Vendor Risk Assessment
Terms of Service
Effective Date: July 13, 2017
Jordan Lawrence Group, L.C. (“Jordan Lawrence,” “us,” “we,” or “our”) operates a Vendor Risk Assessment service that (1) assists Clients and their Authorized Users (as such terms are defined below) in performing risk assessments of their third-party vendors, subcontractors and other service providers by allowing users to create, modify and distribute surveys, and (2) allows such vendors, subcontractors and other service providers to respond to such surveys and submit documents to others for review via our websites vra.jordanlawrence.com and vrs.jordanlawrence.com (such website, and any other website owned or operated by Jordan Lawrence to provide the Vendor Risk Assessment, the “Site”, and each such vendor, subcontractor or other service provider who completes a survey or provides other information or documentation via the Service, as requested by a Client or Authorized User, a “Vendor”).
These Jordan Lawrence Terms of Service (the “Terms of Service”) set forth the terms and conditions under which you may access and use the Site, the Vendor Risk Assessment service made available via the Site, together with any technical support, consultation, documentation, data, or other services provided by Jordan Lawrence in connection with or related to the Vendor Risk Assessment service, via the Site or otherwise (collectively, the “Service”). For clarity, these Terms of Service apply to the Service marketed as the ACC Vendor Risk Service Powered by Jordan Lawrence (the “Co-Branded Service”).
These Terms of Service are the terms of a legally binding agreement made by and between Jordan Lawrence and you, personally, and on behalf of the entity for whom you are using the Service (collectively, “you” or “your”). In general, these Terms of Service apply to you regardless of the capacity in which you are using the Service. However, as set forth in these Terms of Service, certain terms apply to you only if you are using the Service in a particular capacity; specifically:
If you are the organization that has obtained a subscription to use the Service via an Order Form (as defined below), you are a “Client”; and
If you are a user of an account (each a “User Account”) issued under Client’s account (the “Client Account”) you are an “Authorized User”.
By accessing or using any part of the Service, you agree that:
you are authorized to use the Service in the capacity in which you use the Service,
you have the power and authority to enter into these Terms of Service individually and, if applicable, on behalf of the entity for whom you are using the Service, and, without limiting the generality of the foregoing, if you are establishing a Client Account or are an administrator of a Client Account, you have the authority to bind the Client to these Terms of Service, and
you have read, understood and agreed to be bound by these Terms of Service.
If you are not authorized to use the Service, if you do not have the power and authority to enter into these Terms of Service, or do not agree to be so bound, do not access or use any part of the Service.
Jordan Lawrence reserves the right to modify or change these Terms of Service at any time without prior notice to you. If Jordan Lawrence modifies or changes these Terms of Service, it will also revise the “Effective Date” at the top of this page. The most current version of these Terms of Service can be reviewed by clicking on the “Terms of Service” hypertext link located at Your continued access to and/or use of the Service after Jordan Lawrence posts any revised Terms of Service constitutes your agreement to any such revised Terms of Service.
1. General Use and Restrictions.
1.1 License to Client.
f you are the Client, then conditioned upon and subject to strict compliance with these Terms of Service, Jordan Lawrence grants you, during the Subscription Period (as defined below), a personal, non-exclusive, non-transferable, limited license to access and use the Service to perform risk assessments of your Vendors by, among other things, creating, modifying and distributing surveys (including, if applicable, by using or creating derivative works of any assessment templates made available to you via the functionality of the Service (the “Assessment Templates”)) in each case solely: (a) for your internal business purposes, (b) to the extent the applicable functionality is made available to you, as a Client, from time-to-time, and (c) all subject to earlier termination as set forth in these Terms of Service.
1.2 License to Authorized Users.
If you are an Authorized User, then conditioned upon and subject to strict compliance with these Terms of Service, Jordan Lawrence grants you, for the period of time that you are authorized to access and use your User Account by Client during such Client’s Subscription Period (as defined below), a personal, non-exclusive, non-transferable, limited license to access and use the Service to perform risk assessments of the Client’s Vendors by, among other things, creating, modifying and distributing surveys (including, if applicable, by using or creating derivative works of any Assessment Templates), in each case solely: (a) on behalf of Client, (b) to the extent the applicable functionality is made available to you, as an Authorized User, from time-to-time, and (c) through the provided functionality of the Service, all subject to earlier termination as set forth in these Terms of Service. If your User Account is terminated by Jordan Lawrence or the Client on behalf of whom you are using the Service, your right and license to use the Service shall terminate immediately upon termination of such User Account. If you have not been issued a User Account by Jordan Lawrence or Client, you do not have a license to use the Service.
