LETSSHARE TERMS OF USE & SUBSCRIPTION AGREEMENT

LetsShare, Inc. (“LetsShare” / “we” / “us” / “our”) provides a software-as-a-service product, referred to in marketing material as LetsShare (the “Platform”).

The Platform provides subscribers with functionality that enables the collection and collation of data & feedback from customers or users via mobile application. The Platform has two components:

(a) The LetsShare mobile application, which is currently available for download in the iOS App Store and Google Play; and

(b) The LetsShare web application, which is accessible at www.letsshareapps.com (the “Website”).

BY ACCEPTING THIS SUBSCRIPTION AGREEMENT (“AGREEMENT”), EITHER BY CLICKING ON THE “I ACCEPT” BUTTON BELOW OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT.  IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU,” “YOUR” OR “CUSTOMER” SHALL REFER TO SUCH ENTITY.  IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

“Users” means individuals who are authorized by you to use the Services, for whom subscriptions to a Service have been purchased, and who have been supplied user identifications and passwords by you (or by us at your request) and individuals and third party service providers you permit to anonymously access the Services.  Users may include but are not limited to your employees, consultants, contractors and agents; or third parties with which you transact business.

“Your Data” means all electronic data or information submitted by you or Users to the Services including identities, data and information on, of or about any Users of the Services.

This Agreement applies to anyone signing up to use the Platform, and your use of the Platform indicates that you consent to and accept all the terms & conditions within this Agreement, as well as those included in our Privacy Policy.

 

1. USE OF LETSSHARE SERVICES

a. Services.If you subscribe to use the Platform, you will have access to the LetsShare Platform and services (collectively, the “Services”). We will use commercially reasonable efforts to make the Services available except for: (a) planned downtime (for which we shall endeavor to give at least 48 hours’ notice via the Services and which we shall schedule to the extent practical to minimize the impact to you, or (b) any unavailability caused by circumstances beyond our reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving our employees), or Internet service provider failures or delays.

b.Software and Services License.LetsShare hereby grants you a limited, non-exclusive, non-transferable license to use our Services during the term of your subscription within your organization and not for resale or further distribution. Your right to use our Services is limited by all terms and conditions set forth in this Agreement.

LetsShare further grants you a non-exclusive, non-transferable license to use the LetsShare web application and mobile application to access and make use of the Platform. For greater certainty, any software provided is licensed; not sold.

c. Equipment Loan.As part of the terms of your subscription, LetsShare may provide you with an agreed number of mobile tablets, tablet chargers, and related equipment (collectively, the “Equipment”), either on a temporary basis, or for an indefinite period of time; provided, that the minimum term of the Subscription is twenty-four (24) months. Unless otherwise agreed to by us, we may provide one piece of hardware per 15 student profiles that will be used in the Subscription. You may also opt to provide your own mobile tablet(s) and use the Services without leasing/borrowing Equipment from LetsShare.

The number of units of Equipment will be as agreed upon and submitted to you in a quote and may be increased or decreased by written agreement during the term of your subscription.

Unless otherwise specified, LetsShare will be responsible for shipping the Equipment to you at the address(es) you provide on sign-up. Upon delivery of the Equipment by LetsShare or one of its agents, as the case may be, liability for loss or damage will pass to you or to the carrier, as appropriate. Neither you nor any person shall modify or alter the Equipment. The Equipment shall retain any proprietary markings (including copyright and patent) provided there.

e. Deposits & Returning Deposits. Prior to supplying you with any Equipment, we may require a deposit as a guarantee of payment (“Deposit”). By providing us a Deposit, you grant us a security interest for all current or future amounts owed to us related to the Services and the Equipment. We may change the Deposit at any time with notice. You cannot use a Deposit to make or delay payments. Unless prohibited by law, we may mix Deposits with our other funds and it will not earn interest, and we reserve the right to return the Deposit as a credit on your invoice at anytime. If your Services are terminated for any reason before the Term is in effect for twenty-five (25) months, and you do not return the Equipment to us in good condition within thirty (30) days after the end of the Term, we may keep and apply your Deposit to any outstanding charges in addition to any other remedies available to us pursuant to this Agreement.

f. Passwords and Access.You are responsible for safeguarding the password that you use to access the Website and Platform, and you are responsible for any activities or actions undertaken while logged in under your password. You agree to keep your password secure. We cannot, and will not, be held liable for any loss or damage arising from a failure to comply with these requirements.

