Replacement Products. Any replacement product will be the same model or equivalent as the returned Lasso Device. In the case of returns pursuant to Section 9aii or iii, Lasso will pay only the shipping charges on the replacement product within the United States, with title and risk of the product passing to Customer once Lasso makes the replacement product available for shipment. Customer shall be responsible for paying all shipping charges, duties, taxes, and any other charges for hardware returned to any other locations.
Do not Use Lasso Products where transmission errors or product failure may cause environmental issues, lost revenue, or injury.
a. Services. Subject to the terms of this Agreement, Lasso warrants that the Services will be provided substantially to the specifications found in Lasso's user manual, as modified from time to time, for a period of 1 year from the date on which the Lasso Device is delivered to Customer. If Lasso confirms a material non-conformity of the Services to the user manual as reported by Customer, Lasso will use commercially reasonable efforts to remedy the nonconformance during such period. Sensors used and resold by Lasso will inherit the original manufacturer’s warranty. Sensors should be evaluated on a small trial basis to make certain that the sensor is appropriate for the chemical or process being monitored and to make certain that the sensor is not adversely affected by the chemical. Lasso cannot be responsible for chemical blends damaging the plastic and metal sensors, especially since many chemicals have proprietary blends. Customer shall evaluate appropriate sensor compatibility with the chemical being monitored. Lasso does not warrant that the Services will be uninterrupted or error free, nor does it guarantee that its remedial efforts will correct any nonconformance. Corrections and replacements will be warranted for the remainder of the original warranty period. If any Services fail to comply materially with any limited warranty set forth in this Section 10 and Lasso does not remedy such failure pursuant to this Section 10, Lasso's sole obligation and liability, and Customer's exclusive remedy, for such failure shall be limited to the refund of the fee paid for such Service, in which event Lasso shall no longer be required to provide Services to Customer. Lasso will have no obligation for non-conformities in the Services that are caused by accident, abuse, or misuse of the Lasso Product or for any other reason specified in Section 5d.
b. Software Maintenance and Support Services. Lasso warrants that the Software Maintenance and Support Services referred to in Section 5, and all other maintenance and support services Lasso provides Customer under this Agreement (collectively the "Maintenance and Support Services"), will be performed in a professional and workmanlike manner. For Maintenance and Support Services that do not conform to the limited warranty above, Customer is entitled to re-performance of the services, or if Lasso cannot perform the services as warranted, Customer is entitled to a refund of the fee paid to Lasso that is allocable to the non-conforming services. Correction of non-conformities as provided above shall be Customer’s exclusive remedy and shall constitute fulfillment of all liabilities of Lasso, whether in warranty, contract, tort, negligence, strict liability or otherwise with respect to the Maintenance and Support Services.
c. Lasso Device. The following provisions of this Section 10c will apply to the Lasso Device sold by Lasso to Customer under this Agreement.
i. Lasso warrants that the Lasso Device sold by Lasso to Customer under this Agreement will conform substantially to the specifications found in Lasso's user manual, as modified from time to time, for a period of one (1) year from the date of shipment. If Lasso confirms any such nonconformity within such time period, Lasso, at its option, either will repair the defective Lasso Device without charge for parts and labor, or will provide a replacement in exchange for the defective Lass Device. Lasso's responsibility to repair or replace a defective Lasso Device is the sole and exclusive remedy provided to Customer for breach of this warranty. Sensors such as flow meters, pressure sensors, temperature sensors, level sensors, environmental sensors and others integrated into the Lasso Device shall carry the warranty, if any, of the 3rd party providing such features. Lasso makes no warranty for these 3rd party sensors.
ii. In order to obtain service under this warranty, Customer must notify Lasso in writing of the defect before the expiration of the warranty period pursuant to Section 9b and obtain shipping instructions from Lasso for the defective Lasso Device. Customer shall be responsible for packaging and shipping the defective Lasso Device to Lasso with shipping charges prepaid. Lasso shall pay for the return of the Lasso Device to Customer in the United States. Customer shall be responsible for paying all shipping charges, duties, taxes, and any other charges for hardware returned to any other locations. Lasso does not offer on-site service to repair Lasso Products or to resolve problems relating to the installation or troubleshooting of Lasso Products.
