Terms of Service
Terms of Service.
These Terms of Service govern your use of the Laddr platform. By accessing or using the Service, you accept these Terms and represent that you have authority to bind the entity on whose behalf you are accepting them.
These Terms of Service (the "Terms") constitute a legally binding agreement between LADDR, LLC, an Arizona limited liability company having its principal place of business at 14747 N Northsight Blvd., Suite 111-467, Scottsdale, Arizona 85260 ("Laddr," "we," "us," or "our"), and the entity or person identified in the Order Form, account-creation form, or other ordering document referencing these Terms ("Customer," "you," or "your"). By executing an Order Form, by clicking "I Agree" or similar affirmative assent, or by accessing or using the Service, Customer accepts these Terms and represents and warrants that the individual accepting these Terms on Customer's behalf is at least eighteen (18) years of age and has the authority to bind Customer. If Customer does not so agree, Customer shall not access or use the Service.
01
Acceptance and order of precedence
These Terms, together with each Order Form, the Acceptable Use Policy set forth herein, the Privacy Policy referenced herein, and (where executed) the Data Processing Addendum, constitute the entire agreement (the "Agreement") between the parties with respect to the Service.
In the event of conflict among the foregoing, the documents shall control in the following order of precedence: (a) the executed Order Form (for the matters expressly addressed therein); (b) the Data Processing Addendum (for matters of Personal Information Processing); (c) these Terms; (d) the Acceptable Use Policy; and (e) the Privacy Policy.
02
Definitions
The following capitalized terms have the meanings set forth below. Other capitalized terms used in these Terms have the meanings given to them where they first appear.
- "Affiliate" means, with respect to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with such party, where "control" means the ownership of more than fifty percent (50%) of the voting securities or equivalent equity interests.
- "Authorized User" means an individual employee, contractor, or agent of Customer who is authorized by Customer to access and use the Service in furtherance of Customer's business and to whom Customer has issued a unique user credential.
- "Customer Data" means all data, content, and information submitted to, generated by, or Processed through the Service by or on behalf of Customer, including call audio, call transcripts, chat transcripts, voicemail recordings, SMS content, email content, lead records, contact records, appointment data, review submissions, and account-configuration data. Customer Data excludes Service Data.
- "Documentation" means the technical and end-user documentation for the Service made available by Laddr at useladdr.com/docs or successor URL.
- "End User" means a natural person who communicates with Customer through the Service, including callers, chat-widget visitors, SMS recipients, and email recipients.
- "Order Form" means an ordering document, including a self-service checkout record produced by the Service, that identifies the Subscription Plan, term, fees, and any Customer-specific terms agreed by the parties.
- "Personal Information" has the meaning set forth in the Privacy Policy.
- "Service" means the Laddr software-as-a-service platform, including LARA, Pulse, Boost, and such other features, modules, and ancillary services as Laddr makes generally available from time to time, together with the Documentation.
- "Service Data" means data generated by Laddr regarding the operation, performance, and use of the Service, including telemetry, logs, usage statistics, error reports, and aggregated and de-identified analytics, and excludes Customer Data.
- "Subscription Plan" means the tier of Service identified on the Order Form.
- "Subscription Term" means the initial term and each renewal term set forth in the Order Form.
03
Provisioning of the Service
Subject to the terms and conditions of the Agreement and Customer's payment of the applicable fees, Laddr grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable right during the Subscription Term to access and use the Service solely for Customer's internal business purposes and solely in accordance with the Documentation. Laddr reserves all rights not expressly granted to Customer in the Agreement. No implied licenses are granted.
04
Customer accounts and Authorized Users
Customer is responsible for:
- The security of its accounts and credentials, including all activity occurring under any Authorized User's credentials;
- Ensuring that each Authorized User complies with the Agreement;
- Promptly notifying Laddr of any actual or suspected unauthorized access; and
- Maintaining the accuracy of its account information.
Each user credential is for a single Authorized User and shall not be shared or used concurrently by more than one individual.