1.3 Use of the Service.
You agree not to enter or use the Service for any purpose that is not expressly permitted by these Terms of Service, taking into consideration the capacity in which you are using the Service, or is otherwise unlawful. You further agree to comply with all applicable laws, statutes, ordinances, regulations, contracts and licenses regarding your use of the Service including, without limitation, those applicable to the Internet, e-mail, privacy, copyrights and trademarks, data and, if applicable, the transfer of data from the country in which you reside.
1.4 Restrictions and Prohibited Conduct.
You agree not to: (a) use any of Jordan Lawrence’s trademarks as metatags on other websites; (b) use the Service in any manner that is illegal or impairs the operation of the Service or its availability or usage by others; (c) disrupt, interfere with or damage the Site or the Service, including the security or user authentication of the Site or the Service; (d) display any part of the Service in frames (or any content via in-line links); (e) infringe, violate, or transgress any right of any party in your use of the Service; (f) decompile, reverse engineer or disassemble any software or other products or processes accessible through the Service, and not to insert any code or product or manipulate the Service in any way that affects the user’s experience including, without limitation, taking any action that imposes, or may impose, an unreasonable or disproportionately large load on the Service; (g) use any data mining, web crawlers, robots, cancelbots, spiders, Trojan horses, or any data gathering or extraction method in connection with your use of the Service except for customary search engines used in accordance with automated instructions directed to search engines and available on the Service; (h) attempt to obtain unauthorized access to the Site or the Service; (i) engage, directly or indirectly, in transmission of “spam,” chain letters, junk mail or any other type of unsolicited solicitation in your use of the Service; (j) use the Service for any purpose other than a purpose authorized by applicable laws, rules, and regulations or for any purpose not authorized under these Terms of Service; or (k) assist any third party in engaging in any activity prohibited by these Terms of Service.
2. The Service.
You acknowledge and agree that portions of the Service available to you, as a particular Authorized User, will vary from portions of the Service available to other Authorized Users, and that no Authorized User has access to all portions of the Service. For example, certain portions of the Service are available only via the Co-Branded Service. You agree not to use or access, or attempt to use or access, any portion of the Service to which you are not expressly given permission by us and/or Client, as applicable.
2.2 Authorized User and User Account.
If you are an Authorized User, you may not authorize any other person to enter and/or use your User Account; if you are the Client, you agree that only Authorized Users acting under your authority and who are bound by the terms of these Terms of Service may enter and/or use your Client Account. Accordingly, you agree to protect your username and password by, among other things, keeping your username and password confidential. You acknowledge and agree that you will be responsible for all access to and use of your User Account and, if applicable, your Client Account via your username and/or password. You agree to (a) immediately notify Jordan Lawrence of any unauthorized use or suspected unauthorized use of your login credentials or any other breach of security known to you or reasonably suspected by you, if you believe any password or account information has been stolen or otherwise compromised in connection with such breach, and (b) ensure that you exit from your User Account or your Client Account, as applicable, at the end of each session.
2.3 System Protocols.
When using the Service, Client and its Authorized Users may develop, provide and maintain Client-specific risk assessments, analysis, risk ratings and Vendor vetting standards (“System Protocols”). Client and its Authorized Users may establish System Protocols for each unique service or software being provided by a Vendor (each such set of System Protocols for each unique service or software is a “Vendor Profile”). The number of Vendor Profiles that a Client may establish (whether through a Client Account or any of its User Accounts), if any, is set forth on the Order Form. Client and its Authorized Users are responsible for determining whether the System Protocols comply with any legal, tax, accounting, operational, regulatory and other requirements.
2.4 Customer Service.
In general, Jordan Lawrence customer service is available to its Clients [via email at firstname.lastname@example.org, or via such other or additional means as Jordan Lawrence, in its discretion, may elect to make available to Client from time to time, between 8:00 am to 5:00 pm CST Monday through Friday, excluding holidays.
