These Terms and Conditions (“Terms”) apply to and are incorporated by reference into the ordering document (the “Order Form”) made by and between LetsAllDoGood, Inc. (d/b/a Patter) (“Patter,” “we,” “our,” or “us”) and the Customer (“Customer” or “you”) (as identified in the Order Form), and sets forth the terms and conditions under which Patter will provide Customer with access to certain Services (as defined below). Patter and Customer may be collectively referred to as “Parties” and/or individually as “Party.”
In consideration of the promises and the mutual covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto covenant and agree as follows:
A. Services
“Services” means, collectively and individually, the services provided by Patter, including all underlying Software (as defined in this Section) and technology. “Software” means all Patter software and other applications and all modifications, updates, enhancements, or replacements for any of the foregoing.
Subject to the earlier of the execution of the Order Form or the payment of the applicable fees, Patter grants Customer a limited, nonexclusive, revocable, non-assignable, nontransferable, non-sublicensable license to access and use the Services. Customer agrees to comply with these Terms, and solely Customer is responsible for the accuracy, integrity, legality, reliability, and appropriateness of all data and other information submitted, input, or provided using the Services.
Technical Support. During Patter’s normal business hours, Patter will provide Customer with technical support for the Services via email at support@patter.com, unless otherwise specified.
B. Fees and Payment
Customer agrees to pay to Patter the fees for the Services as identified in the Order Forms (collectively, the “Fees”). Fees shall be paid by Customer within thirty (30) calendar days from invoice date. Fees do not include any applicable taxes or other charges or assessments imposed or levied by any government in connection with these Terms. Solely Customer shall be responsible for the payment of such taxes, if any. To the extent that Patter is responsible for collecting such taxes, they will be charged as a separate line item on invoices and Customer shall pay such taxes. Patter may impose late charges on overdue payments at a rate equal to the lesser of one and a half percent (1.5%) per month or the highest rate permitted by law, calculated from the date payment was due until the date payment is made, and Customer shall reimburse Patter for all expenses incurred in collection, including reasonable attorney fees.
C. Intellectual Property; Ownership
Customer understands and agrees that Patter or, as applicable, its suppliers and licensors, own all right, title, and interest in and to the Confidential Information and the Services, including all copies thereof and the Services’ text, audio, video, graphics, charts, photographs, interfaces, icons, software, computer code, data, trademarks, logos, slogans, names of products and services, documentation, other components and content, and the design, selection, and arrangement of content, as well as all copyright, trademark, and other intellectual property rights in or to the same (collectively, “Intellectual Property Rights”). These Terms do not provide Customer with any title or ownership of any Intellectual Property Rights. Except as expressly described in these Terms, no licenses or other rights, express or implied, are granted by Patter to Customer under any patent, copyright, trademark, trade secret, or other intellectual property right of Patter. Customer shall not remove, alter, modify, or deface any copyright notice, trademark notice, other confidentiality or proprietary notices, logos, or names from the Services, including those that identify Patter or any other party as the source of origin of such Services, information, or documentation. Any unauthorized use of any trademarks, trade dress, copyrighted materials, or any other intellectual property belonging to Patter or any third party is strictly prohibited and may be prosecuted to the fullest extent of the law. The Services may contain references to third-party marks and copies of third-party copyrighted materials, which are the property of their respective owners.