05
Customer Data; license grant; ownership
As between the parties, Customer retains all right, title, and interest in and to Customer Data. Customer hereby grants to Laddr a worldwide, non-exclusive, royalty-free license to host, copy, transmit, display, process, and create derivative works of Customer Data solely:
- To provide, operate, maintain, and support the Service for Customer;
- To develop, debug, and improve the Service in a manner consistent with the Privacy Policy and the section titled "Artificial intelligence; no training without opt-in" below;
- To comply with applicable law and legal process; and
- To enforce the Agreement.
The foregoing license shall survive termination of the Agreement only to the extent and for so long as is necessary to comply with applicable law or to enforce the Agreement.
06
Artificial intelligence; no training without opt-in
Laddr will not use Customer Data to train, fine-tune, or otherwise improve any foundation model, large language model, or other artificial-intelligence or machine-learning model owned by Laddr or any third party, except (a) where Customer expressly opts in through a control made available in the Service, or (b) for the limited purpose of de-identified product analytics and security telemetry.
Outputs generated by artificial-intelligence components of the Service ("AI Output") are produced by probabilistic models and may contain errors, omissions, or inaccuracies. Customer acknowledges that AI Output is not a substitute for professional judgment, that AI Output shall not be relied upon for advice (legal, medical, financial, or otherwise), and that Customer is solely responsible for the use, distribution, and verification of AI Output. Laddr makes no representation that AI Output is unique, non-infringing, or factually correct.
07
Customer responsibilities; required disclosures to End Users
Customer represents, warrants, and covenants on a continuing basis as follows.
Authority
Customer has full power and authority to enter into the Agreement and to authorize Laddr's Processing of Customer Data as contemplated herein.
Required consents: call recording
Where the Service is configured to record or monitor inbound or outbound telephone calls, Customer has obtained, or will obtain prior to such recording or monitoring, all consents and provided all disclosures required by the Federal Wiretap Act, 18 U.S.C. § 2510 et seq., the California Invasion of Privacy Act, California Penal Code §§ 630-638, and any other applicable federal, state, or local wiretap, eavesdropping, or call-recording statute, including in two-party-consent jurisdictions. Customer shall not disable any recording-disclosure functionality made available by the Service where such disclosure is legally required.
Required consents: SMS and voice origination
With respect to each outbound SMS message, MMS message, prerecorded voice call, or autodialed voice call originated through the Service to an End User, Customer has obtained the prior express consent (or, for messages constituting telemarketing, the prior express written consent) of the recipient as required by the Telephone Consumer Protection Act, 47 U.S.C. § 227 and 47 C.F.R. § 64.1200, has registered the originating campaign and brand as required under the A2P 10DLC regime where applicable, and shall honor STOP, UNSUBSCRIBE, QUIT, CANCEL, END, and HELP keywords through the Service's opt-out functionality without circumvention.
Required consents: email
With respect to each outbound email originated through the Service, Customer is the "sender" within the meaning of the CAN-SPAM Act, 15 U.S.C. § 7701 et seq., and 16 C.F.R. Part 316, shall include a functioning opt-out mechanism, shall include a valid physical postal address, and shall not transmit unsolicited commercial email in violation of CAN-SPAM or analogous state law.
Review solicitation
Customer shall not use the Boost service or any other feature of the Service to solicit, generate, incentivize, or post fake, paid, fabricated, or undisclosed-incentive reviews in violation of Section 5 of the FTC Act, 15 U.S.C. § 45, the Federal Trade Commission's Endorsement Guides, 16 C.F.R. Part 255, or the Final Rule on Use of Consumer Reviews and Testimonials, 16 C.F.R. Part 465.
End User notice
Customer shall maintain a privacy notice on each digital property on which Customer deploys the Pulse widget or otherwise collects Personal Information through the Service, which notice shall accurately disclose Customer's use of the Service to collect and Process End User information.
Compliance with laws
Customer shall comply with all applicable laws and regulations in its use of the Service, including those identified above and including export-control laws and economic sanctions administered by the U.S. Office of Foreign Assets Control.
