THIS SAAS SERVICE AGREEMENT (the “Agreement”), dated effective as of the date Customer submits this form by clicking the “Create Account” box provided through this website, which click you acknowledge constitutes a signature (the “Effective Date”) is by and between Lemon Squeezy, LLC, a Utah limited liability company (“Lemon Squeezy”), and the customer identified in the signature block below (“Customer”).
Lemon Squeezy has developed certain Software, as defined below, which Customer desires to use for its business purposes. Customer will be provided access to and use of the Software as part of the web-based Lemon Squeezy Service.
In consideration of the mutual covenants and agreements contained herein, the sufficiency of which is hereby acknowledged, Customer and Lemon Squeezy agree as follows:
1.1 “Account” means each individual Customer account in the Lemon Squeezy Service system that is associated with Customer’s subscription.
1.2 “Activation Date” means the later of the date this Agreement is executed by Customer and accepted by Lemon Squeezy.
1.3 “Administrative User” means Customer’s primary contact person with Lemon Squeezy, who has full access to the Lemon Squeezy Service and has the right and ability to control access for all other Authorized Users (i.e., can grant or restrict Lemon Squeezy Service access for other Authorized Users).
1.4 “Authorized User(s)” means any person that Customer allows to have access to the Lemon Squeezy Service and Customer’s account, including Customer’s employees and staff and any third parties that Customer allows to view or use the Lemon Squeezy Service.
1.5 “Billing Cycle” means each calendar month.
1.6 “Confidential Information” means all proprietary and confidential information exchanged by the parties or to which access is provided by one party to the other, including the Software; trade secrets; the substantive terms of this Agreement; a party’s non-public business, strategic and financial information; any plans, programs or forecasts; intellectual property; Customer Data; Third-Party Software and other third-party confidential information that is disclosed by one party to the other, any written materials marked as confidential and any other information, including visual or oral information, which reasonably should be understood to be confidential. Confidential Information does not include information that the receiving party can prove: (a) is now or later becomes generally available to the public without fault of the receiving party; (b) was rightfully in the receiving party’s possession prior to its disclosure by the disclosing party; (c) is independently developed by the receiving party without the use of any Confidential Information of the disclosing party; or (d) is obtained by the receiving party without obligation of confidentiality from a third party who has the right to disclose it. The receiving party may also disclose Confidential Information to the extent required under a judicial or legislative order or proceeding; provided that the receiving party gives the disclosing party, if feasible, prior notice and an opportunity to respond or object to such disclosure.
1.7 “Customer Data” means all information and data input by Customer or its Authorized Users into the Lemon Squeezy Service, including all usernames, passwords, and other data provided by Customer and its Borrowers. However, Customer Data does not include the Usage Data relating to Customer’s and its Users’ use of the Lemon Squeezy Service.
1.8 “Lemon Squeezy Service” means a web-based, hosted SaaS service. The Lemon Squeezy Service is hosted on servers of Lemon Squeezy or its agents, through which Customer is provided access to the Software via the Internet. The Lemon Squeezy Service may include any Third-Party Software that is embedded within the Lemon Squeezy Service or is made available to Customer under the terms of this Agreement, but excludes Third-Party Software that is licensed or provided to Customer under a separate license or subscription agreement.
1.9 “Prohibited Products” means the products listed on Appendix A hereto.
1.10 “Software” means the hosted computer software that Customer is granted the right to access and use as part of the Lemon Squeezy Service, including all systems, modules, web pages, websites, databases, software code, technology, etc., provided by Lemon Squeezy. “Software” includes all modifications, and all documentation and updates thereof.
1.11 “Third-Party Software” means any software or technology (including open source software) that is not part of the Lemon Squeezy Family Products.
2. FREE TRIAL
2.1 Free Trial Terms. From time to time, Lemon Squeezy will make the Lemon Squeezy Service available to Customer on a trial basis free of charge, in the form of a private, trial demo account, until the earlier of (a) the end of the free trial period for which Customer has registered or is registering to use the Lemon Squeezy Service, or (b) the automatic start date on which the trial converts to a paid subscription. Additional trial terms and conditions may appear on the trial registration web page or documentation. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding. DURING THE FREE TRIAL PERIOD THE LEMON SQUEEZY SERVICE IS PROVIDED “AS IS” WITHOUT ANY WARRANTIES OR INDEMNITIES OF ANY KIND.
2.2 Automatic Subscription. YOU EXPRESSLY ACKNOWLEDGE, UNDERSTAND, AND AGREE THAT THE FREE TRIAL INVOLVES A “NEGATIVE OPTION” (I.E., AUTOMATIC ENROLLMENT IN A SUBSCRIPTION OF THE LEMON SQUEEZY SERVICE), AND THAT YOU MAY BE LIABLE AND RESPONSIBLE FOR THE PAYMENT OF FUTURE SUBSCRIPTION FEES UNDER THE TERMS OF THIS AGREEMENT IF YOU FAIL TO TERMINATE THE FREE TRIAL BEFORE ITS EXPIRATION DATE. YOU MAY CANCEL THE FREE TRIAL OR SUBSCRIPTION AT ANY TIME AS SPECIFIED HEREIN. HOWEVER, IF YOU FAIL TO CANCEL WITHIN 14 DAYS OF YOUR ORIGINAL 14 DAY TRIAL, YOU WILL BE CHARGED THE FULL RETAIL PRICE FOR MONTHLY SERVICES GOING FORWARD UNTIL YOU CANCEL.
2.3 Trial Data. ANY DATA ENTERED INTO THE LEMON SQUEEZY ACCOUNT DURING THE FREE TRIAL PERIOD MAY BE TEMPORARY ONLY. UPON ACTIVATION OF THE PAID SUBSCRIPTION, CUSTOMER MAY BE PROMPTED TO CHOOSE IF IT WISHES TO RETAIN PRIOR ENTERED DATA, OR IF SUCH DATA SHALL BE PURGED. IF CUSTOMER DOES NOT ACTIVATE THE LEMON SQUEEZY SERVICE (EITHER AUTOMATICALLY OR MANUALLY) AS A PAID SUBSCRIPTION OR DOES NOT ELECT TO RETAIN THE TRIAL PERIOD DATA, LEMON SQUEEZY MAY PURGE AND DELETE THAT TRIAL PERIOD DATA AT ANY TIME AFTER EXPIRATION OF THE TRIAL PERIOD.
3. ACCESS TO LEMON SQUEEZY SERVICE AND SOFTWARE
3.1 Lemon Squeezy Service. Lemon Squeezy grants Customer the non-exclusive and non-transferable right and license to access and use the Lemon Squeezy Service, including the Software, during the term of this Agreement, subject to the terms and conditions of this Agreement. Lemon Squeezy will make the Lemon Squeezy Service available for Customer and its Authorized Users to access during the term of this Agreement, subject to the terms and limitations set forth herein. The Lemon Squeezy Service may be hosted on Lemon Squeezy’s servers or, at Lemon Squeezy’s option, on the servers of a third party that is in the business of hosting web-based applications.