If you are the Client, you may be issued a Client Account that consists of one or more User Accounts that may be used to administer your Client Account and to establish other User Accounts, subject to any limitations imposed by Jordan Lawrence on the number of User Accounts permitted for your Client Account, as set forth on the applicable Order Form (as defined below). Any use of a User Account comprising a Client Account shall be considered a use of such Client Account. Each User Account must be designated for use by a named individual, and Client may allow only such named individual to use the User Account designated for him or her. If an Authorized User is no longer authorized by Client to use and access a User Account, Client shall deactivate, or shall ask Jordan Lawrence to deactivate, such User Account. Client will be responsible for all access to, and use of, the Service by an Authorized User (and anyone that uses and/or accesses the Service through a User Account comprising your Client Account) and for any damage we incur as a result of any act, error, or omission of any Authorized User (and anyone that uses and/or accesses the Service through a User Account comprising your Client Account). Without limiting the generality of the foregoing, any breach of these Terms of Service by an Authorized User (and anyone that uses and/or accesses the Service through a User Account comprising your Client Account) shall be considered a breach by Client.
4. Authorized Users.
If you are an Authorized User, you hereby acknowledge that Client may submit information about you, such as your name, email address or other contact information, to us via the Service in order to establish your User Account and you expressly consent to use of such information in accordance with the terms of these Terms of Service. In addition, if you are an Authorized User, you further acknowledge and agree that Client has the right to (a) view your activity in connection with your User Account and your User Content; (b) control you access to your User Content; and (c) terminate and/or suspend your access to your User Account.
5. Content You Provide.
5.2 Information Provided.
If you use the Service to provide any information to us, then by providing such information, you agree that the information you provide is true, accurate, current and complete information. By providing information to us via the Service, you represent, warrant and covenant that you are specifically authorized to provide such information to us and that you are authorized to use, process and share, and permit us to use, process and share such information in accordance with these Terms of Service and you assume all responsibility for dissemination and use of the information provided. The content you provide via a Client Account or User Account is “User Content”, which content may include, without limitation, System Protocols, Vendor Profiles, documentation and contact information regarding Authorized Users or Vendors.
5.3 License to Content.
By uploading or otherwise submitting User Content to the Service, you hereby grant to Jordan Lawrence a limited license to such User Content (in whole or part) for the following purposes:
if you are the Client or an Authorized User: (i) providing the Service to you and other Authorized Users of the Client Account (and the User Accounts that comprise the Client Account); (ii) customizing and improving the Service for you and other Authorized Users of the Client Account (and the User Accounts that comprise the Client Account); (iii) enabling your Vendors to access the Site and the Service in connection with your use of the Service, including providing User Content to such Vendors; (iv) providing support and customer service to you and other Authorized Users of the Client Account (and the User Accounts that comprise the Client Account) and to your Vendors;
our internal research and analysis for purposes of improving the Service and other services we provide to our clients; and
to create compilations and analyses of such information and data, aggregated with other data, information, and content, which compilations and analyses cannot be linked to identified or identifiable natural persons (such information, “Aggregated Data”), and to use such Aggregated Data for any lawful purpose.
Jordan Lawrence may continue to use any particular Authorized User’s User Content for the purposes set forth above until expiration or termination of the Subscription (as such term is defined below) of the Client in respect of whom such Authorized User is using the Service. After termination or expiration of such Subscription, Jordan Lawrence may continue to use such User Content solely for purposes of: (a) our internal research and analysis for purposes of improving the Service and other services we provide to our clients and (b) creating Aggregated Data. Jordan Lawrence’s rights to use any Aggregated Data shall survive any termination or such Subscription or these Terms of Service.
5.4 Your Responsibilities.
You acknowledge that we have no obligation to screen User Content or any information provided by any of your Vendors uploaded to the Service. You expressly agree that we are not responsible for any use or misuse of such User Content by any person to whom we are authorized to provide, disclose or otherwise share such information as provided in Section 5.3 above; you agree that you are responsible for your use of any information provided by any of your Vendors via the Service and for using or disclosing such information only in a manner that complies with any agreement you may have with your Vendors. You agree not to provide any User Content to the Service that (a) is unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, pornographic, profane, false, hateful, indecent or otherwise objectionable to Jordan Lawrence in its sole and absolute discretion, (b) contains false, fraudulent, deceptive or misleading statements, (c) infringes, misappropriates or otherwise violates a copyright or trademark, or any other intellectual property right of another, (d) violates the privacy rights of another, or (e) violates any municipal, state or federal law, rule, regulation or ordinance of any nation, or attempts to encourage such violation. Without limiting your obligations, Jordan Lawrence may refuse, remove or disable any content, including User Content that is available via the Service, including any such content submitted to the Service that Jordan Lawrence, in its sole discretion, deems abusive, defamatory, obscene, unlawful or otherwise unacceptable.