08
Restrictions
Customer shall not, and shall not permit any third party to:
- Access or use the Service except as expressly authorized in the Agreement;
- Sell, resell, rent, lease, license, sublicense, distribute, or otherwise make the Service available to any third party other than Authorized Users;
- Modify, translate, or create derivative works of the Service;
- Reverse engineer, disassemble, decompile, decode, or attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Service;
- Remove, alter, or obscure any proprietary notice, label, or mark of Laddr;
- Use the Service to develop a competing product or service or to benchmark its features or performance (other than for Customer's internal use and not for public disclosure);
- Circumvent or attempt to circumvent any access or use restriction, rate limit, or security measure of the Service;
- Use the Service to transmit material that is unlawful, infringing, defamatory, obscene, harassing, threatening, or otherwise objectionable, or that contains viruses, worms, time bombs, Trojan horses, or other harmful or malicious code;
- Use the Service to engage in activity that violates the Acceptable Use Policy; or
- Use the Service in a manner that violates applicable law.
09
Acceptable Use Policy
In addition to the restrictions above, Customer shall not use the Service to:
- Send spam, unsolicited commercial email, or unsolicited SMS in violation of CAN-SPAM, the Telephone Consumer Protection Act, or analogous state law;
- Impersonate any person or entity or misrepresent Customer's affiliation with any person or entity;
- Place or solicit calls or messages to numbers on the National Do Not Call Registry without an applicable exemption, or to numbers from which Customer has received a prior opt-out;
- Record calls in any jurisdiction without the consents required by applicable law;
- Collect, harvest, or scrape Personal Information of any natural person without that person's consent or other lawful basis;
- Post, generate, or distribute Customer-generated content that infringes the intellectual-property, publicity, or privacy rights of any third party;
- Operate a business engaged in the production or distribution of weapons, controlled substances (other than as authorized by applicable law), gambling, adult content, multi-level-marketing schemes, payday lending, debt collection by non-FDCPA-compliant means, or any other category that Laddr designates as a Restricted Industry in the Documentation; or
- Engage in any other activity that, in Laddr's reasonable judgment, exposes Laddr, its Affiliates, its other customers, or its End Users to risk of legal liability or service degradation.
Laddr may, but is not obligated to, monitor Customer's use of the Service for compliance with the foregoing, and may suspend access without prior notice in the case of a material breach or apparent emergency.
10
Fees, payment, taxes, and refunds
Fees
Customer shall pay the fees set forth in the Order Form, which may include a non-refundable one-time setup fee (the "Setup Fee") and a recurring subscription fee (the "Subscription Fee"). Subscription Fees are billed in advance on a monthly basis and are payable through the payment processor identified by Laddr (currently Stripe, Inc.). All fees are stated and payable in United States Dollars.
Auto-renewal
Each Subscription Term will automatically renew for successive periods of equal length unless either party gives notice of non-renewal not less than thirty (30) days prior to the end of the then-current term, or unless Customer cancels through the self-service billing portal as described below.
Taxes
Fees are exclusive of all sales, use, transaction-privilege, excise, value-added, withholding, and similar taxes, duties, and assessments, all of which shall be Customer's responsibility, other than taxes imposed on Laddr's net income.
Past-due amounts
Past-due amounts shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law. Laddr may, upon not less than ten (10) days' prior notice, suspend the Service for non-payment.
Cancellation
Customer may cancel its subscription at any time through the billing settings of the Service. Cancellation will take effect at the end of the then-current monthly billing period. No refunds will be issued for partial months, unused features, or pre-paid annual periods (where elected), except as required by applicable law or as expressly provided in the First-Booked-Job Guarantee below.
First-Booked-Job Guarantee
If, during the first thirty (30) days following Customer's initial paid Subscription Term, LARA fails to surface to Customer not less than one (1) qualified inbound contact that Customer would otherwise have missed, Customer may, upon written notice to billing@useladdr.com submitted within five (5) business days of the close of such thirty-day period, request a refund of the Setup Fee. Refund eligibility is determined in Laddr's reasonable, good-faith discretion based on call-log evidence. The Subscription Fee paid during such period is not eligible for refund under this guarantee. This guarantee is the sole and exclusive remedy with respect to the foregoing failure.
Price changes
Laddr may modify the fees applicable to renewal Subscription Terms upon not less than thirty (30) days' prior notice. Modified fees take effect at the next renewal.
