Last Updated April 15, 2019

This website, its content, design, and other components are property of The Lotus Group of Companies and its affiliates, including but not limited to, Dealer Services 2.0 LLC, Smartlytics Innovations Pvt Ltd, Lotus Analytics, Lotus Innovations, Centraverse Technologies, and Lotus-Logic, hereby referred to as “Lotus”.

The following are the terms and conditions for use of Lotus Systems hosted software product and service, downloadable components and documentation (collectively “the Product”, “the Data”, “the Service”, “the Services”, or “Lotus Services”) between Lotus (collectively “Lotus”, “Lotus Systems”, “we”, “us”, “our”) and you (either an individual or a legal entity that you represent as an authorized employee or agent). If you are entering into this Agreement on behalf of your company, the terms “You”, “Your”, and “Member” in this Agreement means your company and all its employees.

PLEASE READ THIS AGREEMENT CAREFULLY. BY (I) CLICKING A BOX INDICATING YOUR ACCEPTANCE; OR (II) BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT; OR (III) BY DIGITALLY OR MANUALLY SIGNING THIS AGREEMENT, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MAY NOT USE THE PRODUCT OR SERVICE.

We reserve the right, at any time, to modify, alter, or update the terms and conditions of this agreement and those referenced herein without prior notice, unless otherwise stated. Modifications shall become effective immediately upon being posted to the Lotus System, unless otherwise stated. Your continued use of the Service after amendments are posted constitutes an acknowledgement and acceptance of the Agreement and its modifications. Except as provided in this paragraph, this Agreement may not be amended.

DESCRIPTION OF SERVICE

Lotus is providing you with a variety of Services, depending on the scope of work and subscription level of the Service provided by Lotus. You must provide (1) all equipment necessary for your own Internet connection, including computer and modem and (2) provide for your access to the Internet, and (3) pay any fees relate with such connection.

COPYRIGHT AND TRADEMARK INFORMATION

All content included or available on this site, including site design, text, graphics, interfaces, and the selection and arrangements thereof is property of The Lotus Group, with all rights reserved, or is the property of Lotus’ affiliates, and/or third parties protected by intellectual property rights. Any use of materials on the website, including reproduction for purposes other than those noted above, modification, distribution, or replication, any form of data extraction or data mining, or other commercial exploitation of any kind, without prior written permission of an authorized officer of Lotus is strictly prohibited. You agree that you will not use any robot, spider, or other automatic device, or manual process to monitor or copy our web pages or the content contained therein without prior written permission of an authorized officer of Lotus.

The Lotus Group, Lotus Analytics, Lotus Intelligence, Lotus-Logic, Smartlytics, Centraverse Technologies, and other Lotus products and or names of services are proprietary marks of Lotus. Lotus’ logos, trademarks, or other proprietary content may not be used in connection with any product or service without prior written permission of an authorized officer of Lotus.

All other trademarks displayed on Lotus’ products are the trademarks of their respective owners and constitute neither an endorsement nor a recommendation of those Vendors. In addition, such use of trademarks or links to the web sites of Vendors is not intended to imply, directly or indirectly, that those Vendors endorse or have any affiliation with Lotus.

CONFIDENTIAL AND PROPRIETARY INFORMATION

By accessing or using Lotus’ Products or Services, you may have access to, and acquire knowledge from discussions with Lotus, or any of their personnel, agents, contractors or representatives, and from material, data, systems and other information of or with respect to Lotus which may not be accessible or known to the general public, including, but not limited to, any Lotus, information concerning hardware, software, designs, drawings, specifications, techniques, processes, procedures, data, research, development, future projects, products or services, projects, products or services under consideration, content under development, business plans or opportunities, business strategies, contracts, relationships, finances, costs, customers or employees and other third party proprietary or confidential information that Lotus treats as confidential, including all nonpublic, confidential or proprietary information pertaining to the Licensor Product and Services (“Lotus Confidential Information”).