5.5 Law Enforcement and Legal Processes.
You agree that we may share User Content as required by, or permitted by, law, whether in response to subpoenas, court orders, other legal processes, or as we believe is necessary to exercise our legal rights, including to defend against legal claims that have been or might be brought against us, and we may share such information or content with law enforcement agencies if we reasonably believe unlawful activities have occurred or such information or content may aid in an investigation into unlawful activity.
We are committed to protecting and securing your User Content (if you are an Authorized User). We take reasonable and appropriate steps to protect the safety and security of your User Content. This includes using industry standard security measures to protect against the risk of loss or misuse of User Content under our control. For example, we have a written information security policy that applies to User Content and our employees and contractors are kept up-to-date on our security and privacy practices. Upon your request, and subject to your compliance with our reasonable measures to protect the confidentiality of our security policy, we will provide a copy of our then-current security policy to you.
6. Fees and Payments.
6.1 Fees for the Subscription Period.
Client shall pay to Jordan Lawrence any fees due for the Subscription Period in accordance with the written order form executed by Client and Jordan Lawrence for the Service (the “Order Form”).
6.2 Fees for Renewal Periods.
The Annual Fee set forth on and as defined in the Order Form may be, in Jordan Lawrence’s discretion, increased for each Renewal Period (as defined below) by no more than a percentage of such fees then in effect equal to the lesser of (a) the percentage increase in the Consumer Price Index For All Urban Consumers, All Items, U.S. City Average, published by the Bureau of Labor Statistics of the United States Department of Labor (“CPI”) for the most recently completed 12-month measurement period for which CPI data is available, or (b) four percent (4%).
6.3 Due Dates.
The fees for the first year of the Subscription Period are due within twenty-one (21) business days of Client’s receipt of invoice. The Annual Fee for each subsequent year of the Subscription Period and for any Renewal Period (as adjusted in accordance with Section 6.2 above) are due on the anniversary of the Order Form’s Effective Date (as such date is set forth in and defined in the Order Form).
All amounts payable under these Terms of Service are exclusive of all sales, use, value-added, withholding, and other taxes and duties. Client will promptly pay, and indemnify Jordan Lawrence against, all taxes and duties assessed in connection with (a) any such amounts, (b) these Terms of Service, and (c) performance hereunder by any authority within or outside of the U.S., except for taxes payable on Jordan Lawrence’s net income.
6.5 Late Payments.
Client shall pay a late charge on any amount which remains unpaid forty-five (45) days after its due date. The late charge shall be compounded and computed daily at the lesser of (i) 1.5% per month, or (ii) the highest rate permitted by applicable law. Client shall pay all costs (including, without limitation, reasonable attorney fees) incurred by Jordan Lawrence in collecting any overdue amounts from Client.
All amounts payable hereunder must be made in U.S. dollars. All payments are non-refundable.
7. Term and Termination.
7.1 Authorized Users.
If you are an Authorized User, then, as an Authorized User, you may stop accessing or using the Service and your User Account at any time. Jordan Lawrence may terminate your access to the Service or your User Account in whole or in part if it reasonably believes you have breached any of these Terms of Service, or if the Client’s access to the Service or the Client Account is terminated or expires. Following any such termination or expiration, you will not be permitted to access the Service, your User Account or the Client Account.
If you are the Client, you may stop accessing or using the Service at any time, but you will have the right to continue to use and access the Service in accordance with these Terms of Service until the expiration of your Subscription Period or any Renewal Period (as such terms are defined below) or the earlier termination of your Subscription (as defined below). The term of your subscription to the Service (a “Subscription”) shall commence on the Start Date specified on the applicable Order Form, and shall continue for the period of time specified on such Order Form (such period of time, the “Subscription Period”). Unless the Order Form states otherwise, upon the expiration of the Subscription Period and each Renewal Period, if any, the term of your Subscription shall automatically renew for successive periods of one (1) year each (each such one year period is a “Renewal Period”) unless (a) either of use gives the other notices of its intention not to have the Subscription renew at least thirty (30) business day before the scheduled expiration of the then-current term, or (b) we agree otherwise in writing.