D. Warranties and Disclaimers
THE SERVICES, CONTENT, AND ANY SOFTWARE ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
YOU ARE RESPONSIBLE FOR TAKING ALL PRECAUTIONS YOU BELIEVE ARE NECESSARY OR ADVISABLE TO PROTECT YOU AGAINST ANY CLAIM, DAMAGE, LOSS, OR HAZARD THAT MAY ARISE BY VIRTUE OF YOUR USE OF THE SERVICES, INCLUDING ALL MATERIALS CONTAINED THEREIN. YOU, ALONE, ARE RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER HARDWARE, SOFTWARE, SYSTEMS, AND NETWORKS, ANY LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY INFORMATION FROM THE SERVICES, AND ANY OTHER DAMAGE THAT MAY BE INCURRED. YOU ACKNOWLEDGE THAT PATTER DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. PATTER IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. PATTER MAKES NO REPRESENTATION THAT THE SERVICES ARE APPROPRIATE OR AVAILABLE FOR USE IN LOCATIONS OTHER THAN THE UNITED STATES. IF YOU CHOOSE TO ACCESS THE SERVICES FROM LOCATIONS OTHER THAN THE UNITED STATES, YOU DO SO AT YOUR OWN RISK AND ARE RESPONSIBLE FOR COMPLYING WITH APPLICABLE LAWS AND REGULATIONS.
E. Limitation of Liability
TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT WILL PATTER OR ITS SUPPLIERS OR SERVICE PROVIDERS, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE WITH RESPECT TO THE SERVICES OR THE SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY:
SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
HOWEVER, THE FOREGOING LIMITATIONS OF LIABILITY SHALL NOT APPLY TO PATTER’S BREACH OF WARRANTY, IN WHICH EVENT PATTER’S LIABILITY TO CUSTOMER WILL NOT EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER TO PATTER DURING THE SIX (6)-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU. THE FOREGOING LIMITATIONS OF LIABILITY REPRESENT THE ALLOCATION OF RISK OF FAILURE BETWEEN THE PARTIES AS REFLECTED IN THE FEES AGREED TO BY THE PARTIES AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES.
F. Indemnity
Customer agrees to indemnify, defend, and hold Patter, its affiliates, officers, directors, and employees harmless (including, without limitation, from all damages, liabilities, settlements, costs, and attorneys’ fees) from any claim or demand made by any third party due to or arising out of Customer’s access to or use of the Services, Customer’s violation of this Agreement, or the infringement by Customer or any third party using Customer’s account of any intellectual property or other right of any person or entity.
G. Termination
Termination for Material Breach. These Terms may be terminated by either Party upon thirty (30) calendar days’ written notice for a material breach by the other Party, unless such other Party cures the breach within the thirty (30)-calendar day notification period.
Termination for Breach. Patter reserves the right to immediately and without notice terminate these Terms and deny access to the Services to any Customer whom Patter has reasonable grounds to believe may be using the Services for an unlawful or unauthorized purpose, or in breach of any of the provisions contained in Section H (Restrictions).
Effect of Termination. Termination of these Terms does not relieve Customer of any outstanding payments due or any liability arising prior to termination. Customer acknowledges and agrees that all prepaid Fees are non-refundable. Upon termination of any Service hereunder, Customer shall immediately cease using, and return or destroy, as applicable, all Services and Confidential Information. Patter will allow the Customer thirty (30) calendar days from the date of termination to retrieve Customer’s data via the applicable Service.
H. Restrictions
Customer agrees to only access and use the Services as expressly authorized in these Terms. Customer shall be responsible for complying with all local, state, and federal laws and regulations that apply to Customer’s access to or use of the Services. Customer specifically agrees not to (1) reverse engineer, decompile, disassemble, or derive the source code of any Service or any Confidential Information or any portion thereof; (2) copy, publish, license, rent, modify, or create derivative works of any Service; (3) use the Service to infringe the patent, copyright, trademark, trade secret, or other intellectual property rights of any third party or any third-party rights of publicity or privacy; (4) use the Services to post, transmit, or propagate any virus, Trojan horses, worms, time bombs, cancelbots, malware, adware, or other computer programming that may damage, interfere with, surreptitiously intercept, or expropriate any system or data; (5) use the Service in violation of any applicable law, statute, ordinance, or regulation, or for unlawful purposes; (6) gain or attempt to gain unpermitted access by any means to any Patter computer system, network, or database; (7) file copyright, trademark, patent, or other intellectual property applications that include the Services or any portion thereof; (8) access, use, or copy any portion of the Services through the use of indexing agents, spiders, scrapers, bots, web crawlers, or other automated devices or mechanisms, or harvest or collect email addresses or other contact information of other users by electronic or other means; (9) engage in data mining or similar data gathering or extraction activities, or retrieve data or other content from the Services for purposes of creating or compiling that content for any purpose other than your authorized use of the Services as permitted by these Terms; (10) provide inaccurate, incomplete, or out-of-date information via the Services, provide information to which you do not have sufficient rights or permissions to use or provide to Patter, or commit fraud or falsify information in connection with your use of the Services; or (11) become directly or indirectly involved in any illegal or immoral activity, as solely determined by Patter. Patter reserves the right to take any action against Customer that Patter deems appropriate, including without limitation suspending or terminating access to the Services.