iii. This warranty shall not apply to any defect, failure or damage caused by improper use or improper or inadequate maintenance and care. Lasso shall not be obligated to furnish service under this warranty (a) to repair damage resulting from improper use or connection to incompatible equipment, (b) to service the Lasso Device that has been modified or integrated with other products when the effect of such modification or integration increases the time or difficulty of servicing the Lasso Device, (c) to repair or replace cables that become defective or unacceptable for their intended use due to wear and tear, (d) to repair or maintain Third Party Products, (e) to conduct any installation services, or (f) arising out of, resulting from or with respect to (i) the relocation, movement, improper operation, neglect, or misuse of the Lasso Device or Lasso Product, (ii) Customer's failure to maintain proper site or environmental conditions, (iii) the use of the Lasso Device or Lasso Product with any software or hardware for which its use is not recommended in the user manual, (iv) the fault of Customer or Customer's agents or employees, (v) any attempt at repair or service resulting from or required as a result of neglect, misuse, or accidental damage of the products, (vi) alterations or modifications to the Lasso Device or Lasso Product performed by other than Lasso or a party authorized by Lasso to perform such alterations or modification, (vii) the use of the Lasso Device or Lasso Product for other than the purposes for which they were designed, (viii) any casualty, act of God, or the unauthorized act of any third party, (ix) the failure or interruption of any electrical power, telephone, or communication service or like cause, (x) any other cause external to the Lasso Device or Lasso Product except ordinary use in accordance with the license granted in this Agreement, (xi) support of hardware obtained from third parties, (xii) normal wear and tear, (xiii) batteries whose fully charged capacity does not fall below 80% of their rated capacity and batteries that leaks, (xiv) improper operation, storage, misuse or abuse, accident or neglect such as physical damage to the surface of the product, (xv) contact with liquid, water, rain, extreme humidity, sand, dirt or the like, extreme heat, or food, (xvi) abnormal usage or conditions, (xvii) acts which are not the fault of Lasso, (xviii) any event, cause or circumstance listed in Section 5d or (xix) use of the Lasso Device in applications for which it is not intended or attempting to use the GPS features in environments where a reliable satellite signal cannot be reliably obtained or remote locations with no cell tower connectivity.
iv. A Lasso Device that is replaced by Lasso is the property of Lasso. If Lasso provides a replacement Lasso Device, Customer agrees to send the Lasso Device that is replaced (if it has not already been sent to Lasso) to Lasso within 10 days of Customer's receipt of the replacement Lasso Device. Any such replaced Lasso Device not returned to Lasso within such time period will be invoiced to Customer (and charged to Customer's credit card on file with Lasso), and Customer agrees to pay Lasso the current list price of such Lasso Device. Lasso may ship a replacement Lasso Device to Customer that is either new or refurbished.
v. In order to make a claim under this warranty, Customer will receive instructions on how to ship the Lasso Device to Lasso. To obtain service, you must include your customer information, a written description of the problem and other information required for a return as set forth in Section 9b. Please use the email in Section 9b or call 866-392-0923 for service.
vi. In the event that Lasso repairs or replaces a DOA or defective Lasso Device under warranty, the repaired or replaced product will be covered through the end of the original warranty period, but no repair or replacement will extend the warranty term past the one year anniversary of the delivery date of the original Lasso Device.
d. Customer Representations and Warranties. Customer represents, covenants and understands that (i) he or she is at least 18 years of age, or a legal entity, and will not use Lasso Product for any illegal activity and has the legal right to use Lasso Product as stated in this Agreement, (ii) the Lasso Product will not be used in situations which violate local, state, or federal laws or which harass, damage reputations, intimidate, or unjustly use the Lasso Product for surveillance, (iii) Lasso, or its subcontractors and affiliates, may gather information on their servers and process data from Lasso Product in order to provide location and sensor information to the Customer, (iv) Lasso may use photographs of products made for specific applications in marketing materials, (v) Lasso retains all rights in and to any customization implemented to solve special requirements, and (vi) all account information provided by Customer to Lasso will be accurate and honest.
e. Exclusion of Implied and Other Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, LASSO MAKES NO WARRANTIES OR REPRESENTATIONS TO CUSTOMER WITH RESPECT TO THE LASSO PRODUCT OR ANY COMPONENT THEREOF OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT, WHETHER ORAL OR WRITTEN, EXPRESS, IMPLIED OR STATUTORY. WITHOUT LIMITING THE FOREGOING, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, AND THE IMPLIED WARRANTY OR CONDITION OF FITNESS FOR A PARTICULAR PURPOSE, ARE EXPRESSLY EXCLUDED AND DISCLAIMED. LASSO DOES NOT WARRANT THAT THE LASSO PRODUCT WILL PERFORM UNINTERRUPTED OR ERROR FREE. NO LASSO PRODUCT OR THIRD PARTY PRODUCT IS NOT RATED INTRINSICALLY SAFE CLASS 1 DIV 1 OR CLASS 1 DIV 2, UNLESS EXPRESSLY STATED AS SUCH ON THE LASSO DOCUMENTATION INCLUDED WITH THE LASSO PRODUCT OR THIRD PARTY PRODUCT.