3.2 Access and URL. During the term of this Agreement, from and after the Activation Date and completion of initial configuration of the Lemon Squeezy Service for Customer, and provided that Customer has paid all fees due and owing and is in compliance with the terms of the Agreement, Customer and its Authorized Users will be able to access the Lemon Squeezy Service and use the Software. Lemon Squeezy will provide a URL for a website for use by Customer in the form of a sub-domain of Lemon Squeezy’s registered URL as chosen by Lemon Squeezy. If Customer chooses to sub-mask or forward a different URL to the URL provided by Lemon Squeezy, then Customer is solely responsible to independently purchase, retain ownership of and uphold terms and conditions of such URL.
3.3 Authorized Users. Authorized Users are granted a nonexclusive, non-transferable right to access and use the Lemon Squeezy Service for the sole benefit of Customer, subject to the terms of Lemon Squeezy’s End User Terms of Service, the current version of which is attached as Exhibit 1. Each Authorized User must accept the End User Terms of Service prior to accessing the Lemon Squeezy Service. The End User Terms of Service may be modified from time to time in Lemon Squeezy’s discretion; updated versions shall be effective upon notice to Authorized Users. Lemon Squeezy’s commitments, representations, and indemnities set forth in this Agreement apply only to Customer itself.
3.4 Restrictions. Customer and its Authorized Users will comply with the following restrictions and limitations: (a) not market, advertise, offer for sale, or sell any of the Prohibited Products in correlation with use of the Lemon Squeezy Service and the Software. (b) not copy or modify the content on the Lemon Squeezy websites, other than Customer Data, or any other materials or other proprietary documents provided by Lemon Squeezy; (c) not modify, alter, create derivative works of, reverse engineer, decompile or disassemble the Software; (d) not sublicense, distribute or sell the Lemon Squeezy Service or Software or Customer’s rights thereto, or allow any third parties to use or access the Lemon Squeezy Service or Software. For clarity, Customer and its Authorized Users are restricted to using the Lemon Squeezy Service and Software to service the provision of its own websites to the consuming public, and offer for sale, and sale, its own proprietary products through the website. (e) take all reasonable precautions to prevent Customer’s employees and consultants from making unauthorized copies of the Software, or other Lemon Squeezy materials or intellectual property, or misusing the Lemon Squeezy Service or such Lemon Squeezy materials or intellectual property in any way that would constitute a breach of this Agreement.
If Customer discovers any breaches of this Agreement by it or breach of the End User Terms of Service by its Authorized Users, it will promptly notify Lemon Squeezy and take commercially reasonable actions to resolve the problem, including any actions reasonably requested by Lemon Squeezy, as soon as reasonably possible. Lemon Squeezy reserves the right to audit Customer’s use of the Lemon Squeezy Service, upon twenty-four (24) hours’ prior written notice to Customer, to confirm that Customer’s use of the Lemon Squeezy Service is in compliance with the terms of this Agreement. Customer acknowledges the Lemon Squeezy may also monitor the Lemon Squeezy Service and Customer’s use thereof on Lemon Squeezy’s systems.
3.5 Administrative User. Customer will designate one Authorized User to be its Administrative Userand may designate up to two additional Authorized Users as backup Administrative Users. An authorized representative of Customer will notify Lemon Squeezy of the name and contact information for the Administrative Users, and any changes to the persons designated as primary or backup Administrative Users. The Administrative User is given administrative access to Customer’s account on the Lemon Squeezy Service and is responsible for granting or restricting Lemon Squeezy Service access for other Authorized Users. The Administrative User is also the primary contact person for Customer with Lemon Squeezy or its agents, and such person’s instructions and requests to Lemon Squeezy or its agents will have priority over the instructions or requests of any other employee or representative of Customer.
3.6 Business Opportunities for Customer. Lemon Squeezy may from time to time notify Customer of services, products, or other business opportunities arising out of Lemon Squeezy’s business, including its dealings with other customers and vendors of Lemon Squeezy. In each case Customer will have the right to elect whether or not to participate in such transaction or to receive additional information, on an “opt-in” basis.
3.7 Third-Party Software. Any open source components of the Lemon Squeezy Service are subject to the applicable third-party open source license terms; Lemon Squeezy will use reasonable efforts to make such terms available upon request. Other Third-Party Software that is embedded in the Lemon Squeezy Service Software, or is provided by Lemon Squeezy as an integrated part of the Lemon Squeezy Service, is provided by Lemon Squeezy to Customer pursuant to the applicable terms of this Agreement, unless a separate third-party license or subscription agreement for such Third-Party Software is provided to Customer. Third-Party Software is authorized only for use in connection with the Lemon Squeezy Service, unless otherwise permitted under an open source license.
4.1 Lemon Squeezy Ownership. Lemon Squeezy and/or its licensors retain all right, title and interest, including without limitation all patents and patent rights, trademarks, service marks, copyrights, trade secrets and other proprietary rights, in and to the Lemon Squeezy Service, including the Software, documentation and all content provided by Lemon Squeezy as part of the Lemon Squeezy Service, including any customized software or other derivative works, subject to the grants of rights and licenses set forth in this Agreement. Lemon Squeezy also owns all right, title and interest in and to (i) the usage data relating to its customers’ use of the Lemon Squeezy Service (“Usage Data”), and (ii) the results or information provided by third party vendors in response to actions or queries of customers (excluding any Customer Data that is contained within the vendor’s response). Lemon Squeezy specifically reserves all rights not expressly granted to Customer in this Agreement.
4.2 Customer Data. Customer owns and shall retain all right, title and interest in and to Customer Data, subject to Lemon Squeezy’s rights as set forth below. Lemon Squeezy will use commercially reasonable efforts to safeguard the security, confidentiality and integrity of Customer Data.Customer grants Lemon Squeezy the right to use, reproduce, modify and distribute Customer Data as necessary or appropriate to transmit, store, encrypt, calculate, and analyze the Customer Data, create and distribute reports, and to provide, modify and improve the Lemon Squeezy Service and Software. To the extent permitted by applicable law, Customer also grants Lemon Squeezy the right to share Customer Data with third parties in connection with Lemon Squeezy’s general activities of conducting business, including providing Customer with possible solutions to their business needs, and developing and providing third party integrations with the Software (pulling credit, data decoding, data lookup, automated telephone calls, merchant services, etc.).
