Lately | Terms & Conditions

Terms and Conditions

Effective date: March 1, 2016

These Terms and Conditions of Use as updated without notice from time to time at the sole discretion of Lately, Inc. and its parents, affiliates, successors and assigns (“Terms” and the “Company”) apply to the websites (each a “Site”) owned and/or operated by the Company, as well as the services provided by the Company to the fullest extent permitted by law. You should not access this Site or use our services until you have carefully read and agreed to these Terms, and you acknowledge that by accessing this site or using our services you are accepting the Terms.

USE OF THIS SITE

By using this Site or the services provided by the Company (“Services”), you and other users of the Site agree to the Terms. If you do not agree to these Terms, you may not access or use the Site or Company’s services; however, notwithstanding the foregoing, your use of the Site or Services conveys your agreement with and acceptance of the Terms. We may modify the Terms from time to time without notice to you. You should check these Terms periodically for modifications, and it is your responsibility to do so. The provisions contained herein supersede all previous notices or statements regarding our Terms with respect to this Site and our Services. We include the effective date of our Terms at the top of the statement. We encourage you to check our Site frequently to see the current Terms in effect and any changes that may have been made to them. If we make material changes to the Terms we will post the revised Terms and the revised effective date on this Site. By using the Site or Services following any modifications to the Terms, you agree to be bound by such modifications.

The Company provides you with access to and use of the Site subject to your compliance with the Terms. No material from the Site may be copied, reproduced, quoted, republished, uploaded, posted, transmitted or distributed in any way, except for as specifically allowed in the Site or otherwise provided for in writing by the CEO of the Company.

USER AGE AND ACCESS

By submitting information through this Site you represent that you are a United States of America resident of at least the minimum legal age.

In turn, you grant us a non-exclusive, royalty-free license to use any content you post on the Site for any purpose, subject to the express terms of your written Agreement with the Company, if any, and the Terms. In the event of any conflict between such written Agreement and the Terms, the Terms shall apply.

RESTRICTIONS ON ACCESS AND SITE USER OBLIGATIONS

The Company is only an administrative services organization providing services such as those described in the website, and customer support. The Company is not your agent or trustee. You accept responsibility for your use of this Site and the Services, as well as any use by your employees, agents, contractors and anyone else to whom you purposely or inadvertently provide access.

Any co-employment services are provided by Lately, Inc. pursuant to an agreement between them and you or your employer. The Company makes the Site, or certain portions of the Site available to authorized users including Administrators and Non-Administrators, which may include employees and contractors of Administrators as well as certain vendors).

Administrators are representatives of employer users. Administrators are responsible for providing access to the Services, enrolling authorized employees and providing the Company with current and accurate information about authorized employees. Administrators are permitted access to certain portions of the Site using log-in names and passwords.

Non-Administrator users of the Site include employees of Administrators and contractors of Administrators. Each Non-Administrator user must be authorized by Administrators to access the Services. Employees are responsible for providing current and accurate information through the Site. Employee users are permitted access to certain portions of the Site using log-in names and passwords. Contractor users of the Site must be authorized by Administrators to access the Services. Contractors are responsible for providing current and accurate information through the Site. Contractor users are permitted access to certain portions of the Site using log-in names and passwords.

All Site users are responsible for maintaining adequate security and control of all IDs and passwords that are used to access Company services. Any interaction conducted using your user ID and password will be deemed to be authorized by you.

All Site users are responsible for maintaining accurate and current personal information when using the Services.

All Site users are responsible for complying with these Terms and with the terms and restrictions under any agreement with the Company or its affiliates for the provision of the Services.

ACCOUNT USE, PRICING AND TERMINATION

The Company may cancel our services and close accounts at any time for any reason or for no reason in our sole discretion, including breach of this agreement or our determination that the risk posed is not acceptable

The Company charges fees for our services according to the most current pricing plan in effect at the time of service. The most current plan is available through our sales team.

By submitting a payment instruction you represent and warrant that there are and will continue to be sufficient funds immediately available to fulfill the payment.

Administrators may close their account by contacting customerservice@trylately.com.

The Company may close your account if it is dormant for a period of 60 days or more. We will provide notice that we are closing your account to the Administrator of record.

The Company may retain data, including personally identifiable information, for as long as we need in order to manage our risk and fulfill our obligations to governments and insurance carriers. We conduct a periodic review to see what data can be scrubbed from the system. Due to escalating cybersecurity threats worldwide, the Company discourages you from providing confidential information of any nature beyond that minimally required to conduct business ethically and lawfully, and you accept all responsibility and liability for any losses or damages by providing confidential information beyond those limits.

RULES AND LIMITS ON AND MODIFICATIONS TO THE SITE

We reserve the right, for any reason, in our sole discretion and without notice to you, to terminate, change, suspend or discontinue any aspect of the Site, including, but not limited to, information, capabilities, data, text, music, sound, photographs, graphics, video, messages or other materials (“Content”), features and/or hours of availability, and we will not be liable to you or to any third party for doing so. We may also impose rules for and limits on use of the Site or restrict your access to part, or all, of the Site without notice or penalty. We have the right to change these rules and/or limitations at any time, in our sole discretion.