f. Outside of Warranty Repairs. Lasso does not offer on-site service to repair Lasso Products or to resolve problems relating to the installation or troubleshooting of Lasso Products. If your Lasso Product requires repair that is outside of the warranty, please contact Lasso repair department at firstname.lastname@example.org and we will assist you in determining whether your Lasso Product is eligible for repair, advice you of the costs associated of the repair, and can provide an RMA. Repairs for damages caused by lightning storms, water, power surges, incorrect installation, physical abuse or user-caused damages are billed on a time-plus-materials basis. Payment in advance is required for all repairs outside of warranty. Outside of warranty repairs are subject to a ninety (90) day warranty that such repairs will be free from defects in materials or workmanship.
a. Limitation of Liability. Except as otherwise expressly stated in this Agreement, Lasso's (and its suppliers') entire liability, and Customer's exclusive remedy, for any and all claims arising under or in connection with this Agreement or related to any item or service provided under or in connection with this Agreement, regardless of the form of the action, whether in breach of warranty, contract, tort, strict liability or otherwise, shall be limited to an amount equal to the fees paid to Lasso by Customer in connection with the Lasso Product. In no event shall Lasso (nor any of its suppliers) be liable for any installation costs or special, indirect, incidental, consequential, or exemplary damages (including without limitation loss of data, lost profits, lost productivity, and costs of procurement of substitute goods), arising out of, or in connection with, this Agreement or any product, service, or other item provided under, or in connection with, this Agreement, whether in breach of warranty, contract, tort, strict liability or otherwise, even if Lasso has been advised of the possibility of such damages. Malfunction of a computer or computer network may make the Lasso Product unavailable. Additionally, low battery levels may cause failures. Batteries must be replaced as recommended in the user manual. Third Party Products, including, without limitation, sensors such as flow meters, pressure sensors, temperature sensors, level sensors, environmental sensors and others integrated into the Lasso sensing solution shall carry the warranty, if any, of the Third party Product company. These Third Party Products may fail or underperform. Customer agrees that Lasso shall not be liable for damages incurred or sums paid when the Lasso Product or sensors fail due to these malfunctions. Lasso Products should not be used for safety or medical applications where failure could cause injury or death. NO WARRANTIES WHATSOEVER ARE MADE BY LASSO WITH RESPECT TO THIRD PARTY PRODUCTS.
b. Limitations Period. Neither party may bring any action under this Agreement for any cause whatsoever more than two (2) years after the occurrence giving rise to such cause of action, regardless of the date of discovery thereof; provided however, that this Section 11b shall not apply to any action brought by Lasso for violations of Sections, 2, 3 or Section 4 and actions brought by Lasso to protect its intellectual property rights.
For purposes of this Agreement, Customer is not an agent of Lasso, and Customer has no express or implied authority to act on behalf of or make any representations whatsoever on behalf of Lasso. Lasso has no right to control any activities of Customer outside the terms of this Agreement.
Updates include enhancements and corrections of and modifications and additions to the Lasso Product. Updates also include later versions of the Lasso Product. Use of updates with or in place of the Lasso Product shall be fully governed by and subject to the terms of this Agreement relating to the reproduction and use of the Lasso Product.
This product is controlled under the export regulations of the United States of America. The Government of the United States may restrict exportation of this product to certain destinations. Customer assumes the responsibility for compliance with all applicable export and re-export regulations, as the case may be.
Customer who purchases a Lasso Product must provide name, address, email, phone and credit card information to activate services. Customer must notify Lasso of any change in address or credit card information. Lasso uses a variety of technologies to acquire GPS positional information as configured by the Customer. This information is stored and processed on Lasso's servers to provide desired services to the Customer. This information will be stored on the servers for a period of approximately 4 months and then archived. Customer may terminate location acquisition by terminating the service or turning off the Lasso Product.