4.3 Usage Data and De-Identified Data. Lemon Squeezy has the right to monitor Customer’s and its Authorized Users’ use of the Lemon Squeezy Service to obtain Usage Data, including usage patterns (e.g., levels of use based upon days of the week and times), and level of usage for different functions of the Lemon Squeezy Service as examples. Lemon Squeezy also has the right to collect, aggregate and remove all personally identifiable information from Customer Data, and to retain, use and disclose such de-identified data (the “De-Identified Data”) for any purpose permitted by law, including without limitation benchmarking, product and service development, development of best practices, making it available to third parties, and research and statistical purposes without reimbursement or notification to, or consent or authorization from, Customer. Lemon Squeezy shall own all De-Identified Data, including any calculations, functions, features, or other modifications of the Customer Data, excluding the Customer Data in its raw form.
4.4 Feedback and Suggestions.If Customer or its Authorized Users provide any suggestions, ideas or feedback to Lemon Squeezy (“Feedback”), Lemon Squeezy shall have a royalty-free, worldwide, irrevocable, perpetual license to use such Feedback and incorporate it into or use it to improve Lemon Squeezy’s software, products and services. Lemon Squeezy shall exclusively own all right, title and interest in and to any software and intellectual property developed or delivered by Lemon Squeezy to Customer in the performance of this Agreement, regardless of whether it is based on or incorporates any Feedback, subject to the rights granted herein to Customer.
5.1 As a reseller, Lemon Squeezy will provide the following Services:
5.2 setting you up as a supplier of the Product on Lemon Squeezy's platform and establishing a Supplier Account which provides you with access to the Supplier Dashboard and allows you to view all sales made by Lemon Squeezy and the monies which are due to you for sales of the Product by Lemon Squeezy;
5.3 acting as your non-exclusive reseller of the Product via Lemon Squeezy Checkout across all territories supported by Lemon Squeezy
5.4 Facilitating product fulfillment by you to Buyers through connecting you to Buyers to enable such Buyer to download / access the Product, as applicable; and
5.5 Order support and being responsible for all aspects of Sales Tax as between you, Lemon Squeezy and Buyers.
5.6 From time to time, you may choose to activate optional Additional Services. The Additional Services may be activated via the Supplier Dashboard.
6. CUSTOMER OBLIGATIONS
6.1 Obligations. Customer will: (a) be responsible for its Authorized Users’ compliance with this Agreement and the End User Terms of Service; (b) be responsible for the accuracy, quality and legality of Customer Data and of the means by which Customer acquired such data; (c) use commercially reasonable efforts to prevent unauthorized access to or use of the Lemon Squeezy Service, and notify Lemon Squeezy promptly of any such unauthorized access or use; (d) use the Lemon Squeezy Service only in accordance with its documentation (as available) and/or its intended purpose; (e) not make the Lemon Squeezy Service available to anyone other than Authorized Users; (f) not use the Lemon Squeezy Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights; (g) not use the Lemon Squeezy Service to store or transmit any virus, Trojan,worm, or other malicious or harmful computer software code or routines; (h) not interfere with or disrupt the integrity or performance of the Lemon Squeezy Service or third party data contained therein; (i) not attempt to gain unauthorized access to the Lemon Squeezy Service or its related systems, networks, or other user data; (j) not engage in copying, scraping, or reverse engineering of the Software or any aspect of the Lemon Squeezy Service; (k) not use the Lemon Squeezy Service for spamming, phishing, pharming, or for any obscene or immoral purpose; (l) not use the Lemon Squeezy Service to interfere with or circumvent the security features of the Lemon Squeezy Service; (m) in the event of a dispute, not engage in any conduct or communication, public or private, that disparages Lemon Squeezy or any of its products or services (other than within legal proceedings); and, (n) conduct itself, and require that its employees conduct themselves, in a professional manner during interactions with all Lemon Squeezy personnel.
6.2 Usage Limitations. The Lemon Squeezy Service may be subject to other usage limitations, such as, for example, limits on storage space, on the number of calls Customer are permitted to make against an API (application programming interface), and, for any portion of the Lemon Squeezy Service that enables Customer to provide Hosted Websites, on the number of page views by visitors to those websites, or the size of the hosted content.
6.3 Customer Security Requirements. Customer is solely responsible for the security of data residing on server(s) owned or operated by Customer or a third party designated by Customer (e.g., a web hosting company, processor, or other service provider), including being responsible for the security of all data residing outside of the Lemon Squeezy Service, as well as keeping confidential all usernames and passwords of Authorized Users in order to avoid unauthorized access to the Lemon Squeezy Service.
6.4 Lemon Squeezy Security Requirements. Lemon Squeezy will use commercially reasonable, industry-standard methods to safeguard the security of the Lemon Squeezy Service, including processes of encryption of data, incident management policies, data backup policies and other procedures to ensure both the safety and security of the Customer Data residing in the Lemon Squeezy Service. In compliance with PCI-DSS, Lemon Squeezy is responsible for the security of cardholder data that resides on the Lemon Squeezy Service. This includes securing cardholder data that is stored, processed, or transmitted on behalf of the Customer, to ensure the security of cardholder data and its environment.
7. TERMS OF PAYMENT
7.1 Fees & Costs: All pricing and transactions between Lemon Squeezy and Customer will be in U.S. Dollars, at the rates outlined on Lemon Squeezy’s pricing page.. Customer is responsible for any and all fees incurred. All fees are charged at the time of purchase, subscription, usage, or approval of charge, as applicable to that particular type of fee. All fees are non-refundable unless otherwise expressly stated in this Agreement. If the fee category on Lemon Squeezy’s pricing page. has an asterisk next to the label of that fee type, that indicates that fee is a recurring monthly charge and not a per use fee. In the event of a conflict between the pricing page and any other terms in this Agreement, the terms of the pricing page shall control.
The fees on Lemon Squeezy’s pricing page. and set forth below will apply for the Initial Term:
7.1.1 Subscription Fee – This fee is a recurring monthly fee, starting on the Activation Date, calculated by consideration of a number of elements such as: number of Users, scope of services, etc., as listed on Lemon Squeezy’s pricing page..
7.1.2 Transactions Fees – These are fees based on completed transactions performed in or through the Lemon Squeezy Service, as listed on Lemon Squeezy’s pricing page..
7.1.3 Email Fees – These are fees based on option use of the email contact feature, as listed on Lemon Squeezy’s pricing page.
7.1.4 New Features – Lemon Squeezy may add services or features to the Lemon Squeezy Service that will be available to Customer on an optional basis and may be subject to an additional fee. Fees for these new features or services will be specified in each case, and will be on a per use basis.
7.2 Pricing Changes All pricing is locked for the Initial Term. Upon renewal Subscription Fees, Billable Accounts, and Usage fees may increase.