 

2 PROPRIETARY RIGHTS

a. Reservation of Rights.Subject to the limited rights expressly granted hereunder, we reserve all rights, title and interest in and to the Platform and the Services, including all related intellectual property rights.  No rights are granted to you hereunder other than as expressly set forth herein. All Equipment provided as part of the Services is either owned by LetsShare or licensed/distributed by third party providers.

b. Restrictions.You shall not, (i) make the Services available to anyone other than Users, (ii) sell, resell, rent or lease the Services, (iii) use the Services 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, (iv) use the Services to store or transmit malicious code, (v) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein, (vi) attempt to gain unauthorized access to the Services or their related systems or networks, (vii) create derivative works based on the Services, (viii) copy, frame or mirror any part or content of the Services, other than copying or framing on your own intranets or otherwise for your own internal business purposes, (ix) reverse engineer the Services, or (x) access the Services in order to build a competitive product or service, (xi) copy any features, functions or graphics of the Services, or (xii) abuse the Services.  If an abuse is flagged by our monitoring systems, we shall, in addition to, and not exclusive of, any other remedies at law or in equity, have the right to audit and require you to take immediate corrective actions.

c. Ownership of Your Data.As between us and you, you exclusively own all rights, title and interest in and to all of Your Data.  For the purposes of providing the Service and for no other purpose, You hereby grant to LetsShare a worldwide, non-exclusive, fully-paid, royalty-free, transferable license to use, reproduce and display Your Data solely in order to provide the Service to You.

d. Aggregate Data.You agree that LetsShare may collate, modify and create aggregate, non-personally identifiable information from Your Data and from use of the Services and LetsShare may reuse all general knowledge, know-how, work and technologies acquired during provision of the Services.

e. Suggestions.LetsShare shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual, unrestricted license to use and/or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by you or your users relating to the operation of the Services.

f. General Learning.LetsShare may compile and analyze usage and performance of the Services (“Compiled Data”) and may use Compiled Data to build features and improve the functionality and feature set of the Services. LetsShare shall have exclusive ownership of any Compiled Data and the exclusive right to use the same for any purpose, provided that LetsShare shall not distribute any Compiled Data in a manner which identifies your organization or your customers, as applicable.

 

3 CONFIDENTIALITY

a. Non-disclosure.Any information not generally known to the public that is disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) in connection with this Agreement and that has been identified as proprietary and/or confidential shall be kept in strict confidence by the Receiving Party and may only be used or disclosed with permission of the Disclosing Party.

This Section will not apply to any information which is in the public domain (otherwise than through breach of this Agreement); is known by the Receiving Party prior to its disclosure by the Disclosing Party or is independently developed by the Receiving Party without breach of the obligations contained in this Agreement; or has been received by the Receiving Party from a third party who is not subject to obligations similar to the obligations contained in this Agreement.

b. Pricing Information.You acknowledge and understand that any and all information relating to the cost paid for the Services, or any discounts/promotion that you may have received in procuring the Services are strictly confidential between you and LetsShare.

You understand this information may not be shared with, discussed with or revealed to any party other than an authorized representative of LetsShare or your organization’s internal stakeholders during the decision-making process.

Failure to maintain the confidentiality of this information could severely and irrevocably affect LetsShare’s ability to do business, and would constitute a breach of the Subscription Agreement. In the event of such a breach, your use of the Services will be terminated immediately, without any sort of refund or compensation.