Lasso uses customer information in accordance with federal customer privacy laws. Lasso shall not intentionally disclose personal information or location information acquired by Lasso or third party providers without written permission of Customer. Customer acknowledges that wireless information being transmitted between Customer's Lasso Product, servers, and telecommunications providers may be subversively intercepted and interpreted and are not necessarily confidential. Lasso cannot guarantee the security of this information or data collected from its web sites. Customer will be notified if it is found that an unauthorized person has accessed customer data. Cookies may be used to identify the Customer as a user of the Lasso web site.
If a Lasso Product is lost or stolen, Customer is responsible for charges until Customer contacts Lasso. Once notified, Lasso will suspend Customer’s account. Some installations outside of the US may require early termination charges. Customer can choose to purchase a new device to work with the old account, or may choose to terminate the account altogether in which case early termination charges may apply.
Customer understands that Lasso will access global positioning data from the Lasso Product that the Customer has purchased to determine location of Customer's objects, assets, vehicles and other items which the Customer has chosen to track. Tracking of people without their consent is illegal. The FCC and FAA do not allow the use of the Lasso Product in aircraft.
Customer understands that Lasso will use cell phone or satellite transmission technologies selected by Lasso to acquire position from Lasso Product using private protocols to encrypt each packet of data. Lasso monitors and collects acquired information using third party cell phone or satellite provider networks and services. Customer will not use or attempt to use Lasso Product on any other networks. Every reasonable effort has been made by Lasso to secure the GPS, sensor data, and command information being transmitted and received to the Lasso Product. Results of the location will be routed to the Customer over internet web pages and email messages. Customer understands that the Lasso Product locations are retained on the Lasso's servers and Lasso will not knowingly provide this data to anybody but the Customer.
Lasso is not responsible for misrepresentations of the Customer's identity, or if Customer has the legal right to monitor or track the location of specific items or people. Customer shall use the provided user and password features of the Lasso web site and shall not disclose this information to others. Lasso is not responsible for Customer's willful misconduct, acts of any third party, or occurrences beyond the reasonable control of Lasso.
Except for the right of either party to apply to a court of competent jurisdiction for a temporary restraining order, a preliminary injunction, or other equitable relief to preserve the status quo or prevent irreparable harm, any controversy or claim arising out of or relating to this Agreement or to its breach shall be settled by an arbitration administered by the American Arbitration Association and pursuant to its rules, and judgment upon the award rendered in such arbitration may be entered in any court of competent jurisdiction.
a. Complete Agreement; Amendment. Each party acknowledges that it has read this Agreement and any exhibit, understands them, and agrees to be bound by their terms, and further agrees that they are the complete and exclusive statement of the agreement between the parties which supersedes and merges all prior proposals, understandings, and all other agreements, oral and written, between the parties relating to this Agreement. This Agreement may not be modified or altered except by written instrument duly executed by both parties.
b. Purchase Order. In the event of any conflict between the terms and conditions of this Agreement and the terms and conditions of any purchase order or Invoice, the terms and conditions of this Agreement shall control, unless the Agreement expressly contemplates different terms with respect to the provision at issue.
c. Governing Laws. The laws of the State of Texas shall govern this Agreement and performance under this Agreement.
d. Severability. If any provision of this Agreement is determined by a court to be, or becomes, invalid, unenforceable or illegal, such provision shall be (a) modified to be made valid, enforceable and legal in such a manner as to best effectuate the intent of the parties on the date hereof or (b) deemed eliminated where such modification is not practicable. The remainder of this Agreement shall remain in effect in accordance with its terms as modified by such modification or deletion.
e. Assignment. Neither this Agreement nor any of Customer's rights or obligations under this Agreement shall be assigned or transferred by Customer without Lasso's prior written consent and any attempted assignment or transfer without such consent shall be void. Customer agrees that this Agreement binds Customer and each of its employees, agents and persons associated with it, including Customer's affiliated and subsidiary firms, corporations and other organizations. Lasso may assign this Agreement and its rights and obligations hereunder without Customer's consent. The Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and assigns.
f. Assumption by Successor to Lasso. In the event of the acquisition of Lasso's business, software, or both by a third party, Lasso agrees to make such an acquisition subject to the assumption of the terms of this Agreement by the third party.
g. Waiver. The waiver or failure of Lasso to exercise in any respect any right provided for in this Agreement shall not be deemed a waiver of any further right under this Agreement.
h. Headings. The headings appearing at the beginning of the several sections contained in this Agreement have been inserted for identification and reference purposes only and shall not be used in the construction and interpretation of this Agreement.
i. Advertising. Lasso may use screen shots or photos of Customer product or installation for advertising purposes. Lasso will make a reasonable effort to remove Customer identifying information from any published material.
j. Joint Press Releases. The Parties may prepare a joint press release from time to time and seek a quote from each other regarding their relationship and products. The content and timing of these press release and quotes will be subject to mutual written approval agreement of the Parties.
k. Website Listing. Each Party may list the other Party on its website as a vendor, customer or otherwise in substantially the same manner as it list other similar business relationships. Each Party consents to such listing and grants to the other Party a non-exclusive, non-transferable, royalty-free license to use its respective trademarks and names in such listing, subject to compliance with any instructions and guidelines with respect thereto from the other Party from time to time. The foregoing license may be terminated by either Party at any time by written notice.