7.3 Billing Method. Customer is required to either pay in advance or be enrolled for automatic withdrawal with a valid payment profile. The primary payment profile that is on file will be automatically processed for payment on the day after the end of the Billing Cycle. If Customer elects automatic withdrawal, Customer hereby authorizes Lemon Squeezy to collect this automatic payment, using the payment profile selected by Customer, for the balance due each Billing Cycle. Customer’s activation payment profile will automatically be set to the primary payment profile upon activation, unless Customer changes that setting. Customer may manage this payment profile in the Lemon Squeezy Service, Lemon Squeezy will invoice Customer on a monthly basis all Fees in accordance with its pricing page, as applicable, for the prior month’s activity, Any such disputes must be reasonable and made in good faith. For amounts in dispute by Customer, Customer shall provide notice within five (5) business days of the end of the Billing Cycle. If Customer fails to give notice in this time frame, Customer waives all disputes.
7.4 Remedies for Nonpayment. If Customer’s account is more than 10 days past due and the overdue amounts have not been paid within ten (10) days after receipt of written notice of such breach (including by an on-screen non-payment notification to Customer within the Lemon Squeezy Service), Lemon Squeezy has the option and right to require payment on the account by partially or fully suspending and blocking Customer’s and its Authorized Users’ access to the Lemon Squeezy Service until all past-due amounts are paid. Customer’s account may be assessed additional fees for blocking or unblocking the account due to late payment, and Customer hereby consents to this collection practice. This express statement of remedy is not a waiver of any other remedies available the Lemon Squeezy in law or equity.
7.5 Taxes. Customer is responsible for all applicable taxes on the fees paid by Customer to Lemon Squeezy, including, without limitation, any and all sales, use, and value-added taxes, (excluding taxes on Lemon Squeezy’s net income).Customer is solely responsible for any sales/use taxes, even if not collected by Lemon Squeezy. To the extent required by governing law, Lemon Squeezy will invoice Customer for any sales or use taxes applicable to the Lemon Squeezy Service and remit such amounts to the applicable governmental authorities. If Customer is a tax-exempt entity, Customer will provide a tax-exemption certificate to Lemon Squeezy.
8. CONFIDENTIAL INFORMATION
8.1 General Confidentiality Obligations. The party receiving Confidential Information will not disclose it to any person or use it for any purpose, except as expressly permitted by this Agreement. The receiving party may disclose Confidential Information only to its employees, representatives and contractors who need to know such information and who are bound to keep such information confidential. The receiving party will give Confidential Information at least the same level of protection as it gives its own confidential information of similar nature or sensitivity, but not less than a reasonable level of protection. The receiving party will maintain Confidential Information in a safe and secure place and will not copy such information, except to the extent reasonably necessary for the purposes of this Agreement.
9. WARRANTIES AND LIMITATION OF LIABILITIES
9.1 Customer Warranties. Customer represents and warrants that: (a) Customer has the necessary right, power and authority to execute this Agreement and to perform Customer’s obligations herein; (b) no authorization or approval from any third party is required in connection with Customer’s execution, delivery or performance of this Agreement; (c) this Agreement constitutes a legal, valid and binding obligation of Customer, enforceable against Customer in accordance with its terms; (d) Customer’s obligations under this Agreement do not violate any law or breach any other agreement to which Customer is bound; (e) all representations and statements made by Customer in this Agreement, or in any other document relating hereto by Customer or on Customer’s behalf, are true, accurate and complete in all material respects; (f) Customer is engaged in a lawful business that includes the sale of products and/or services, and Customer has such permits and licenses as are required to conduct its business under the laws of all applicable jurisdictions in which Customer conducts such business; and (g) Customer will comply, at its sole expense, with all federal, state and local laws, policies, guidelines, regulations, ordinances or rules applicable to Customer in connection with this Agreement and its use of the Lemon Squeezy Service.
9.2 Lemon Squeezy Warranties. Lemon Squeezy represents and warrants that: (a) Lemon Squeezy has the necessary right, power and authority to execute this Agreement, to grant the rights and licenses herein granted to Customer, and to perform Lemon Squeezy’s obligations herein; (b) no authorization or approval from any third party is required in connection with Lemon Squeezy’s execution, delivery or performance of this Agreement; (c) this Agreement constitutes a legal, valid and binding obligation of Lemon Squeezy, enforceable against Lemon Squeezy in accordance with its terms; (d) the Lemon Squeezy Service will conform in all material respects with its intended purpose. In the event of a breach of this warranty, Lemon Squeezy’s exclusive obligation and liability will be (i) to repair or correct the Lemon Squeezy Service so that it conforms to this warranty, or (ii) if the Lemon Squeezy Service cannot be or is not so corrected within a reasonable time, either party may elect to terminate this Agreement and Customer shall receive a refund of any prepaid amounts for the Lemon Squeezy Service from the date of termination; and (e) From and after the Activation Date, Lemon Squeezy will use commercially reasonable efforts to provide Customer with access the Lemon Squeezy Service excluding downtime (i) scheduled in advance for maintenance on a periodic basis, (ii) due to unscheduled emergency maintenance, (iii) due to faults caused by Customer or Customer’s system, or (iv) due to other causes outside of the reasonable control of Lemon Squeezy, including without limitation malfunction or cessation of Internet services by any third party network or ISPor service interruptions caused by the third party cloud storage service. To the extent reasonably feasible, Lemon Squeezy will provide Customer reasonable advance notice for emergency maintenance or Software performance interference issues, which will be published on the Lemon Squeezy Service’s status page. (f) Lemon Squeezy’s warranties under Sections 8.2(d) and (e) are conditional upon Customer having in place, at a minimum, Lemon Squeezy’s then-current recommended infrastructure configurations.
9.3 Limitation of Warranties; Disclaimers. Lemon Squeezy does not warrant or guarantee that the Lemon Squeezy Service will be uninterrupted, error-free, or free from any potential or actual security threats. The Lemon Squeezy Service and Software, and other services of Lemon Squeezy, are provided to Customer and its Authorized Users on an “AS IS, AS AVAILABLE” basis. LEMON SQUEEZY AND ITS LICENSORS SPECIFICALLY DISCLAIM ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITH RESPECT TO MERCHANTABILITY, TITLE, NON-INFRINGEMENT OR FITNESS OF THE LEMON SQUEEZY SERVICE FOR ANY PARTICULAR PURPOSE OR INTENDED USE. LEMON SQUEEZY MAKES NO WARRANTIES WHATSOEVER AND IS NOT LIABLE FOR ANY LOSS OR DAMAGE THAT MAY BE INCURRED BY CUSTOMER AS A RESULT OF USING ANY THIRD-PARTY SERVICE OR SOFTWARE, EVEN IF LINKED TO OR INTEGRATED IN THE LEMON SQUEEZY SERVICE. Lemon Squeezy is not responsible or liable for damage, malfunction, or performance failures resulting from misuse, physical abuse, improper operation, the environment or other causes beyond Lemon Squeezy’s exclusive control. No employee of Lemon Squeezy or any third party has the right to make any representation or warranty regarding the Lemon Squeezy Service, except as expressly set forth in this Agreement.