Lotus Confidential Information and Other Confidential Information shall be collectively defined as “Confidential Information”, or “Proprietary Information.” All Confidential Information and any knowledge acquired by You from any discussions, materials, data, systems, information or otherwise through the provision of the Product and Services hereunder shall be held in confidence and shall not be used other than for the limited purpose of providing the Product and Services under this Agreement (including disclosure to third parties) or used, published or divulged by either party in connection with any products sold or services rendered by either party to any other person, firm or corporation, in any advertising or promotion regarding any party or its products or services, or in any other manner or connection whatsoever without first having obtained the prior written permission from an authorized officer of Lotus, which permission may be withheld by such party in its sole discretion.

You retain all right, title and interest to all the data that you, your employees or your app end users upload or submit to your account in the course of using the Service “Customer Data”. You, not Lotus Systems, shall have sole responsibility for the accuracy, quality, integrity, legality, deletion, correction, reliability, appropriateness, and intellectual property ownership or right to use the uploaded, submitted or exported Customer Data, and Lotus Systems shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data, or any use or export of such Customer Data from your Lotus Systems account. Lotus reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including non-payment or unlawful use of the Services, however this right shall not infringe upon a data subject’s right under any applicable data protection laws. Upon termination for cause, your right to access or use Customer Data immediately ceases, and Lotus Systems shall have no obligation to maintain or forward any Customer Data.

Lotus Systems shall own all rights, title and interest in and to all intellectual property rights in the Service and software, and transactional and performance data. The license granted to You does not convey any rights in the Service, express or implied, or ownership in the Service or any intellectual property rights thereto. Any rights not expressly granted herein are reserved by Lotus Systems.

YOUR DATA PROTECTION RESPONSIBILITIES

You understand that Lotus Systems offers a platform that provides many features, which vary by subscription, type, and edition. However, it is the responsibility of You and Your personnel who use the Services, to use the Product in accordance with security best practices and applicable data protection laws. It is Your responsibility to ensure that Your personnel are properly trained in the use of these features and follow all applicable data protection laws, data management security best practices, and your company’s policies. You hereby acknowledge that You and Your personnel could intentionally or inadvertently expose Your data to unauthorized users if proper practices and procedures are not followed. Further, You alone shall be responsible and liable for any unauthorized or unintentional data disclosure that may occur from the acts, omissions, or negligence of You, Your personnel or the end user.

MISUSE OF CONFIDENTIAL AND PROPRIETARY INFORMATION

In the event You become aware of, or has reasonable grounds to suspect, any unauthorized acquisition, retention or disclosure, misappropriation or misuse of any Confidential Information by any person or entity, such party shall immediately notify Lotus’ Office of Data Security at “datasecurity@lotusus.com”, and, in the event of legal action brought by a party in connection therewith, You agree that You will cooperate and provide such assistance as may be reasonably necessary to enable Lotus to successfully prosecute such legal action.

You agree to promptly inform Louts’ Office of Data Security at “datasecurity@lotusus.com”, of any known or reasonably suspected loss, misuse, or unauthorized access, destruction, deletion, modification, or other compromise, including a penetration of Your, or Lotus’: network, computer resources, including those that occur with respect to any Lotus Data or Your Data (collectively, “Security Breach”) by notifying Lotus’ Office of Data Security immediately, and shall cooperate with Lotus’ investigation and remediation of any such occurrence, if Louts is affected. Under no circumstances shall You send notice concerning a Security Breach to any third-party without also providing a written notice to Lotus. To the extent that a Security Breach results directly from intentional misconduct, fraud or gross negligence, You shall reimburse Lotus for all reasonable investigation, remediation, forensic and legal costs and any related damages, losses, judgments, settlements, liabilities, awards, fines, penalties, costs and expenses incurred in connection with such Security Breach.

LICENSE

For the term of the Agreement, Lotus Systems grants to You a limited, non-transferable, non-exclusive right to access and use its proprietary, commercially available Service for Your internal business use. The Service is made available to You as a hosted service. We host and retain physical control over the software and only make it available for access and use by You and Your end users over the Internet. Nothing in this Agreement obligates Lotus Systems to deliver or make available any copies of computer programs or code from the software to You. You may not rent, lease, distribute, or resell the Service, or use the Service as the basis for developing a competitive solution (or contract with a third party to do so), or remove or alter any of the logos, branding, trademark, patent or copyright notices, confidentiality or proprietary legends or other notices or markings that are on or in the Service.