7.3 Termination for Cause.
If you are the Client: (a) we may terminate your Subscription prior to the end of the Subscription Period if you or any of your Authorized Users is in default of or has otherwise breached such person’s obligations under these Terms of Service or the Order Form and has not cured such default or breach within thirty (30) days after written notice of such default from us and (b) you may terminate your Subscription prior to the end of the Subscription Period we are is in default of or have otherwise breached our obligations under these Terms of Service or the Order Form and have not cured such default or breach within thirty (30) days after written notice of such default from you. If Jordan Lawrence terminates your Subscription pursuant to this Section 7.3, you shall immediately pay to Jordan Lawrence all unpaid fees due through the remainder of the current Subscription Period and any other amounts payable under these Terms of Service or the applicable Order Form as of the date of termination. If you terminate your Subscription pursuant to this Section 7.3 as a result of a breach by Jordan Lawrence, Client will no longer be required to pay the Annual Fee for any subsequent years of the Subscription Period.
7.4 Effect of Termination of Subscription.
Upon expiration or termination of Client’s Subscription, (a) Client and all of its Authorized Users have no further right to access to the Service, and (b) Jordan Lawrence may, in its sole discretion, delete all User Content and all information provided by your Vendors; provided, however, that Jordan Lawrence may continue to use any such content or information in accordance with Section 5.3 above.
7.5 General Provisions, Termination and Survival.
The rights and remedies of Jordan Lawrence under these Terms of Service shall survive any expiration or termination the Client’s Subscription or termination of your access to the Service or your User Account. If your access to the Service, the Client Account or your User Account is terminated, Jordan Lawrence may exercise whatever means it deems necessary to prevent unauthorized access to the Service, the Clinic Account, or your User Account including, but not limited to, technological barriers, IP mapping, and direct contact with your Internet service provider.
8. Intellectual Property.
The Service and all content (including all Assessment Templates and any derivative works thereof), as well as the selection and arrangement of the content, is owned by (or licensed to) Jordan Lawrence or its suppliers and is protected by copyright, trade dress, trademark, unfair competition, and/or other laws and may not be used, copied or imitated in whole or in part except as expressly provided herein. Except as otherwise expressly provided in these Terms of Service, all rights in and to the Service and content are expressly reserved by Jordan Lawrence. If you create derivative works of any Assessment Templates or other content, including any System Protocols or Vendor Profiles that are derivative works thereof, you hereby assign and agree to assign all right, title and interest in and to any such derivative works, and all intellectual property rights therein, to Jordan Lawrence, and expressly agree that your rights to use and access such derivative works shall be solely as set forth in and during the Subscription Term (or until the earlier termination of these Terms of Service).
8.2 Your Feedback.
If you submit ideas, suggestions or anything else about the Sites or Service (such as ways to improve any of the Service) to Jordan Lawrence, you agree that Jordan Lawrence can use that feedback for any reason, without payment or other compensation to you, forever and throughout the world. Do not submit any feedback to Jordan Lawrence in which you do not wish to grant such rights.
JORDAN LAWRENCE and the related logos are trademarks of Jordan Lawrence, and may not be copied, imitated or used, in whole or in part, without Jordan Lawrence’s prior written permission.
8.4 Policy, Notices and Procedures Regarding Claims of Copyright Infringement.
Jordan Lawrence respects the intellectual property rights of others. If you believe that your work has been copied and is accessible on the Service in a way that constitutes copyright infringement, you may notify our agent as provided in this Section 8.4. Pursuant to Title 17, United States Code, Section 512(c)(2), Jordan Lawrence designates Copyright Agent as its agent designated to receive notification of claimed copyright infringement (“Designated Agent”). The address of the Designated Agent is Jordan Lawrence, 702 Spirit 40 Park Drive, Suite 100, Chesterfield, MO 63005. The telephone number of the Designated Agent is 636-778-3000. The facsimile number of the Designated Agent is 636-527-1827. The email address of the Designated Agent is email@example.com. We may terminate your use and access to the Service (including your Client Account and/or User Account) if we believe that you are infringing the intellectual property rights of others or are aiding or threatening such infringement.