 

4 TECHNICAL SUPPORT, CONSULTATION AND CHANGES TO SERVICES

a. Technical Support.LetsShare will provide basic technical support to you during the term of your subscription if you call the support desk or e-mail LetsShare. A section Frequently Asked Questions that explain the features and capabilities of the Services and how to use them are available on the Website.

b. Availability.The Website and/or Services may be unavailable from time to time due to maintenance or malfunction of computer or network equipment or other reasons. LetsShare may periodically add or update the information and materials on this Website without notice and may suspend the Service if you are in arrears in your payment obligations.

c. Service Updates.The Services are continually being developed, modified and/or enhanced. You will be provided access to any new features we generally make available to the Services during the term of your subscription, at no additional cost. However, you acknowledge and agree that the Services are provided ‘as is’ and you are not subscribing to use the Services based on any expectation of future features or functionality.

d. Agreement Updates.The date of the last revision of this Agreement is set out at the bottom of this document. We reserve the right to further revise the terms of this Agreement from time to time and the most current version will always be available at: letsshareapps.com

All material changes to this Agreement will be notified to you via an update the next time you log in to the Platform, or via e-mail to the e-mail address(es) associated with your account. All changes will take effect 10 business days from the date of publication on the Website. By continuing to access or use the Website or Services after those revisions become effective, you agree to be bound by the revised Agreement terms.

 

5 PAYMENT TERMS

a. Subscription Fees.In order to use the Services, you must sign up and pay a monthly or annual subscription fee that covers access to and use of the software, the Services and use of any loaned Equipment. Subscription fees will be stated at the time you sign up for the Services may vary depending on your Equipment needs & the number of licenses associated with your subscription, and length of the subscription.

b. Consultations.If you would like to receive a Consultation, you may be required to pay a consultation fee, unless otherwise specified in the quote details. For a list of our subscription and consultation fees, please speak to a LetsShare agent, who will provide a customized quote for you.

c. Payment Terms.Fees for the Services will be invoiced on a monthly or annual basis, as per the terms of the quote you accept. Unless otherwise stated in an invoice, charges are due net thirty (30) days from the invoice date. You are responsible for maintaining complete and accurate billing and contact information with LetsShare. All amounts are payable in United States dollars.

Fees are based on the scope of the Services you purchased as part of your subscription, as outlined in the quote you accept, and not actual usage. Payment obligations are non-cancelable, fees paid are non-refundable and a subscription cannot be terminated by you during the relevant subscription term, unless agreed to by an authorized LetsShare representative.

d. Overdue Payments.Any payment not received from you by the due date may accrue, at LetsShare’ discretion, late charges at the rate of 3% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid. You shall pay on demand all of our reasonable attorney fees and other costs incurred by us to collect any fees or charges due us under this Agreement.

e. Taxes.Unless otherwise stated within the quote you accept, LetsShare’s fees do not include any direct or indirect local, state, provincial, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value-added, goods and services, harmonized, use or withholding taxes (collectively, “Taxes”). You are responsible for paying all Taxes associated with its purchases hereunder, excluding taxes based on LetsShare’s net income or property.

 

6. TERM AND TERMINATION

a.Term.Your subscription will begin upon signature of a quote or purchase order, or acceptance of an electronic quote referencing these terms. This Agreement will remain in full force and effect for the duration of the term of your subscription.

Unless otherwise agreed in a purchase order or in the quote you accept, the term of your subscription will be monthly with auto-renewals for each successive month unless either party gives at least 30 days written notice of termination prior to the expiry of the then current term or unless terminated sooner in accordance with Section 6(b) below.

b. Termination.Either party may terminate this Agreement with written notice if the other party (i) fails to correct a material breach of its obligations under this Agreement within thirty (30) days after receipt by such other party of written notification from the notifying party of such material breach; (ii) ceases to carry on business as a going concern; or (iii) files a bankruptcy petition or has such a petition filed involuntarily against it, becomes insolvent, makes an assignment for the benefit of creditors, consents to the appointment of a trustee, or if bankruptcy reorganization or insolvency proceedings are instituted by or against the other party.

c. Returns Procedure.On termination of this Agreement for any reason, your right to use the Services will terminate and you will not be able to access historical data. If the Term of the Services has been less than twenty-five (25) consecutive months, then you must return the Equipment (if any) to LetsShare within three (3) business days of the termination of the Agreement.