TITLE

Lotus shall retain at all times the ownership of all right, title, and interest in and to the Service and/or Product and any related documentation and information, and all Intellectual Property Rights in all of the foregoing, and you shall acquire no rights therein except the License as expressly set forth in this Agreement. Further, Lotus shall retain all right and title to any and all capital improvements and intellectual property it utilizes or contributes as a part of performing the Services. You shall take no action which may adversely affect or impair Lotus’ ownership of the Service and/or Product or any related documentation or information, or the Intellectual Property Rights therein.

USAGE RULES

The Service is offered to you to help you with the operation of your business.
You may not access the Service if you are a direct competitor of Lotus Systems. You may not access the Service if you are assisting a direct competitor in any way. You may not permit any third-party access to the Service. You may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes. You may not, without Lotus’ prior written consent, allow any employee or consultant to perform any technical security integrity review, penetration test, load test, denial-of-service simulation or vulnerability scan.
While using or accessing the Service, You agree to: (i) not to violate any applicable law, (ii) not impersonate another Person, including, without limitation, a Lotus representative, or communicate under a false name, (iii) not attempt to “crack,” “hack,” “bomb,” manipulate or otherwise gain unauthorized access to other services and/or data to which You do not subscribe, Lotus’ servers, Lotus’ software or any areas of a service not intended for Your access.
Nothing in this Agreement shall be construed as giving You any right to, and You shall not, and shall not permit or assist any other party to, modify any of the Lotus Service or otherwise make copies of all or part of the Lotus Data onto any media. You agree that it shall not and shall not permit or assist any other party to, disassemble, decompile or reverse engineer all or any part of the Lotus Service. You shall not duplicate, transfer, sell, distribute or otherwise disclose Lotus’ Service to any other party.
You agree not to use the Service to: (i) conduct any business that is unlawful, (ii) infringe or otherwise violate a third party’s rights, (iii) collect information about third parties, without their express consent; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein, (v) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (vi) send or store infringing, obscene, pornographic, threatening, libelous, or otherwise unlawful or tortuous material, including material harmful to children or in violation of third party privacy rights; (vii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (viii); facilitate online real money gambling, real money games of skill or real money lotteries, including online real money casino, sports books, bingo, or poker, lotteries which in any way involves the collection and/or disbursement of gambling funds by and through Lotus’ platform; (ix) facilitate or support any pyramid or Ponzi schemes, matrix programs, other “get rich quick” schemes; (x) facilitate or participate in any phishing schemes; (xi) attempt to gain unauthorized access to the Service or its related systems or networks, or (xi) falsify the origin of an email by forging the sender address or email header.
Lotus reserves the right to disclose any information or materials as necessary to satisfy any applicable law, regulation, legal process or government request, or to edit, refuse to post or to remove any information or materials, in whole or in part, from the Service, at Lotus’ sole discretion, without any notice.
During the Term of this Agreement or upon Acceptance of this Agreement, whichever is later, and for a period of ten (10) years after the termination of this Agreement, You shall not, and shall not authorize any other Person to, (i) disclose any proprietary information about Lotus’ Product or Service, (ii) reproduce, sell, resell, commercially exploit, reverse engineer, re-create or modify any Licensor Product or any component thereof, or (iii) display, publish, disclose, distribute, broadcast or offer the Licensor Product to any subsequent third party for any purpose whatsoever. Lotus may, at its sole discretion, immediately terminate your service for violating these Usage Rules. You are liable for any harm and damages caused by your failure to comply with these terms.

FAIR USE

Some Lotus Systems plans do not impose fixed limits on the usage of certain resources such as Data Transfer. Our intention is to provide simple pricing plans that allow customers to enjoy our services with as much freedom and little concern as possible. These plans are suitable for the majority of our customers. When usage falls outside of what we consider “Fair Use”, You will be contacted by our staff to consider a more appropriate subscription or plan. Many factors determine Fair Use for any given account, such as the overall size of the account, length of the relationship, level of commitment, industry, geographic region, and customer engagement factors.