11
Service levels
Laddr will use commercially reasonable efforts to make the Service available with a target monthly uptime of ninety-nine and five-tenths percent (99.5%) for Customers on any paid Subscription Plan, excluding scheduled maintenance, emergency maintenance, force majeure events, third-party failures outside Laddr's reasonable control (including failures of Vapi, Twilio, OpenAI, Anthropic, Supabase, Stripe, Resend, Vercel, Inngest, Sentry, or any other subprocessor), Customer-caused outages, and beta features.
Where Laddr fails to meet such target in a calendar month, Customer may, upon written claim submitted within thirty (30) days of the close of such month, receive a service credit equal to the percentage of the Subscription Fee applicable to such month as set forth in the Documentation. Service credits are Customer's sole and exclusive remedy for any failure of the Service to meet the target uptime.
12
Confidentiality
"Confidential Information" means any non-public information disclosed by a party (the "Disclosing Party") to the other (the "Receiving Party") that is identified as confidential or that, given its nature and the circumstances of disclosure, a reasonable person would understand to be confidential, including the Service's non-public features and roadmap, pricing not generally available, Customer Data, and security-related information.
Confidential Information does not include information that (a) is or becomes generally known without breach of the Agreement; (b) was known to the Receiving Party prior to disclosure; (c) was independently developed without reference to the Disclosing Party's Confidential Information; or (d) is received from a third party not under a duty of confidentiality.
The Receiving Party shall (i) use Confidential Information solely to perform under the Agreement; (ii) protect Confidential Information using not less than reasonable care; and (iii) limit access to those of its personnel and contractors with a need to know and under written obligations of confidentiality no less protective than this section. The Receiving Party may disclose Confidential Information to the extent required by applicable law or legal process, provided that, where legally permitted, it gives the Disclosing Party reasonable prior notice and cooperates with any motion to quash or protective order.
13
Intellectual property; feedback
As between the parties, Laddr retains all right, title, and interest in and to the Service, the Documentation, Service Data, the Laddr name and marks, and all improvements, derivative works, and feedback related thereto. No rights are granted to Customer other than as expressly set forth in the Agreement.
Customer hereby grants Laddr a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use, disclose, and exploit any suggestion, enhancement request, recommendation, or feedback provided by Customer or its Authorized Users regarding the Service ("Feedback") without any obligation to Customer.
14
Third-party services
The Service may interoperate with third-party services that are not provided by Laddr, including Google, Microsoft, Jobber, Housecall Pro, ServiceTitan, Slack, and Yelp. Customer's use of any third-party service is governed by the terms and privacy policies of the applicable third party. Laddr makes no representation or warranty with respect to any third-party service, and Laddr shall have no liability arising out of or relating to any third-party service, including failures, outages, suspension, or termination of such service.
15
Suspension; termination
Termination for convenience
Customer may terminate the Agreement by canceling its subscription as set forth in the Fees section above.
Termination for cause
Either party may terminate the Agreement upon written notice if the other party (a) materially breaches the Agreement and fails to cure within thirty (30) days following notice (or immediately, in the case of a breach incapable of cure or a breach of the sections titled "Customer responsibilities," "Restrictions," "Acceptable Use Policy," "Confidentiality," or "Intellectual property"); or (b) becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, or assignment for the benefit of creditors.
Suspension
Laddr may suspend Customer's access to the Service immediately upon notice if (a) Customer's account is more than fifteen (15) days past due; (b) Laddr reasonably believes Customer's use of the Service poses a security risk, may subject Laddr to liability, or violates the Agreement; or (c) suspension is required by law or by an order of a court or governmental authority.
Effect of termination
Upon termination or expiration of the Agreement, (a) all rights granted to Customer shall immediately cease; (b) Customer shall pay all fees accrued through the effective date of termination; and (c) for ninety (90) days following termination, Laddr will retain Customer Data in a state recoverable upon reactivation; thereafter, Customer Data will be purged from production systems in accordance with the Privacy Policy. The sections titled "Customer Data; license grant; ownership" (with respect to surviving licenses), "Fees, payment, taxes, and refunds" (with respect to past-due amounts and taxes), "Confidentiality," "Intellectual property; feedback," "Warranty disclaimers," "Limitation of liability," "Indemnification," "Governing law," "Notices," "Assignment," and "General provisions" shall survive termination.