This device complies with Part 15 of the FCC Rules. Operation is subject to the following two conditions:
(1) This device may not cause harmful interference, and
(2) this device must accept any interference received, including interference that may cause undesired operation.
Lasso Technologies, LLC.
8111 Lyndon B Johnson Freeway, Suite 900
Dallas, TX 75251.
This equipment has been tested and found to comply with the limits for a Class B digital device, pursuant to Part 15 of the FCC Rules. These limits are designed to provide reasonable protection against harmful interference in a residential installation. This equipment generates, uses and can radiate radio frequency energy and, if not installed and used in accordance with the instructions, may cause harmful interference to radio communications. However, there is no guarantee that interference will not occur in a particular installation. If this equipment does cause harmful interference to radio or television reception, which can be determined by turning the equipment off and on, the user is encouraged to try to correct the interference by one more of the following measures:
(i) Reorient or relocate the receiving antenna.
(ii) Increase the separation between the equipment and receiver.
(iii) Connect the equipment into an outlet on a circuit different from that to which the receiver is connected.
(iv) Consult the dealer or an experienced radio /TV technician for help. Changes or modifications not expressly approved by Lasso for compliance could void the user's authority to operate the equipment.
Lasso Products have been tested not to exceed SAR limits ratings set by the FCC. This rating requires that the Lasso Product be used 20cm or more from the body. Working closely with federal health and safety agencies, such as the Food and Drug Administration (FDA), the FCC has adopted limits for safe exposure to radiofrequency (RF) energy. These limits are given in terms of a unit referred to as the Specific Absorption Rate (SAR), which is a measure of the amount of radio frequency energy absorbed by the body when using a mobile phone. The FCC requires cell phone and satellite manufacturers to ensure that their phones comply with these objective limits for safe exposure. Any cell phone at or below these SAR levels (that is, any phone legally sold in the U.S.) is a "safe" phone, as measured by these standards. The FCC limit for public exposure from cellular telephones is an SAR level of 1.6 watts per kilogram (1.6 W/kg).
1. Purpose: The undersigned customer ("Customer") intends to utilize the Lasso Technologies, LLC. ("Lasso") asset visibility service (the "Service") pursuant to this Standard Service Agreement (this "Agreement"). The Service combines web-based software and maps with GPS, RFID, and other wireless devices to allow customers to locate, track, and manage important assets within fixed facilities or around the world. Lasso will provide Customer with access to the Service via the World Wide Web.
2. Prices & Payment: Lasso charges a recurring subscription fee ("Subscription Fee") for each asset subscribed to the Service and certain other components required to provide the Service. Prices as shown in Lasso quotations (each, a "Quote") typically do not include any taxes on the Service. Customer shall report and pay all federal, state, and local taxes designated, levied, or based upon the Service. Payments are due pursuant to the terms of the relevant Quote or invoice. The Subscription Fee in place at the beginning of the Term will not be changed for the duration of the Term (defined below).
3. Term & Cancellation: The initial term of this Agreement (the "Initial Term") shall be 36 months following the first date of Service (the "Service Start Date"). Customer acknowledges that the Subscription Fees are calculated on the basis of expected payments for 36 months of Service. Therefore, if Customer terminates this Agreement, or Lasso terminates this Agreement because of breach by Customer, before the end of the Initial Term for any reason other than a default by Lasso, Customer shall be obligated to pay Lasso 50% of the remaining Subscription Fees due over the remainder of the Initial Term. Upon expiration of the Initial Term, this Agreement shall automatically renew for an unlimited number of successive 12 month renewal terms (each, a "Renewal Term" and any Renewal Terms together with the Initial Term, collectively the "Term"), unless either Customer or Lasso provides the other party with written notice of its intention to not renew this Agreement at least 30 days prior to the expiration of the Initial Term or the applicable Renewal Term.