UPGRADES AND UPDATES

Lotus reserves the right to enhance, upgrade, or modify the Service with or without notice to you. At Lotus’ sole discretion some upgrade and updates may be made available to You free of charge and some other features and functionalities may require additional fees if you choose to use them.

MODIFICATIONS AND INTERRUPTION TO SERVICE

Lotus reserves the right to modify or discontinue the Service with or without notice to the Member. Lotus shall not be liable to you or any third party should Lotus exercise its right to modify or discontinue the Service. You acknowledge and accept that Lotus does not guarantee continuous, uninterrupted or secure access to our website and operation of our website may be interfered with or adversely affected by numerous factors or circumstances outside of our control.

THIRD-PARTY SITES

Our website may include links to other sites on the Internet that are owned and operated by online merchants and other third parties. You acknowledge that we are not responsible for the availability of, or the content located on or through, any third-party site. You should contact the site administrator or webmaster for those third-party sites if you have any concerns regarding such links or the content located on such sites. Your use of those third-party sites is subject to the terms of use and privacy policies of each site, and we are not responsible therein. We encourage you to review said privacy policies of third-parties’ sites.

DISCLAIMER REGARDING ACCURACY OF VENDOR INFORMATION

Some Product specifications or other information may be provided by Third Parties, Vendors or collected from publicly available sources. While we make every effort to ensure the information on this website is accurate, we can make no representations or warranties as to the accuracy or reliability of any information provided on this website.
Lotus makes no warranties or representations whatsoever with regard to any product provided or offered by any Vendor, and you acknowledge that any reliance on representations and warranties provided by any Vendor shall be at your own risk.

TERM, RENEWAL AND TERMINATION

Unless otherwise mutually agreed to by You and Lotus, the terms of this Agreement shall commence on the date of acceptance of these terms. This agreement renews automatically for another term of equal length at the end of each term, unless it is previously terminated by either party with a prior sixty (60) days written notice for cancellation. Lotus may terminate this Agreement immediately with written notice in the event of a material breach of the terms set forth herein.
Cancellations that occur in the middle of a payment term (monthly, quarterly, yearly, or other depending on Your payment term) will be made effective on the cancellation date. Accounts will not receive refunds for prepayment. You will be charged for the billing period in which you terminate your account according to the terms of this agreement.
Upon the expiration or termination of the Agreement You will cease to use the Service and remove all references to Lotus Systems from Your websites.

TERMINATION OR SUSPENSION DUE TO HARM

Lotus may terminate or suspend Your account if it reasonably concludes that the activity of Your account is unlawful or causes immediate harm to Lotus and/or others. If we terminate or suspend Your access to the Service, we will use commercially reasonable efforts to notify you and to resolve the issues causing the termination or suspension of Service. Lotus shall not be liable to You nor to any third party for any termination or suspension of the Service under such circumstances. It is Your responsibility to ensure that the contact information in your account is accurate for reaching You or Your representative.

FEES

As identified on the Louts website, or as billed to You by Louts, in consideration of the use of Lotus Systems, You shall pay to Lotus during the Term a fee as assigned to each Product or Service. In addition to the foregoing, and as a separate fee, You may be required to pay to Lotus a one-time, non-refundable implementation/set-up fee with respect to the Product and the Services, which will communicated to you separately by Lotus. Lotus is not required to provide any license or service until all applicable fees have been received in full. If activities do not begin by the date(s) described on the Exhibits herein, Lotus may delay billing until the Service begins. However, in the event Lotus is unable to obtain data from You required to perform the activities, we shall not delay billing any fees.
Fees and any other charges for the use of the Service and for any add-ons and overages are described on the Lotus Services Agreement or Lotus website. They may change from time to time. If we change them, we will give you at least ten (10) days’ notice. If they do change, your continued use of the Service after the effective date indicates your agreement with the new fees and charges.