Without limiting the foregoing, and except as otherwise expressly set forth in this Agreement, Lemon Squeezy does not make any representation, warranty or guarantee as to the results that may be obtained from Customer’s use of the Lemon Squeezy Service or as to the accuracy or reliability of any information therein, or with respect to any third party product or service, whether integrated with the Lemon Squeezy Service or not, or recommendations or information offered by any Lemon Squeezy personnel or third parties. Customer expressly acknowledges and agrees that Customer’s use of the Lemon Squeezy Service does not in any way guarantee the security or reliability of Customer’s website. Customer understands and agrees that Lemon Squeezy shall bear no risk with respect to Customer’s sale, products or services, including any risk associated with the security of Customer’s website, credit card fraud or chargebacks, or any risk associated with Customer’s failure to register with the appropriate governmental agencies or obtaining the appropriate licenses to conduct business, including charging interest or finance charges, or any other regulatory or legal requirements. Lemon Squeezy is not responsible and does not assume any obligations for any regulatory compliance or disclosures required of Customer.
Customer expressly agrees that Lemon Squeezy shall not be liable for any loss or damages whatsoever arising from or caused by (i) Customer’s failure to properly activate, integrate, use or manage the Lemon Squeezy Service; (ii) any fraudulent transactions; (iii) disruption of the Lemon Squeezy Service attributable to a Force Majeure event; (iv) actions or inactions of any third party, including without limitation, merchant service providers, payment processors, bank URL support, email systems, or any products or services with which the Lemon Squeezy Service is integrated; (v) any person’s unauthorized access to Customer Data (including credit card number and other personally identifiable information), transaction data or personal information, except if such access is due solely to Lemon Squeezy’s grossly negligent or willful misconduct; or (vi) Third-Party Software that is not embedded within the Lemon Squeezy Service.
9.4 Limitations of Liability. IN NO EVENT WILL LEMON SQUEEZY, ITS AFFILIATES OR LICENSORS BE LIABLE FOR LOST DATA, LOST PROFITS OR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE FURNISHING, PERFORMANCE, OR USE OF ANY SOFTWARE OR SERVICES PROVIDED FOR IN THIS AGREEMENT. LEMON SQUEEZY’S AND ITS AFFILIATES’ AND LICENSORS’ TOTAL AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT, REGARDLESS OF THE FORM OF THE CLAIM(S), INCLUDING INDEMNIFICATION, WILL NOT IN ANY EVENT EXCEED THE AMOUNTS PAID BY CUSTOMER UNDER THIS AGREEMENT DURING THE ONE-MONTH PERIOD PRIOR TO THE DATE THE CAUSE OF ACTION AROSE; PROVIDED, HOWEVER, THAT IN THE CASE OF A CLAIM RELATING TO ANY SERVICES FOR WHICH A SEPARATE ONE-TIME FEE WAS CHARGED, THE CAP ON LIABILITY SHALL BE THE AMOUNT OF SUCH FEE. This limitation shall apply whether or not the alleged breach by Lemon Squeezy is a breach of a fundamental condition or fundamental term.
9.5 Legal Compliance; Use of Lemon Squeezy Forms. Customer acknowledges that Lemon Squeezy’s personnel are not financial experts, attorneys, accountants or experts on the applicable laws of any state or jurisdiction. Lemon Squeezy personnel may consult with Customer’s Authorized Users and provide assistance and recommendations, but Customer is solely responsible for compliance with any applicable laws, regulations and professional standards by Customer and its Authorized Users. This includes, without limitation, whether it is legal or appropriate, under the laws and regulations that govern Customer. THE FINAL DECISION ABOUT ANY ASPECT OF CUSTOMER’S BUSINESS, INCLUDING WITHOUT LIMITATION COMPLIANCE WITH LAWS IN CONNECTION WITH CUSTOMER’S USE OF THE LEMON SQUEEZY SERVICE, IS THE SOLE AND EXCLUSIVE RESPONSIBILITY OF CUSTOMER.
10.1 By Lemon Squeezy. Lemon Squeezy will defend Customer against any and all third party claims or suits (each a “Claim”) that the Lemon Squeezy Service infringes any third party U.S. patent that has issued as of the Effective Date, copyright or trademark, or misappropriates any trade secret, and Lemon Squeezy will pay any liabilities, damages, costs and expenses (including reasonable attorneys’ fees) finally awarded in connection with such Claim or paid in settlement. If the Lemon Squeezy Service is finally held or reasonably believed by Lemon Squeezy to infringe, Lemon Squeezy shall use reasonable efforts to obtain a license under the rights that have been infringed, to modify the Lemon Squeezy Service so it is non infringing or to provide to Customer a substitute service and/or software that is noninfringing; provided that if such options are not commercially reasonable, Lemon Squeezy may terminate the applicable Lemon Squeezy Service or this Agreement upon written notice to Customer, in which event Lemon Squeezy shall refund to Customer all prepaid fees paid for any period after termination of this Agreement, as well as any period prior to termination during which Customer was prevented from accessing the Lemon Squeezy Service. Lemon Squeezy shall have no liability for infringement claims arising out of or related to any Third-Party Software, or arising out of modification of the Lemon Squeezy Service by any party other than Lemon Squeezy or the combination or use of the Lemon Squeezy Service with any software, equipment, product or process not furnished by Lemon Squeezy, or arising out of any unauthorized use of the Lemon Squeezy Service by Customer, if use of the Lemon Squeezy Service alone, as authorized, and in its current, unmodified form would not have been an infringement. THIS SECTION STATES LEMON SQUEEZY’S AND ITS LICENSORS’ ENTIRE OBLIGATION WITH RESPECT TO ANY CLAIM FOR INFRINGEMENT OR MISAPPROPRIATION OF ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHTS.
10.2 By Customer. If any action is instituted by a third party against Lemon Squeezy (a) arising out of or relating to Customer’s use of the Lemon Squeezy Service, including without limitation (i) any breach or alleged breach by Customer of any of its representations, warranties, or obligations set forth in this Agreement; (ii) any breach of any applicable law or regulation governing or otherwise applicable to Customer’s industry, business, or operations; (iii) any damage or loss caused by negligence, fraud, dishonesty or willful misconduct by Customer or its employees, or agents; or (iv) any claims associated with the provision of services by Customer to its Borrowers; or (b) alleging that the Customer Data, or the use of Customer Data pursuant to this Agreement, infringes the intellectual property or other right of a third party or otherwise causes harm to a third party, Customer will defend such action at its own expense on behalf of Lemon Squeezy and shall pay all damages attributable to such claim which are finally awarded against Lemon Squeezy or paid in settlement of such claim.