4. Service Start Date: The Service Start Date is determined by the date that Hardware (as defined below) is provided to Customer. Unless otherwise agreed by the parties, the Service Start Date will be the date that Hardware is shipped to the Customer or, if Hardware is to be installed by Lasso, the Service Start Date will be the date that the installation of the Hardware is complete. In the event that Lasso does not provide Hardware to Customer, the Service Start Date for each asset shall be the date that each asset is activated on the Lasso system.
5. Title and Risk of Loss: Title to and risk of loss on all Hardware sold by Lasso to Customer under this Agreement shall pass to Customer upon delivery of Hardware to the freight carrier if Hardware is shipped, or upon installation by Lasso, if Hardware is to be installed by Lasso.
6. Follow-on Orders: Customer may order additional Hardware or purchase additional Service subscriptions following the initial Service order made pursuant to this Agreement. Such follow-on orders will be subject to the terms and conditions of this Agreement with a Service Start Date for the additional subscriptions determined as set forth in Section 4 above. Such follow-on orders will not affect the Term or Service Start Date for previous orders.
7. Hardware & Software Defined: The Service may require certain hardware components ("Hardware") that may include, but shall not be limited to, the following: devices or tags (such as RFID tags or GPS tags that may be attached to Customer's assets) and equipment (such as tag readers and communication systems that may be installed within Customer's facilities or other locations). "Lasso Hardware" shall mean Hardware that is designed, developed, manufactured or otherwise considered proprietary by Lasso. The Service may also require certain software components ("Software") that may include, but shall not be limited to, the following: web-native software, application software, database software, device firmware, device middleware, browser based software, etc.
8. Data Transmission for Lasso Hardware: Customer acknowledges that all Lasso Hardware will transmit data in proprietary device message protocol formats ("Lasso Proprietary Formats"), and that such transmission of data, including the underlying satellite network communications, must be provided by Lasso, with any fees associated with such transmission to be included in the Subscription Fee. Notwithstanding the foregoing, Customer shall not be obligated to use Lasso Software with Lasso Hardware, and Customer may use its own or third party Software with Lasso Hardware. Nevertheless, Customer acknowledges that Lasso retains all rights to the Lasso Proprietary Formats, Lasso will not disclose any Lasso Proprietary Formats to Customer or any third party, and Customer agrees that it will not attempt to access, obtain or otherwise make any unauthorized use of any Lasso Proprietary Formats. Any attempt by Customer to access, obtain or make unauthorized use of any Lasso Proprietary Formats (other than as specifically contemplated herein) shall be a material breach of this Agreement and shall entitle Lasso to immediately terminate this Agreement and pursue all remedies available to Lasso, including, but not limited to, injunctive and other equitable relief. If Customer accidently receives any Lasso Proprietary Formats, Customer will immediately notify Lasso of such receipt and immediately return any such Lasso Proprietary Formats to Lasso.
9. Software License Grant: Software provided to Customer for use in connection with the Services is licensed to Customer and not sold. Lasso grants to Customer a non-transferable, non-exclusive license to use, display, and print the Software during the Term of this Agreement. Unless otherwise agreed in writing, Customer may provide access to Software to its end-users solely for use in connection with the Services only for purposes relating to Customer's business and not for redistribution, remarketing, or any other use. Customer acknowledges that Lasso may modify the Software at any time for any reason.
10. Software Ownership: Lasso retains all right, title, and interest in and to the Software in all forms, including all modifications, customizations, and derivative works thereof, including all worldwide rights to patents, copyrights, trademarks, and trade secrets in or relating to the Software. Other than the license granted under Section 9, Customer is not acquiring any right, title, or interest of any nature whatsoever in any Software or derivative works thereof. Any rights not expressly granted herein are reserved to Lasso.
11. No Reverse-Engineer / Non-Compete: Customer shall not (a) attempt to reverse engineer, decompile, disassemble, or attempt to derive the source code of the Software or Lasso Proprietary Formats or any portion thereof, or otherwise derive its source code or Lasso Proprietary Formats; (b) modify, port, translate, localize, or create derivative works of the Software or Lasso Proprietary Formats; (c) disclose the results of any performance tests or qualitative analysis on the Software to any third party without the prior written consent of Lasso, (d) provide access to Software or Lasso Proprietary Formats to parties that could reasonably be considered to be direct competitors to Lasso, or (e) directly or indirectly attempt to develop or market a product that is similar to the Service in terms of features, functions, navigation, or general design.