If any Equipment is not received by LetsShare, or is received and found to be damaged while in your possession, LetsShare will charge you the full retail replacement cost of the damaged Equipment. Failure to pay the full retail replacement cost of any such Equipment within 30 days of the end of the Term shall incur late charges at the rate of 3% of the full retail replacement cost of the damaged Equipment, or the maximum rate permitted by law, whichever is lower. Each party shall promptly return or destroy (at the disclosing party’s election) any Confidential Information of the other party.

d. Survival.The obligations of the parties under this Agreement that by their nature would continue beyond expiration, termination or cancellation of this Agreement (including, without limitation, the warranties, indemnification obligations, confidentiality requirements, ownership and proprietary rights) shall survive any such expiration, termination or cancellation.

 

7. REPRESENTATIONS, WARRANTIES AND DISCLAIMERS; INDEMNITY

a. Mutual Representations and Warranties.Each party represents and warrants to the other party that: (i) it is a corporation or registered institution (e.g. government department, registered non-profit, etc.), duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or registration; (ii) it has all requisite power and authority and approvals to execute, deliver and perform its obligations under this Agreement; (iii) the execution and delivery of this Agreement and the performance of its obligations hereunder have been duly authorized by it and any necessary third parties; and (iv) it will perform its duties and obligations hereunder in a careful, diligent, professional, proper, efficient and business-like manner.

b. Protection of Your Data. We shall maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data.  We shall not (a) modify Your Data, (b) sell or disclose Your Data except as compelled by law or as expressly permitted in writing by you, or (c) access Your Data except to provide the Services or prevent or address service or technical problems, or at your request in connection with customer support matters.

c.Indemnity.You agree to indemnify LetsShare and its officers, directors, agents, and employees harmless from and against any and all loss, damage, claims, demands, actions and costs (including legal/attorney fees), charges, expenses and liabilities of whatsoever nature incurred directly or indirectly out of or in connection with breach or alleged breach of the warranties in this Agreement or your obligations under this Agreement.

 

8. DISCLAIMER OF WARRANTIES

THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM LETSSHARE OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, LETSSHARE, ITS SUBSIDIARIES, AND ITS LICENSORS DO NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; OR THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED.

 

9. IMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LETSSHARE, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THESE SERVICES.LETSSHARE’S AGGREGATE LIABILITY FOR ALL CLAIMS OF ANY KIND ARISING AS A RESULT OF OR RELATED TO THIS AGREEMENT, SHALL NOT EXCEED AN AMOUNT EQUAL TO THE AMOUNTS ACTUALLY PAID BY YOU TO US IN THE PREVIOUS 12 MONTHS PRIOR TO A CLAIM ARISING. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

 

10. GENERAL
You may not assign or transfer any interest under this Agreement without the written consent of LetsShare. This Agreement is governed by the laws of the State of Delaware and constitutes the entire agreement between the parties with respect to the subject matter herein. If any part of this Agreement is held to be invalid or otherwise unenforceable, the provision shall no longer form part of this Agreement; however, the remainder Agreement shall stand.

No failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver of such right, power or privilege. It is not intended that any agency or partnership relationship be created by this Agreement.

Neither party shall be liable for any failure or delay in performing any of its obligations hereunder if such delay is caused by any event or circumstance beyond its reasonable control, including acts of nature, accidents, breakdowns of equipment or software, power failures, strikes, lockouts, or any other industrial, civil or public disturbance.

Nothing stated in this Agreement shall be interpreted to construe the parties as partners or as creating any relationship other than as independent contractors.

The confidentiality and intellectual property representations, warranties and covenants contained in this Agreement shall survive the termination or expiry of this Agreement.

 

11. CONTACT
If you are interested in more information, please reach out to us at info@letsshareapps.com.

LAST UPDATED: 05/23/15