10.3 Indemnification Procedure. Any party that is seeking to be indemnified under this Section 9 (an “Indemnified Party”) for a third party Claim must (i) promptly notify the other party (the “Indemnifying Party”) of the Claim; and (ii) give the Indemnifying Party the sole control over the defense of such Claim. However, if an Indemnified Party fails to notify the Indemnifying Party promptly, the Indemnifying Party will be relieved of its obligations under this Section 9 only if and to the extent that its ability to defend the Claim is materially prejudiced by such failure. The Indemnifying Party may settle or compromise a Claim without the Indemnified Party’s prior approval of any such settlement or compromise only if (a) such settlement involves no finding or admission of any breach by an Indemnified Party of any obligation to any third party, (b) such settlement has no effect on any other claim that may be made against an Indemnified Party or any defense that an Indemnified Party may assert in any such claim, and (c) the sole relief provided in connection with such settlement is monetary damages that are paid in full by the Indemnifying Party. Upon the Indemnifying Party’s assumption of the defense of such Claim, the Indemnified Party will reasonably cooperate with the Indemnifying Party in such defense, at the Indemnifying Party’s expense. The Indemnified Party may, at its option and expense, participate in the defense of the Claim with counsel of its own choosing.
11. TERM AND TERMINATION
11.1 Term. There is no set term or automatic expiration. The subscription remains active until cancelled.
11.2 Cancellation without Cause. Customer may cancel the subscription at any time with or without cause. However, the subscription will typically remain active until the end of a Billing Cycle and all fees incurred during the billing cycle must be paid.
11.3 Termination for Cause. Lemon Squeezy may terminate this Agreement at any time if Customer party commits a material breach of this Agreement and does not cure such breach within fifteen (15) days of written notice specifying the nature of such breach (except for breaches by a party of its confidentiality obligations or payment obligations, for which the cure period will be five (5) business days after receipt of written notice of such breach, including by an on-screen non-payment notification to Customer within the Lemon Squeezy Service). A confidentiality breach is deemed cured, for purposes of this Section 10.3, if the Customer (i) mitigates the damages resulting from the breach to the extent reasonably feasible; and (ii) takes reasonable steps, such as modifying its internal policies and practices, to prevent such a breach from reoccurring. Notwithstanding the foregoing, Lemon Squeezy may, in its reasonable business judgment, determine that a confidentiality breach was sufficiently material that it wishes to terminate this Agreement without permitting a cure, in which case the Lemon Squeezy shall so notify Customer and this Agreement shall terminate at the end of the five (5) day notice period. Lemon Squeezy may also terminate or suspend Customer’s account and this Agreement immediately, without prior notice, if Lemon Squeezy reasonably determines that Customer is conducting an illegal business or if Lemon Squeezy is instructed to terminate or suspend Customer’s account by federal or state regulatory authorities. If the reason for a suspension of Customer’s account is resolved, Lemon Squeezy agrees to promptly restore access to Customer’s account.
11.4 Effect of Termination. In the event of termination of this Agreement for any reason, Customer shall immediately cease using the Lemon Squeezy Service. After termination of this Agreement (including any applicable transition period (i.e. through the end of the Billing Cycle)), Customer will not have any access to the Lemon Squeezy Service or the Customer Data stored therein; it is Customer’s sole responsibility to copy or remove such Customer Data from the Lemon Squeezy Service prior to termination. After termination, Lemon Squeezy has no obligation whatsoever to maintain or store Customer Data and Lemon Squeezy will promptly delete or remove Customer Data from its system. Lemon Squeezy reserves the right to store the Customer Data after termination to comply with applicable laws and regulations. Each party shall promptly return to the other party or destroy all Confidential Information of the other party, and upon request of the other party will certify such return or destruction, provided that if retention of any Confidential Information is required by law or practice, then such retained Confidential Information shall be described in the applicable certification and remain subject to the terms of this Agreement, including. Customer shall pay all accrued charges and fees within thirty (30) days of the date of termination. Sections 3.4, 4, 7, 6.4, 6.5, 6.6, 8.3, 8.4, 9, 11.2 and 11.3 shall survive any termination of this Agreement.
12.1 Assignment. Customer will not assign this Agreement or transfer, lease, export or grant a sublicense of the rights granted herein to any third party (other than designating Authorized Users), without Lemon Squeezy’s prior written consent. Lemon Squeezy’s consent to an assignment of this Agreement by Customer is subject to Lemon Squeezy’s review and approval of the proposed assignee. Subject to the foregoing, this Agreement shall inure to the benefit of, and shall be binding on, each Party’s respective successors and permitted assigns.
12.2 Governing Law. This Agreement shall be governed by the laws of State of Utah (excluding conflicts of laws provisions). The parties submit to the exclusive jurisdiction and venue of Utah State and federal courts with respect to any action between the parties relating to this Agreement. The prevailing party in any action shall be entitled to an award of its reasonable costs and attorneys’ fees from the other party.
12.3 Injunctive Relief. Customer acknowledges that the Lemon Squeezy Service and other Confidential Information are highly valuable to Lemon Squeezy and its licensors, and that money damages would not be a sufficient remedy for any breach of Customer’s obligations herein with respect to confidentiality or misuse of Lemon Squeezy’s or its licensors’ proprietary materials and information. Therefore, in the event of any breach by Customer of its obligations with respect to the scope of its rights or its confidentiality obligations, Lemon Squeezy or its licensors shall be entitled to seek specific injunctive relief as a remedy for such breach, in addition to all other available legal or equitable remedies, without the necessity of posting bond or other security, to the extent permitted by law.
12.4 Publicity. Neither party shall release or use the other party’s name, logo, trademark or other intellectual property, or reference this Agreement in any manner, except as specified in accordance with this Agreement, without the prior written consent of the other party; provided, that the foregoing shall not apply with respect to a party’s sales, marketing, investor, regulatory and similar non-public materials and discussions. Notwithstanding the foregoing, (i) Lemon Squeezy is permitted to include Customer’s name and/or logo on customer lists on Lemon Squeezy’s website and in other marketing materials; and (ii) if requested by Lemon Squeezy, the parties will cooperate in good faith to issue a press release that acknowledges the partnership between the Parties within 60 days of the Effective Date.
12.5 Severability. In the event that any of the terms or provisions herein are determined by a court of competent jurisdiction to be unenforceable or invalid for any reason whatsoever, such terms shall be severed, and the enforceability or validity of the remaining terms shall not be affected thereby.