12. Software License and Maintenance Fees: Unless otherwise agreed, Lasso does not charge Software license and maintenance fees. All Software license and maintenance fees are included in the Service Subscription Fees.
13. Service Levels: Web and data services provided by Lasso will generally be available 99.5% of the time as measured by Lasso on a monthly basis (the "Service Level"). Lasso will use commercially reasonable efforts to maintain the Service Level. In the event that Lasso is unable to provide the Service Level for a period of two consecutive months, Customer may cancel the affected Service, without penalty, provided that Lasso is notified in writing one month in advance and that Lasso has been provided the opportunity to provide a reasonable remedy. The Service Level described in this Section 13 only covers Software and Lasso web-based systems and excludes downtime caused by the following: routine scheduled maintenance, hardware related failures outside of the conditions covered under any hardware warranty, communication and satellite and/or cellular networking issues, and Force Majeure Events (as defined in Section 20 below).
14. Hardware Warranty / Maintenance: (a) For any Hardware purchased by Customer and for which Lasso does not provide hardware maintenance services pursuant to the terms of the relevant Quote, this Section 14(a) shall apply. Subject to the limitations set forth in this Agreement, Lasso warrants that for one year from that date that title passes to Customer pursuant to Section 5 for such Hardware (the "Warranty Period"), Hardware provided with the Service or purchased from Lasso will be free of defects in materials and workmanship when installed, operated, and serviced in strict accordance with Lasso's and the manufacturer's requirements. If: (a) Hardware fails to operate because of a defect in materials or workmanship within the Warranty Period; (b) the failed Hardware is actively subscribed to the Service; and (c) Customer's account is in good standing, Lasso will, at its sole option and at no charge to Customer, repair or send a replacement for the Hardware or arrange for the Hardware's repair or sending of a replacement. Customer is responsible for removal and replacement of failed Hardware at its own cost and shall return failed Hardware to Lasso at Customer's own cost within 30 days of Lasso's determination to repair or send a replacement of such failed Hardware or Lasso will charge Customer the full price of the replacement. THE WARRANTY SET FORTH ABOVE DOES NOT COVER (1) HARDWARE THAT HAS BEEN TAMPERED WITH OR SERVICED WITHOUT LASSO'S AUTHORIZATION; (2) HARDWARE THAT HAS BEEN LOST OR STOLEN; (3) HARDWARE THAT IS DESIGNED TO BE CONSUMABLE, INCLUDING, BUT NOT LIMITED TO, BATTERIES OR NON-SERVICABLE ACTIVE RFID TAGS; OR (4) HARDWARE SUBJECTED TO ABUSE, MISUSE, NEGLECT, OR HOSTILE OPERATING ENVIRONMENTS. (b) For any Hardware purchased by Customer for which Lasso provides hardware maintenance services pursuant to the terms of the relevant Quote, this Section 14(b) shall apply. For so long as Lasso provides hardware maintenance services pursuant to the terms of the relevant Quote and this Section 14(b), Lasso will repair or replace failed Hardware or arrange for such Hardware's repair or the sending of replacement Hardware (with new, refurbished or remanufactured Hardware or otherwise) free of charge, provided that Lasso will not repair or send a replacement free of charge (1) HARDWARE THAT HAS BEEN TAMPERED WITH OR SERVICED WITHOUT LASSO'S AUTHORIZATION; (2) HARDWARE THAT HAS BEEN LOST OR STOLEN; OR (3) HARDWARE SUBJECTED TO ABUSE, MISUSE, NEGLECT, OR HOSTILE OPERATING ENVIRONMENTS. Customer is responsible for removal and replacement of failed Hardware at its cost and shall return failed Hardware to Lasso at its cost within 30 days of Lasso's determination to repair or send a replacement of such failed Hardware or Lasso will charge Customer the full price of the replacement.
15. Customer Data: Lasso does not own any data, information, or material that Customer submits, or a third party submits on behalf of the Customer, to the Service in the course of using the Service ("Customer Data"). Customer, not Lasso, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and Lasso shall not be responsible or liable for the deletion, correction, destruction, damage, loss, or failure to store any Customer Data. Lasso will not disclose, distribute, sell, share, rent, or otherwise transfer any Customer Data to any third party, except as approved in writing by Customer or otherwise compelled to do so under applicable law. One data archive is available per year free of charge upon Customer request. In the event that Service is terminated, Lasso will make available to Customer a file of the Customer Data within 30 days of termination upon Customer's written request.