You hereby agree to indemnify and hold harmless Jordan Lawrence and its affiliates, officers, members, directors, employees, shareholders, information providers, suppliers and licensees (collectively, “Indemnified Parties”) from and against any and all liability and costs, including, without limitation, reasonable attorney’s fees, incurred by any Indemnified Party in connection with any claim arising out of (a) your access and/or use of the Service, (b) any claim that any User Content misappropriates, infringes or otherwise violates any privacy or trademark, copyright, or other intellectual property right of any third party, and/or (c) any breach, or alleged breach, of any of these Terms of Service by you. Client further indemnifies and holds harmless the Indemnified Parties from and against any and all liability and costs, including, without limitation, reasonable attorney’s fees, incurred by any Indemnified Party in connection with any claim arising out of any claim or allegation made or brought by any of Client’s then-current or former Authorized Users or Vendors, including, without limitation, a claim or allegation relating to, or arising out of, any such Authorized User’s or Vendor’s use of the Service or the use or disclosure of any survey responses or other information provided by any such Vendor via its use of the Services.
10. Warranties/ Disclaimer.
10.1 Limited Defense of Claims.
Jordan Lawrence warrants that it owns or has the right to license the Service and agrees to defend Client against any claims that the Service infringe any United States patent of any third party provided that Client notifies Jordan Lawrence in writing within a reasonable time from receipt by Client of any such claim or notice of claim and permits Jordan Lawrence upon request, and at Jordan Lawrence’s cost and expense, to assume control over the defense or settlement thereof. Jordan Lawrence will not be obligated to defend or settle any claim of infringement (i) asserted by a parent, subsidiary or affiliate of Client, (ii) resulting from Client’s additions to, changes in or modification of any component of the Service (including, for the avoidance of doubt, any System Protocols or Vendor Profiles created by Client or its Authorized Users, or (iii) resulting from use of the Service by Client or any of its Authorized Users in a manner that violates these Terms of Service, or by any of its Vendors.
10.2 Disclaimer of Warranties.
JORDAN LAWRENCE PROVIDES THE SITE AND THE SERVICE on an “AS IS”, “WITH ALL FAULTS”, and “AS AVAILABLE” basis. JORDAN LAWRENCE DOES NOT REPRESENT OR WARRANT THAT THE SITE, THE SERVICE, THEIR USE, ANY INFORMATION PROVIDED IN CONNECTION WITH THE SITE OR THE SERVICE: (I) WILL BE UNINTERRUPTED OR SECURE, (II) WILL BE FREE OF DEFECTS, INACCURACIES OR ERRORS, (III) WILL MEET YOUR REQUIREMENTS, OR (IV) WILL OPERATE IN THE CONFIGURATION OR WITH OTHER HARDWARE OR SOFTWARE YOU USE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, JORDAN LAWRENCE DISCLAIMS ANY AND ALL WARRANTIES AND/OR REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, ORAL OR WRITTEN INCLUDING, WITHOUT LIMITATION, ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, REASONABLE CARE, AND/OR FITNESS FOR A PARTICULAR PURPOSE (WHETHER OR NOT JORDAN LAWRENCE KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR IS OTHERWISE IN FACT AWARE OF ANY SUCH PURPOSE), IN EACH INSTANCE WITH RESPECT TO THE SERVICE OR THE SITE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, JORDAN LAWRENCE FURTHER DISCLAIMS ANY AND ALL WARRANTIES, AND/OR REPRESENTATIONS OF QUIET ENJOYMENT WITH RESPECT TO THE SERVICE OR THE SITE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.
11. Limitation of Liability.
N NO EVENT SHALL JORDAN LAWRENCE OR ITS LICENSORS BE LIABLE FOR ANY (A) PERSONAL INJURY OR PROPERTY DAMAGE, OR (B) INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICE OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, THESE TERMS OF SERVICE AND/OR THE SERVICE, WHETHER FOR BREACH OF CONTRACT, IN TORT OR OTHERWISE, EVEN IF JORDAN LAWRENCE IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER OR NOT SUCH DAMAGES ARE A REASONABLY FORESEEABLE CONSEQUENCE OF A BREACH OF THESE TERMS OF SERVICE OR A TORT THAT FALLS WITHIN THE SCOPE OF THESE TERMS OF SERVICE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. In no event shall Jordan Lawrence’s total liability to you for any damages arising out of or in any way connected with these Terms of Service or the Service, whether for breach of contract, in tort or otherwise, exceed the amount you paid to us for the Service for the immediately preceding 12 months.
hese Terms of Service shall be binding upon and inure to the benefit of and be enforceable by the parties to these Terms of Service, and their respective authorized successors and assigns. These Terms of Service may not be assigned by Client or any Authorized User without our express written consent. Jordan Lawrence may assign its rights and obligations under these Terms of Service if we transfer ownership or control of any portion of Jordan Lawrence or the Service to a third party, whether or not in the context of an acquisition, merger, or reorganization.