16
Privacy; data processing
Laddr's collection, use, and disclosure of Personal Information is governed by the Privacy Policy, which is incorporated herein by reference. Where Customer's use of the Service involves the Processing of Personal Information of End Users for which Customer is the Business or Controller and Laddr is the Service Provider or Processor, the parties shall, upon Customer's request, execute the Laddr Data Processing Addendum.
17
Warranty disclaimers
EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT, THE SERVICE, THE DOCUMENTATION, AI OUTPUT, AND ALL OTHER MATERIALS PROVIDED BY LADDR ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND. LADDR EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.
LADDR DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY DATA, INCLUDING CUSTOMER DATA, WILL BE SECURE OR NOT OTHERWISE LOST OR ALTERED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM LADDR OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
18
Limitation of liability
Exclusion of indirect damages
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, USE, OR DATA, ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE SERVICE, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Aggregate cap
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO LADDR UNDER THE AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.
Exclusions from the cap
The limitations of liability above do not apply to (a) Customer's payment obligations; (b) either party's indemnification obligations; (c) Customer's violation of the sections titled "Customer responsibilities," "Restrictions," or "Acceptable Use Policy"; (d) infringement or misappropriation of Laddr's intellectual property; or (e) liability that cannot be limited under applicable law.
Essential purpose
The parties have agreed that the limitations and exclusions of liability set forth in this section reflect a reasonable allocation of risk, are an essential basis of the bargain between the parties, and shall survive and apply even if any limited remedy is found to have failed of its essential purpose.
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Indemnification
By Customer
Customer shall defend, indemnify, and hold harmless Laddr, its Affiliates, and their respective directors, officers, employees, and agents from and against any third-party claim, action, or proceeding, and any resulting damages, fines, penalties, settlements, and reasonable attorneys' fees, to the extent arising out of or relating to: (a) Customer Data, including any allegation that Customer Data infringes, misappropriates, or violates any third-party right; (b) Customer's breach or alleged breach of the sections titled "Customer responsibilities," "Restrictions," or "Acceptable Use Policy"; (c) any communication by Customer or any End User of Customer through the Service in violation of the Telephone Consumer Protection Act, CAN-SPAM, state wiretap or recording laws, or the Federal Trade Commission's Endorsement Guides or Use of Consumer Reviews and Testimonials Rule; or (d) Customer's violation of applicable law.
By Laddr
Laddr shall defend Customer from and against any third-party claim alleging that the Service, as provided by Laddr and used by Customer in accordance with the Agreement, infringes a valid United States patent issued as of the effective date of the applicable Order Form, a registered United States trademark, or a United States copyright, and shall pay any damages finally awarded by a court of competent jurisdiction or any amounts agreed in settlement. Laddr shall have no obligation under this paragraph for any claim arising out of (a) any combination, operation, or use of the Service with software, hardware, data, or services not provided by Laddr; (b) any modification of the Service not made by or at the direction of Laddr; (c) Customer's continued use of the Service after notice from Laddr to discontinue such use; or (d) Customer Data. If the Service becomes, or in Laddr's reasonable opinion is likely to become, the subject of a claim under this paragraph, Laddr may, at its sole option and expense, (i) procure for Customer the right to continue using the Service; (ii) modify the Service so that it is non-infringing; or (iii) terminate the affected portion of the Service and refund any prepaid, unused fees. This paragraph states Customer's sole and exclusive remedy, and Laddr's entire liability, with respect to any third-party intellectual-property claim.
Procedure
The party seeking indemnification shall (a) give the indemnifying party prompt written notice of the claim (provided that failure to give such notice shall not relieve the indemnifying party of its obligations except to the extent prejudiced); (b) grant the indemnifying party sole control of the defense and settlement (except that the indemnifying party may not settle any claim that admits liability of, or imposes any non-monetary obligation on, the indemnified party without the indemnified party's prior written consent); and (c) reasonably cooperate at the indemnifying party's expense.
20
Force majeure
Neither party shall be liable for any failure or delay in performance (other than for the payment of money) due to causes beyond its reasonable control, including acts of God, acts of civil or military authority, fires, floods, earthquakes, pandemics, epidemics, riots, wars, strikes or other labor disputes, telecommunications outages, internet-service-provider failures, denial-of-service attacks, or actions or inactions of subprocessors.