16. Field Services: Lasso may provide professional services in the field to assist Customer with installation or deployment of Hardware ("Field Services"). Such Field Services are contingent upon Customer's ability to provide (a) access during established time frames to all Customer assets that will be affixed with Hardware, (b) assurance that all Customer assets that will be affixed with Hardware are in proper working condition, (c) suitable and safe work spaces for Lasso personnel that are shielded from the elements (preferably indoors or under cover), and (d) suitable temporary storage for Hardware and accessories and equipment brought on site by Lasso personnel. Customer acknowledges that (a) Field Services may include drilling, taping, welding, the use of chemical adhesives, or other methods that may have an adverse effect on Customer's assets, (b) Lasso is not able to ascertain the effect the Field Services may have on Customer's assets, and (c) Customer is responsible for providing direction to, and overseeing, Lasso personnel at Customer site(s) to ensure there is no damage to Customer's assets.
17. Limited Liability: LASSO SHALL NOT HAVE ANY LIABILITY TO CUSTOMER OR TO ANY OTHER PERSON FOR CLAIMS, LOSSES, OR DAMAGES ARISING OUT OF THIS AGREEMENT IN EXCESS OF THE SUBSCRIPTION FEES ACTUALLY RECEIVED BY LASSO DURING THE PRECEDING SIX MONTHS FROM CUSTOMER. IN NO EVENT SHALL LASSO BE LIABLE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFIT, REVENUE OR DATA, OR BUSINESS INTERRUPTION) ARISING OUT OF OR PERTAINING TO THE SUBJECT MATTER OF THIS AGREEMENT.
18. Indemnification: (a) Lasso shall indemnify, defend, and hold harmless Customer and its subsidiaries, and their directors, officers, agents, and employees (the "Indemnified Parties") for, from, and against any and all claims, demands, suits, costs of defense, attorneys' fees, losses, damages, expenses, and liabilities brought or asserted by a third party against the Indemnified Parties for injury to or death of any person or persons, including but not limited to employees of Customer or of Lasso or its subcontractors, or damage to third party property, including, but not limited to, property of subcontractors, to the extent arising from any gross negligence or willful misconduct on the part of Lasso, any subcontractor of Lasso, or any of the directors, officers, partners, agents, or employees of Lasso, or of its subcontractors. Lasso's indemnification obligations shall extend only to the extent of Lasso's gross negligence and no further, and shall be reduced by the percentage of fault attributable to any third party, or to the Indemnified Parties. For purposes of this Section 18, the term "third parties" shall include agents, employees, and representatives of Customer, Lasso and any subcontractor of Lasso. (b) Customer shall indemnify, defend, and hold harmless Lasso and its subsidiaries, and their directors, officers, agents, and employees (the "Indemnified Parties") for, from, and against any and all claims, demands, suits, costs of defense, attorneys' fees, losses, damages, expenses, and liabilities brought or asserted by a third party against the Indemnified Parties for injury to or death of any person or persons, including but not limited to employees of Lasso or of Customer or its subcontractors, or damage to third party property, including, but not limited to, property of subcontractors, to the extent arising from any gross negligence or willful misconduct on the part of Customer, any subcontractor of Customer, or any of the directors, officers, partners, agents, or employees of Customer, or of its subcontractors. Customer's indemnification obligations shall extend only to the extent of Customer's gross negligence, and no further, and shall be reduced by the percentage of fault attributable to any third Party, or to the Indemnified Parties. For purposes of this Section 18, the term "third parties" shall include agents, employees, and representatives of Customer, Customer and any subcontractor of Customer.
19. Communications & Networks: Lasso shall not be liable for interruptions in, or interference with, third party telecommunications carriers' cellular, satellite, terrestrial, or other transmissions over which it has no control, including, but not limited to, transmission limitations errors caused by network congestions, weather, atmospheric conditions (such as space debris, solar flares, and other atmospheric anomalies or disturbances), magnetic interference, terrain, structures, localized "gaps" in telecommunications network coverage, civil disturbances, Force Majeure Events (as defined in Section 20 below), or other natural or manmade conditions over which Lasso has no control. Lasso is not responsible for issues related to the condition of Customer's computers, equipment, communications networks, the internet, or other public networks.
20. Force Majeure: Neither party shall be liable for failure to perform its obligations hereunder if such non-performance is attributable to an act of God, war, terrorism, power outage, supply shortages, fire, or other casualty, acts of any governmental body, or other conditions beyond the non-performing party's reasonable control (collectively, "Force Majeure Events"), but only for the time and to the extent such non-performance is occasioned by such an event.