LATE PAYMENT

Unless otherwise stated on the Lotus Services Agreement, (i) all service fees are billed in advance, (ii) overage fees are billed monthly arrears, (iii) all fees shall be paid in United States dollars, (iv) Lotus shall invoice You on or about the first day of each month with respect to the fees (v) all fees shall be payable within seven (7) days of the date of invoice, (vi) all fees not paid within seven (7) days shall be subject to a monthly service charge of six percent (6%) per month on any unpaid balance, (vi) Lotus reserves the right to withhold the use of all Products or Services from You at any time that Your account is delinquent in making payments hereunder by more than thirty (30) days, which right shall be in addition to any other rights and remedies of Lotus under this Agreement or applicable law. Lotus shall be paid its compensation without any deductions made whatsoever for state or federal taxes of any kind.
If undisputed amounts are not paid within thirty (30) days Your account is automatically suspended. Suspended accounts including their data and applications are automatically deleted thirty (30) days after suspension. Reactivation of a suspended account requires the payment of all past due invoice, any late fees, and any reactivation fees.
You must notify Lotus within fifteen (15) days of the end of a billing cycle regarding any amount in dispute and must include reasonable detail regarding such dispute.

TAXES

You shall be responsible for and shall pay any and all applicable taxes or charges imposed by any government entity, including but not limited to, personal income tax, social security and/or welfare obligations, sales tax, value added tax, and use tax if applicable. You nor Lotus shall be responsible to determine on behalf of the other party to collect, report, or remit any such taxes on behalf of the other party. Each party shall be responsible for its own taxes based on its own net income, employment taxes of its own employees, and for taxes on any property it owns or leases.

WARRANTIES

Lotus represents and warrants that Lotus has all rights necessary to grant to You the rights set forth in this Agreement.

DISCLAIMER OF WARRANTIES

LOTUS PRODUCTS, SERVICES, AND SYSTEMS ARE PROVIDED BY LOTUS ON AN “AS IS” AND ON AN “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, LOTUS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE USE OR THE RESULTS OF THIS WEB SITE IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. LOTUS SHALL HAVE NO LIABILITY FOR ANY INTERRUPTIONS IN THE USE OF THIS WEBSITE. LOTUS DISCLAIMS ALL WARRANTIES WITH REGARD TO THE INFORMATION PROVIDED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES; THEREFORE, THE ABOVE-REFERENCED EXCLUSION IS INAPPLICABLE.

LIMITATION OF LIABILITY

NEITHER LOTUS NOR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION, OR DELIVERY OF THE SERVICES SHALL IN ANY EVENT WHATSOEVER BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, PUNITIVE OR INCIDENTAL DAMAGES SHALL NOT BE LIABLE FOR ANY DAMAGES WHATSOEVER, AND IN PARTICULAR LOTUS SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOSS OF REVENUE, OR LOSS OF USE, ARISING OUT OF OR RELATED TO THIS WEB SITE OR THE INFORMATION CONTAINED IN IT, WHETHER SUCH DAMAGES ARISE IN CONTRACT, NEGLIGENCE, TORT, UNDER STATUTE, IN EQUITY, AT LAW, OR OTHERWISE, EVEN IF LOTUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, THEREFORE SOME OF THE ABOVE LIMITATIONS IS INAPPLICABLE.

INDEMNIFICATION

You shall indemnify, hold harmless and defend Lotus, at your expense, against any and all third-party claims, actions, proceedings, and suits brought against Lotus Systems or any of its officers, directors, employees, agents or affiliates, and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, without limitation, reasonable attorneys’ fees and other litigation expenses) incurred by Lotus or any of its officers, directors, employees, agents or affiliates, arising out of or relating to (i) your use of the Services to serve applications and data to your end users, or (ii) your breach of this Agreement, (iii) your negligence or willful misconduct in connection with the Service, or (iv) your violations of applicable law in connection with the Services.