21
Governing law; venue; waiver of jury trial; class-action waiver
The Agreement and any dispute arising out of or relating to the Agreement or the Service shall be governed by and construed in accordance with the laws of the State of Arizona, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
The exclusive venue for any action or proceeding shall be the state and federal courts located in Maricopa County, Arizona, and the parties consent to the personal jurisdiction of, and venue in, such courts.
EACH PARTY HEREBY IRREVOCABLY WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE SERVICE.
EACH PARTY FURTHER WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING, AND AGREES THAT DISPUTES SHALL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS. Notwithstanding the foregoing, either party may bring an action for injunctive or equitable relief to protect its intellectual-property or Confidential Information in any court of competent jurisdiction.
The party that substantially prevails in any action arising out of or relating to the Agreement shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party.
22
Notices
Notices to Laddr shall be sent to legal@useladdr.com, with a copy to LADDR, LLC, Attn: Legal, 14747 N Northsight Blvd., Suite 111-467, Scottsdale, AZ 85260. Notices to Customer shall be sent to the email address on file for the Customer's billing or administrator account. Notices are effective upon receipt; for email, on the date of transmission absent an indication of non-delivery.
23
Modifications
Laddr may amend these Terms from time to time. Material amendments will be announced not less than thirty (30) days prior to the effective date by email and by in-application banner. Continued use of the Service following the effective date of any amendment constitutes acceptance. If Customer does not agree to an amendment, Customer's sole remedy is to terminate its subscription as set forth in the Fees section above prior to the effective date.
24
Assignment
Neither party may assign the Agreement, in whole or in part, without the prior written consent of the other, except that either party may assign the Agreement without consent to an Affiliate or in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets, provided that the assignee is not a competitor of the non-assigning party. Any purported assignment in violation of this section is void.
25
Compliance; export; anti-corruption; government end users
Export and sanctions
Customer shall comply with all applicable export-control and sanctions laws, including those administered by the U.S. Department of Commerce and the U.S. Department of the Treasury. Customer represents that it is not located in, and is not a national or resident of, any country subject to comprehensive U.S. sanctions, and is not identified on any U.S. government list of prohibited or restricted parties.
Anti-corruption
Each party shall comply with the U.S. Foreign Corrupt Practices Act and all applicable anti-bribery laws.
Government end users
The Service is "Commercial Computer Software" and the Documentation is "Commercial Computer Software Documentation," each as defined in FAR 12.212 and DFARS 227.7202. Use, modification, reproduction, release, performance, display, or disclosure by the U.S. government is subject solely to the terms of the Agreement.
Independent contractors
The parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, agency, franchise, employment, or fiduciary relationship. There are no third-party beneficiaries to the Agreement.
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General provisions
Severability
If any provision of the Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid or unenforceable provision shall be modified to the minimum extent necessary to be valid and enforceable while preserving the original intent.
Waiver
The failure of either party to enforce any provision shall not constitute a waiver of that provision or of any other provision.
Headings and construction
Headings are for convenience only and do not affect interpretation. References to one gender include all genders, and references to the singular include the plural where appropriate, and vice versa.
Counterparts and electronic signatures
Order Forms and other documents executed in connection with the Agreement may be signed in counterparts, each of which is an original and all of which together form one agreement. Electronic signatures and signatures delivered by email or other electronic means have the same effect as original handwritten signatures.
Entire agreement
The Agreement constitutes the entire agreement between the parties with respect to the Service and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, whether written or oral. No purchase order, vendor portal, or other Customer document shall add to, vary, or modify the Agreement, even if executed by Laddr, and any such terms are expressly rejected.
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Contact us
Legal notices: legal@useladdr.com
Billing and refunds: billing@useladdr.com
Privacy: privacy@useladdr.com
Security incidents: security@useladdr.com
Postal address: LADDR, LLC, Attn: Legal, 14747 N Northsight Blvd., Suite 111-467, Scottsdale, AZ 85260, United States
Got questions about this terms of service?
legal@useladdr.com