I. Confidentiality
“Confidential Information” includes all confidential or proprietary information, documentation, data, know-how, devices, designs, trade secrets, and technology, whether obtained by a Party under this Agreement from the other Party before or after the execution of this Agreement, without regard to medium of storage or method of transmission, including without limitation (i) all proprietary documents, including but not limited to this Agreement, the Services, service descriptions, business plans, bids, proposals, financial data, memoranda, manuals, handbooks, production books, and audio or visual recordings developed by a Party; (ii) all computer software and systems developed or provided by one Party to the other (including all documentation relating thereto); (iii) all proprietary methods, algorithms, logic, techniques, policies, strategies, and procedures utilized by Patter in connection with the provision of the Services, and all Intellectual Property; (iv) all other material bearing a “Confidential Information” or similar designation; (v) any written, oral, or visual information not marked or designated as confidential or proprietary at time of disclosure but that by its nature the recipient knows or should know is confidential; and (vi) any Personal Data.
The Parties will not disclose all or any part of the Confidential Information to any other person or entity, except to employees and contractors who have a need to know for purposes of receiving, implementing, or using the Services as permitted hereunder and in accordance with these Terms, provided those employees and contractors are bound by confidentiality obligations no less stringent than those contained in these Terms. Customer may not use the Confidential Information for any purpose except as necessary to perform its obligations or exercise its rights under these Terms. Customer shall not use or permit any use of all or any part of the Confidential Information, or attempt to sell, assign, convey, lease, sub-license, commercially exploit, or otherwise market or use all or any part of the Confidential Information in any way or manner, except as expressly permitted by this Section. Customer will be responsible for all breaches of this Section by its employees and contractors.
Customer may also disclose Confidential Information as follows: (i) with Patter’s specific prior express written consent in each instance of disclosure; and (ii) if required by law to disclose the Confidential Information, but only after prompt notice to Patter of such requirement or request and after allowing Patter sufficient time to review any proposed disclosure, such that Patter has a reasonable opportunity to oppose or prevent a disclosure. In any event, Customer will release only that Confidential Information that Customer’s legal counsel advises is required to be disclosed in order to comply with the request.
J. Data and Data Protection
Patter may collect certain information from your use of the Services as described in our Privacy Policy(patter.com/privacy-policy), which is incorporated into these Terms by this reference. Your use of the Services constitutes your consent to the information collection, use, and sharing as described in the Privacy Policy. For the avoidance of doubt, Patter does not sell or rent any data to any third party or marketers.
The Parties acknowledge that the Services may be used to process information regulated by privacy or data protection laws. To the extent that any applicable privacy or data protection laws impose an obligation upon Patter to comply with an individual’s request for access to or correction of their personally identifiable information, Customer agrees that it shall satisfy such obligations. Patter shall implement and maintain organizational, physical, and electronic security measures and will comply with applicable data protection and privacy laws and regulations governing the collection, use, or disclosure of personally identifiable information.