13. Governing Law and Jurisdiction.
The Service is hosted on servers located in the United States. These Terms of Service, and all matters arising out of or relating to these Terms of Service, shall be governed by the federal laws of the United States and the laws of the State of Missouri, without giving effect to the conflict of law provisions thereof and excluding any application of the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. You consent to exclusive jurisdiction and venue in the federal courts sitting in St. Louis, Missouri, unless no federal subject matter jurisdiction exists, in which case you consent to exclusive jurisdiction and venue in the state courts sitting in St. Louis County, Missouri. You hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which you may now or hereafter have to the laying of venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. You agree that: (a) if you have any dispute with us or any related third party arising out of, relating to, or connected with the Site or the Service, you agree to contact us; provide a brief, written description of the dispute and your contact information (including your username, if your dispute relates to an account); and give Jordan Lawrence 30 days within which to resolve the dispute to your satisfaction and (b) any cause of action that you may desire to bring arising out of or related to these Terms of Service must commence within one (1) year after the cause of action arises; otherwise, such cause of action shall be permanently barred.
14. International Access.
If you use or access the Site or the Services outside of the United States of America, it is your responsibility to ensure that your use complies with all applicable laws, rules, and regulations and, without limiting the generality of your obligations under Section 9 of these Terms of Service, you agree to indemnify, defend and hold the Indemnified Parties harmless from any claim brought or asserted against any of the Indemnified Parties arising out of your use or access of any of the Site or Service outside of the United States of America.
Any notice, consent, approval or other communication under these Terms of Service shall be in writing and shall be considered given: (a) upon personal delivery by hand or by facsimile (with confirmation of facsimile receipt by receiver), (b) two (2) business days after being deposited with an “overnight” courier service; or (c) five (5) business days after being mailed by registered or certified first class mail, return receipt requested, in each case addressed to the notified party at its address set forth below (or at such other address as such party may specify by notice to the other delivered in accordance with this Section): If to Jordan Lawrence: Attention Designated Agent; 702 Spirit 40 Park Drive, Suite 100 Chesterfield, Missouri 63005 Telephone 636-527-3000 or if to Client, at the address set forth on the billing information.
16. General Provisions.
These Terms of Service and, if you are the Client, the Order Form, constitute the entire agreement between the parties with respect to the use of the Service and supersede all prior and contemporaneous agreements and understandings regarding such subject matter. Terms defined in the Order Form but not defined in these Terms of Service shall have the meaning set forth in the Order Form. All definitions set forth herein will be deemed applicable whether the words defined are used herein in the singular or the plural. The Terms of Service may not be supplemented, modified, amended, released, discharged or waived, in whole or in part, by you or Client, except by an instrument in writing signed by each party’s duly authorized representative. Without limiting the generality of the foregoing, nothing contained in any purchase order or similar document issued by you or Client will in any way modify or add any additional terms or conditions to the Terms of Service. If any provision of these Terms of Service is declared or found to be illegal, unenforceable or void, then the invalid or unenforceable portion shall be modified in accordance with the applicable law as nearly as possible to reflect the original intention of the applicable provision, and the remaining sections of these Terms of Service shall remain in full force and effect. No right or remedy conferred by these Terms of Service is exclusive of any other right or remedy conferred herein or by law or in equity; rather, all of such rights and remedies are cumulative of every other such right or remedy and may be exercised concurrently or separately from time-to-time. Jordan Lawrence may provide notice to you relating to these Terms of Service by sending an e-mail to your last known e-mail address, if any, your last known postal address, if any, or posting a notice on the Service, and any such notice shall be deemed given and received on the earlier of the day it is sent to you or the day it is posted on the Service. A printed version of these Terms of Service and of any notices given to you in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. The failure of Jordan Lawrence to insist upon or enforce strict performance by you of any provision of these Terms of Service shall not be construed as a waiver of any provision or right. If Jordan Lawrence brings any suit against you to enforce these Terms of Service or otherwise in connection with your use of the Service, you agree that if Jordan Lawrence prevails in such suit Jordan Lawrence shall be entitled to recover all costs and expenses incurred in such suit including reasonable attorneys’ fees. Use of the Service is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms of Service.