12.6 Entire Agreement; Amendment; Waiver. This Agreement, including the addenda and exhibits attached hereto, which are incorporated herein by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and that this Agreement supersedes all proposals, oral or written, all previous negotiations, and all other communications between the parties with respect to the subject matter hereof. Any terms and conditions of any purchase order or other instrument issued by Customer in connection with this Agreement which are in addition to or inconsistent with the terms and conditions of this Agreement shall not be binding on Lemon Squeezy and shall not apply to this Agreement unless mutually executed by Customer and Lemon Squeezy. Except as otherwise specifically set forth herein, this Agreement may be amended only by a written document signed by authorized representatives of both parties. The waiver by either party of any default, breach or obligation hereunder shall be ineffective unless in writing, and shall not constitute a waiver of any subsequent breach or default.
12.7 Notices. All notices or other communications required under to this Agreement to Lemon Squeezy shall be in writing and shall be deemed given if delivered personally or mailed by registered or certified mail, return receipt requested, or by commercial overnight delivery service with provisions for a receipt, or by confirmed facsimile or e-mail, to the address of the receiving party set forth below or such other address a party may specify by written notice. Notwithstanding the foregoing, notices from Customer to Lemon Squeezy regarding changes to or termination of Customer’s subscription to the Lemon Squeezy Service may also be sent to the email address [email protected].
Lemon Squeezy Contact Information:
222 Main Street Suite 500
Salt Lake City, UT 84101
All notices to Customer shall be delivered through Lemon Squeezy’s internal communication portal, or otherwise via email to the email address provided by Customer upon subscription.
12.8 Force Majeure. Lemon Squeezy shall be excused from delays or failure to perform the Lemon Squeezy Service or other services pursuant to this Agreement to the extent such delays or failure result from acts of nature, strikes, fire, riots, war, acts of public enemies, fires, pandemics, epidemics, labor disputes, or any other causes beyond its reasonable control (each a “Force Majeure” event). In the event of a delay in implementation and related services or other failure to perform obligations due to any Force Majeure event, the date or dates of performance of such services or obligations shall be extended for a period equal to the time lost by reason of the delay. If a party’s performance is affected by an event of Force Majeure, including Customer’s payment obligation, it will promptly inform the other party and will use commercially reasonable efforts to fulfill its obligations under this Agreement and to remove or avoid any disability and mitigate any damages caused by such event of Force Majeure at the earliest time and to the greatest extent as is reasonably feasible.
12.9 Independent Contractors. The parties are independent contractors, and this Agreement shall not be construed to create any agency, fiduciary relationship, franchise, or partnership between them. Further, it is not the intention of this Agreement or of the Parties to confer a third party beneficiary right of action upon any third party or entity whatsoever, and nothing in this Agreement will be construed so as to confer upon any third party or entity other than the Parties hereto a right of action under this Agreement or in any manner whatsoever.
12.10 Counterparts. This Agreement may be executed in any number of counterparts, and each such counterpart shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement. This Agreement shall become effective when one or more counterparts have been signed by the parties hereto and delivered to the other parties, it being understood that the parties need not sign the same counterpart.
12.11 Electronic Signatures. Each party agrees that if it or any other party draws, types or attaches its signature or any other text, symbol or image in a box or space associated with any Contract Document, such party is agreeing to be legally bound by such terms and conditions. The parties agree that such action constitutes an “Electronic Signature,” which shall have the same force and effect as an original signature.
Appendix A – Prohibits Products/Services
- Products or content for which you do not hold proper license or intellectual property rights.
- Counterfeit goods.
- Any products restricted by our payment processing partners.
- Illegal or age restricted products such as: drugs and paraphernalia, alcohol, tobacco, vaping products, sexually-oriented or pornographic content.
- Regulated products such as: CBD, gambling, weapons, ammunition, pay to play auctions, sweepstakes, lotteries, donations, business-in-a-box, work-from-home, get-rich-quick schemes, etc.
- Regulated services such as: real estate, mortgage, lending, telemarketing, cellular/communication, door-to-door sales, bankruptcy, legal, merchant, debt-relief, collections, banking/financing, currency exchange, warranties, etc.
- Pharmacies, pharmaceuticals and nutriceuticals.
- Homework/Essay mills.
- Multi-level marketing, pyramid, or IBO schemes,
Although Lemon Squeezy makes every effort to keep this list up to date, it may change without notice. All changes take effect immediately. It is your obligations to check back frequently.
End User Terms of Service
PLEASE READ THESE TERMS OF SERVICE (THE “TERMS”) CAREFULLY BEFORE ACCEPTING THESE TERMS, UNDER WHICH YOU WILL BE AUTHORIZED TO USE THE LEMON SQUEEZY SERVICE PROVIDED BY LEMON SQUEEZY, LLC, A UTAH LIMITED LIABILITY COMPANY (“LEMON SQUEEZY”). BY CLICKING “I ACCEPT” OR BY USING THE LEMON SQUEEZY SERVICE, YOU INDICATE YOUR ACCEPTANCE OF THESE TERMS IN THEIR ENTIRETY. THESE TERMS SET FORTH YOUR LEGAL RIGHTS AND OBLIGATIONS RELATED TO THE LEMON SQUEEZY SERVICE. IF YOU DO NOT ACCEPT THESE TERMS, CLICK “I DO NOT ACCEPT” BELOW.
These Terms are a legal agreement between you and Lemon Squeezy and govern your use of the Lemon Squeezy subscription service as an authorized user of a customer of Lemon Squeezy (the “Customer”), which has signed a separate subscription agreement with Lemon Squeezy. Lemon Squeezy makes its software subscription service (the “Lemon Squeezy Service”), including the related software (the “Software”) available to its customers and their authorized users. The Lemon Squeezy Service is accessible through Lemon Squeezy’s designated website and web portal (the “Website”), subject to the following terms and conditions. Any rights not expressly granted herein are reserved by Lemon Squeezy.
Changes to Terms: Lemon Squeezy may update these Terms from time to time. You may be notified of such changes by email and/or Lemon Squeezy may require you to accept the new version of the Terms in order to continue accessing the Lemon Squeezy Service. If you object to any changes in these Terms, you may discontinue your use of the Lemon Squeezy Service.
In consideration of Lemon Squeezy’s provision of the Lemon Squeezy Service and related services to you, you agree with Lemon Squeezy as follows:
- ACCESS TO LEMON SQUEEZY SERVICE SOFTWARE AND MATERIALS. You will have access to the Software and materials made available in the Lemon Squeezy Service by Lemon Squeezy. You acknowledge and agree that the Lemon Squeezy Service, Website, Software, and other materials that may be made available as part of the Lemon Squeezy Service may be modified and updated from time to time, in Lemon Squeezy’s sole discretion. Lemon Squeezy does not make any commitment to you that it will maintain particular functions, features or materials as part of the Lemon Squeezy Service.