K. Notices
All notices permitted or required by these Terms shall be in writing and shall be delivered by certified or registered mail, postage prepaid and return receipt requested. Notices shall be sent to LetsAllDoGood, Inc. at One North Lexington Avenue, White Plains, NY 10601 .
L. Severability & Survival
Any provisions that by their nature are intended to survive termination shall survive any termination of these Terms, including without limitation: Section B (Fees & Payment); Section C (Intellectual Property); Section D (Warranties & Disclaimer); Section E (Limitation of Liability); Section F (Indemnity); Section I (Confidentiality); and Section J (Data and Data Protection).
M. Assignment
These Terms may not be assigned by Customer without the prior written consent of Patter. Any attempt by Customer to assign these Terms without such prior written consent shall be null and void.
N. Applicable Law
This Agreement shall be governed, construed, enforced, and performed in accordance with the laws of Delaware, without reference to its conflicts of laws principles. Each Party hereby submits to the exclusive jurisdiction of the courts of Delaware and hereby waives any objections to venue with respect to actions brought in such courts.
O. Miscellaneous
Patter makes its Services available to any potential customer, except to any known terrorist organization; entities listed as banned by the U.S. Department of Treasury Office of Foreign Assets Control (“OFAC”) database; entities banned by the Financial Crimes Enforcement Network (“FinCEN”); entities listed on the U.S. Commerce Department’s Entity List or Table of Denial Orders; entities involved in any illegal or immoral activities; and/or Hate Groups (as defined herein). A Hate Group is defined as a social group that advocates and practices hatred, hostility, or violence towards members of a race, ethnicity, nation, religion, gender, gender identity, sexual orientation, or any other designated sector of society.
P. Authorized Access by Patter Personnel
Customer acknowledges and agrees that authorized representatives of LetsAllDoGood, Inc. (d/b/a Patter), including employees and contractors acting on behalf of the Patter team, may be granted access to the Customer’s branded mobile application and its administrative tools solely for the purposes of configuration, support, content assistance, system maintenance, analytics, training, and other services directly related to the delivery, optimization, or improvement of the Services.
Such access shall be limited to authorized personnel under strict confidentiality obligations, and all actions taken by Patter team members shall be consistent with these Terms, including but not limited to compliance with Section I (Confidentiality) and Section J (Data and Data Protection). Customer may request a list of authorized Patter personnel with access to their application at any time.
Patter shall ensure that any such access is conducted securely and with respect for the Customer’s data integrity and privacy.
Q. User Data Ownership
Customer retains all rights, title, and interest in and to any content, data, or information submitted, uploaded, or stored by Customer or its end users through the Services (“Customer Data”). Patter shall not use, access, or disclose Customer Data except as necessary to provide the Services or as required by law, and as otherwise described in these Terms.
R. Dispute Resolution
Any dispute arising out of or relating to these Terms shall be resolved by binding arbitration conducted in accordance with the rules of the American Arbitration Association. The arbitration shall take place in Delaware, unless otherwise mutually agreed. Each Party shall bear its own costs in connection with such arbitration.
S. Force Majeure
Neither Party shall be liable for failure or delay in performance due to events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, pandemics, labor disputes, Internet outages, or governmental regulations.
T. Audit Rights
Upon reasonable notice, and not more than once annually, Customer may audit Patter’s compliance with data protection obligations under these Terms, provided such audit does not unreasonably disrupt Patter’s operations.
U. End User Conduct
Customer is solely responsible for ensuring its users comply with these Terms. Any violation by an end user shall be deemed a violation by Customer.
V. Third-Party Content
The Services may contain links to third-party websites or content. Patter is not responsible for the availability, accuracy, or content of such third-party materials, and their inclusion does not imply endorsement.
Patter reserves the right to modify these Terms at any time. All changes will be effective immediately upon posting to the Services, and by accessing or using the Services after changes are posted, you agree to those changes. Material changes will be conspicuously posted on the Services or otherwise communicated to you.