COMPLIANCE WITH LAWS

You assume all knowledge of applicable law and is responsible for compliance with any such laws. You may not use the Service in any way that violates applicable state, federal, or international laws, regulations or other government requirements. You further agree not to transmit any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national, or international law or regulation.
Should you wish to use the Services in such a way to make you and your application(s) subject to other industry-specific regulations, you will be solely responsible for compliance with such regulations. Further, you may not use the Services in such a way that would subject Lotus to those regulations without obtaining Lotus’ prior written agreement. For example, you may not use the Services to collect, protect, or otherwise handle “Protected Health Information” (as defined in 45 C.F.R. §160.103 under United States federal regulations) without entering into a separate Business Associate Agreement (BAA) with Lotus Systems and subscribing to a HIPAA-enabled service plan. To request a BAA or HIPAA-enabled service plan, contact Lotus Systems.
Lotus does not, and will not provide You with any legal advice, directly or implied, regarding compliance with data privacy or other relevant laws, rules or regulations in the jurisdictions in which You use the Service (“Laws”). You understand that the Service can be configured and used in ways that do and do not comply with Laws and it is Your sole responsibility to monitor its compliance and Your employee’s compliance with all relevant Laws.

GOVERNING JURISDICTION OF THE COURTS OF NEW YORK, USA

The laws of the State of New York shall govern this Agreement and if any provision herein is invalidated by Court or arbitrator, such invalidation will not affect any other provision of this Agreement. This Agreement shall be governed by, and interpreted and construed in accordance with, the laws of the State of New York without reference of choice of law principles thereof. You hereby irrevocably and unconditionally: (i) consents and submits for itself and its property in any action relating to this Agreement, or for recognition and enforcement of any judgment in respect thereof, to the exclusive jurisdiction of the federal and state courts located within New York and even if You are not an entity in the United States; (ii) consents that any such action or proceeding may be brought in such courts, and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to Contractor at its address set forth above; and (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law.

SEVERABILITY AND WAIVER

The waiver by either party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach. If any provision, or part thereof, of this Agreement shall be held to be invalid or unenforceable, such invalidity or unenforceability shall attach only to such provision and not in any way affect or render invalid or unenforceable any other provisions of this Agreement, and this Agreement shall be carried out as if such invalid or unenforceable provision, or part thereof, had been reformed, and any court of competent jurisdiction or arbiters, as the case may be, are authorized to so reform such invalid or unenforceable provision, or part thereof, so that it would be valid, legal and enforceable to the fullest extent permitted by applicable law.

FORCE MAJEURE

Louts shall not bear any responsibility or liability for any losses arising out of any delay in or interruption of its performance of its obligations under this Agreement, due to any act of God or act of a governmental authority, or due to war, riot, fire, flood, civil commotion, insurrection, terrorism, labor difficulty (including, without limitation, any strike or other work stoppage or slowdown), severe or adverse weather conditions or other cause beyond the reasonable control of the party so affected, provided that such party had exercised such due diligence as the circumstances reasonably required.

U.S. GOVERNMENT USE

If the use of the Service is being acquired by or on behalf of the U.S. Government or by a U.S. Government prime contractor or subcontractor (at any tier), in accordance with 48 C.F.R. 227.7202-4 (for Department of Defense (DOD) acquisitions) and 48 C.F.R. 2.101 and 12.212 (for non-DOD acquisitions), the Government’s rights in the Software, including its rights to use, modify, reproduce, release, perform, display or disclose the Software or Documentation, shall be subject in all respects to the commercial license rights and restrictions provided in this Agreement.

ASSIGNMENT; CHANGE IN CONTROL

This Agreement may be assigned by Lotus to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any actual or proposed change in control of You that results or would result in a direct competitor of Lotus directly or indirectly owning or controlling 50% or more of You shall entitle Lotus to terminate this Agreement for cause immediately upon written notice.

COUNTERPARTS; SIGNATURES

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. Signature pages may be executed by “wet” signature (i.e., using pen and paper) or by electronic signature via your digital Acceptance of these Terms of Use. Your Acceptance will be stored on file with Lotus. You may request a copy of your Acceptance by accessing your account online, or by sending a written request to Lotus.

NOTICES AND SERVICE OF PROCESS

Lotus may notify you via postings on its websites, or by the address or email as provided in your account. You may contact Lotus at the address below or by email at info@lotusus.com.
Address:
The Lotus Group
101 River Street
Warrensburg, NY 12885
Additionally, Lotus accepts service of process at this address. Any notices that you provide without compliance with this section on Notices shall have no legal effect.