- ACCEPTABLE USE TERMS. As a condition of your use of the Lemon Squeezy Service (including the Website and Software), you warrant to Lemon Squeezy that you will use the Lemon Squeezy Service solely for the Customer’s business purposes, and you will not use the Lemon Squeezy Service or Lemon Squeezy materials for any purpose that is unlawful or that is prohibited by these Terms. Without limiting this warranty, you specifically agree: (a) You will not use the Lemon Squeezy Service in any manner which could damage, disable, overburden, or impair the Lemon Squeezy Service or interfere with any other person’s or customer’s use and enjoyment of the Lemon Squeezy Service. (b) You will not obtain or attempt to obtain any materials or information on or through the Lemon Squeezy Service through circumventing any access or use restrictions or by any other unauthorized methods, such as hacking or password mining. (c) You may not use any bots, spiders, page-scraping or other automated or manual processes or methods to copy or monitor this Lemon Squeezy Service or any of its contents. (d) Any content or data you upload or input in the Lemon Squeezy Service will not contain any obscene, immoral, libelous or unlawful material or any materials or instructions that may cause harm or injury, and will not violate any person’s right of privacy or any copyright, trademark, or other intellectual property rights. (e) You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any other way use or exploit any of the content of the Lemon Squeezy Service or other Lemon Squeezy Materials other than for their authorized purposes. You will use Lemon Squeezy Materials solely for your own internal use, unless you’ve obtained the prior express written permission of Lemon Squeezy to authorize other users to access the Lemon Squeezy Service or use such Lemon Squeezy Materials. (f) You will not delete or alter any proprietary rights or attribution notices in any content or Lemon Squeezy Materials obtained through the Lemon Squeezy Service. (g) You agree that you do not acquire any ownership rights in any content provided by Lemon Squeezy, its licensors, or other third parties, or in any Lemon Squeezy Materials. We do not grant you any licenses, express or implied, to any Lemon Squeezy Materials except as expressly provided in these Terms, in connection with such content or materials, or as contained in a binding contract between you or the Customer and Lemon Squeezy.
- LINKS TO THIRD PARTY SITES. If you decide to access or use any third party websites linked to the Lemon Squeezy Service, you do this entirely at your own risk.
- TRADEMARKS. Lemon Squeezy’s name and its service marks, trademarks and logos, as well as any other Lemon Squeezy product and service names and logos displayed on the Website or Lemon Squeezy Service, are registered trademarks or trademarks of Lemon Squeezy Software, LLC or its affiliates. The names of third party companies and their trademarks are the property of their respective owners and may also be trademarks. Lemon Squeezy’s trademarks may be used publicly only with prior written permission from Lemon Squeezy.
- TERM AND TERMINATION. These Terms shall remain in force until terminated by either party. These Terms and your right to access to the Lemon Squeezy Service automatically terminate, without notice to you, if Lemon Squeezy’s contract with the Customer terminates or if your employment or engagement with the Customer terminates. Either you or Lemon Squeezy may also terminate these Terms at any time, for any or no cause, by giving notice to the other party. Without limiting the foregoing, if you breach any of the terms of these Terms, Lemon Squeezy has the right, at its sole discretion and without prior notice, to suspend, modify, disable, or terminate your account or your use of the Lemon Squeezy Service. Upon termination, you will no longer have access to the Lemon Squeezy Service and the Customer Data thereon, except as described in this subsection. The Customer will have access to the Customer Data in accordance with the terms of its subscription agreement with Lemon Squeezy.
- INDEMNIFICATION. You agree to indemnify and hold Lemon Squeezy harmless from and against any and all actions, suits, proceedings, losses, liabilities, damages, costs, and expenses (including attorneys’ fees) that Lemon Squeezy may incur or suffer in connection with any data or content input or uploaded to the Lemon Squeezy Service, or by reason of the breach or alleged breach of any of your obligations under these Terms.
- ASSIGNMENT. You may not allow others to use your Lemon Squeezy Service account, and these Terms may not be assigned by you, without Lemon Squeezy’s prior written consent, which will not be unreasonably withheld. Lemon Squeezy may freely assign these Terms.
- WARRANTIES AND DISCLAIMERS. LEMON SQUEEZY WARRANTS THE LEMON SQUEEZY SERVICE SOLELY TO THE CUSTOMER. NO WARRANTIES ARE MADE TO YOU OR ANY OTHER USER OF THE LEMON SQUEEZY SERVICE ON A PERSONAL BASIS. EXCEPT AS SPECIFICALLY AGREED BY LEMON SQUEEZY IN WRITING, THE LEMON SQUEEZY SERVICE AND OTHER LEMON SQUEEZY MATERIALS ARE PROVIDED “AS IS” AND LEMON SQUEEZY AND ITS LICENSORS MAKE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, AND DISCLAIM ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. LEMON SQUEEZY DOES NOT WARRANT THAT THE LEMON SQUEEZY SERVICE IS ENTIRELY ERROR-FREE. LEMON SQUEEZY’S AND ITS LICENSORS’ TOTAL LIABILITY TO YOU FOR ANY CLAIM OR DAMAGE ARISING OUT OF THESE TERMS, INCLUDING ANY USE OF OR INABILITY TO USE THE LEMON SQUEEZY SERVICE OR OTHER LEMON SQUEEZY MATERIALS, SHALL BE LIMITED TO DIRECT DAMAGES, WHICH SHALL NOT EXCEED THE TOTAL AGGREGATE AMOUNT OF $10. IN NO EVENT SHALL LEMON SQUEEZY OR ITS LICENSORS BE LIABLE FOR ANY LOST PROFITS, LOST DATA, INTERRUPTIONS OF BUSINESS, OR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE LEMON SQUEEZY SERVICE OR OTHER LEMON SQUEEZY MATERIALS, REGARDLESS OF WHETHER LEMON SQUEEZY HAS NOTICE OF THE POTENTIAL FOR SUCH LOSS OR DAMAGE. Some jurisdictions prohibit certain limitations of damages in consumer contracts, so the above limitations may be superseded by law in some jurisdictions.
- APPLICABLE LAWS. (a) Lemon Squeezy controls the Lemon Squeezy Service from its offices in the United States of America. Lemon Squeezy makes no representation that the Lemon Squeezy Materials are appropriate or available for use in other locations, and access to them from territories where their content is illegal is prohibited. Those who choose to access the Lemon Squeezy Service from other locations do so on their own initiative and are responsible for compliance with applicable local laws. (b) You may not use or export the Lemon Squeezy Materials other than as permitted by the Customer’s agreement with Lemon Squeezy. (c) These Terms shall be governed by the laws of the state of Utah, excluding conflicts of laws rules. You consent to the exclusive jurisdiction and venue of courts in Utah in all disputes arising out of or relating to these Terms. (d) Lemon Squeezy’s provision of the Lemon Squeezy Service and other Lemon Squeezy Materials and services is subject to existing laws and legal process, and nothing contained in these Terms limits Lemon Squeezy’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Lemon Squeezy Service, other Lemon Squeezy Materials, or Customer Data.