SPECIFIC PROHIBITED USES

The Site may be used only for lawful purposes by individuals using authorized services of the Company. You are responsible for your own communications, including the upload, transmission and posting of information, and are responsible for the consequences of their posting on or through the Site. The Company specifically prohibits any use of the Site, and requires all users to agree not to use the Site, for any of the following:

  • Posting any information which is incomplete, false, inaccurate or not your own;
  • Impersonating another person;
  • Constituting or encouraging conduct that would constitute a criminal offense, giving rise to civil liability or otherwise violate any city, state, national or international law or regulation or which fails to comply with accepted Internet protocol;
  • Posting material that is copyrighted or otherwise owned by a third party unless you are the copyright owner or have the permission of the owner to post it;
  • Posting material that reveals trade secrets, unless you own them or have the permission of the owner;
  • Posting material that infringes on any other intellectual property, privacy or publicity right of another;
  • Transmitting or transferring (by any means) information or software derived from the site to foreign countries or certain foreign nations in violation of US export control laws;
  • Attempting to interfere in any way with the Site’s or the Company’s networks or network security, or attempting to use the Site’s service to gain unauthorized access to any other computer system.
  • Any use that interferes in any way with other users of the Site or Services.
  • Any use that is contrary to the security or well-being of the United States of America.

SECURITY RULES

Violations of system or network security may result in civil or criminal liability. The Company will investigate occurrences and may involve, and cooperate with, law enforcement authorities in prosecuting the user or users who are involved in such violations. You are prohibited from violating or attempting to violate the security of the Site, including, without limitation, the following: - Accessing data not intended for such user or logging into a server or account which user is not authorized to access; - Attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; - Attempting to interfere with service to any user, host or network, including, without limitation, via means of submitting a virus to the Site, overloading, “flooding”, “mailbombing” or “crashing”; or sending unsolicited email, including promotions and/or advertising of products or services, or - Forging any TCP/IP packet header or any part of the header information in any email or newsgroup posting. You are responsible to immediately notify the Company of any unauthorized use or other violations to the Terms, applicable rules and/or laws, and you are responsible to provide any regulatory or other notices as may be required nationally or locally.

PRIVACY POLICY; USER INFORMATION

In the course of your use of the Site, you may be asked to provide certain information to us. The Company’s use of any information you provide via the Site or through our business relationship shall be governed by our Privacy Policy as updated without notice from time to time at the sole discretion of the Company, available at www.trylately.com/privacy. We urge you to read and review our Privacy Policy from time to time. You acknowledge and agree that you are solely responsible for the accuracy and content of any information that you provide or make available as part of our business relationship. Through your use of the Site or Services, you further acknowledge and agree to the terms of our Privacy Policy as updated without notice from time to time by your use of our services and our Site.

INTERNATIONAL USE

We control and operate the Site from our offices in the United States of America, and all information is processed within the United States. We do not represent that materials on the Site are appropriate or available for use in other locations. Persons who choose to access the Site from other locations do so on their own initiative, and are responsible for compliance with local laws, if and to the extent local laws are applicable.

You agree to comply with all applicable laws, rules and regulations in connection with your use of the Site. Without limiting the generality of the foregoing, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.

PROPRIETARY RIGHTS

As between you and the Company, (or other company whose marks appear on the Site), the Company (or the respective company) is the owner and/or authorized user of any trademark, registered trademark and/or service mark appearing on the Site, and is the copyright owner or licensee of the Content and/or information on the Site, unless otherwise indicated.

Except as otherwise provided herein, use of the Site does not grant you a license to any Content, features or materials you may access on the Site and you may not modify, rent, lease, loan, sell, distribute or create derivative works of such Content, features or materials, in whole or in part. Any commercial use of the Site is strictly prohibited, except as allowed herein or otherwise approved by us. You may not download or save a copy of any of the Content or screens for any purpose except as otherwise provided by the Company. If you make use of the Site, other that as provided herein, in doing so you may violate copyright and other laws of the United States, other countries, as well as applicable state laws and may be subject to liability for such unauthorized use. We do not grant any license or other authorization to any user of our trademarks, registered trademarks, service marks, other copyrightable material or any other intellectual property by including them on the Site.

The information on the Site including, without limitation, all site design, text, graphics, interfaces, and the selection and arrangements is protected by law including copyright law.

Product names, logos, designs, titles, words or phrases may be protected under law as the trademarks, service mark or trade names of the Company or other entities. Such trademarks, service marks and trade names may be registered in the United States and internationally.

The Company logos and service names are trademarks of the Company (the “Company Marks”). Without the Company’s prior permission, you agree not to display or use Company Marks in any manner. Nothing on the Site should be construed to grant any license or right to use any Company Mark without the prior written consent of the Company.

Any and all noncompliances with the Terms are done at your own risk and liability, and you shall hold the Company harmless by having any noncompliance irrespective of the Company’s ability to identify and/or act upon your noncompliances. Notwithstanding the foregoing, you are responsible for notifying the Company immediately upon identifying any noncompliance, and you retain all other responsibilities and liabilities associated therewith.

LINKS FROM AND TO THE SITE

You may be able to link to third party websites (“Linked Sites”) from the Site. Linked Sites are not, however, reviewed, controlled or examined by the Company in any way and the Company is not responsible for the content, availability, advertising, products, information or use of user information or other materials of any such Linked Sites, or any additional links contained therein. These links do not imply the Company’s endorsement of or association with the Linked Sites. It is your sole responsibility to comply with the appropriate terms of service of the Linked Sites as well as with any other obligation under copyright, secrecy, defamation, decency, privacy, security and export laws related to the use of such Linked Sites and any content contained thereon. In no event shall the Company be liable, directly or indirectly, to anyone for any loss or damage arising from or occasioned by the creation or use of the Linked Sites or the information or material accessed through these Linked Sites. You should direct any concerns to that site’s administrator or Webmaster. The Company reserves the exclusive right, at its sole discretion, to add, change, decline or remove, without notice, any feature or link to any of the Linked Sites from the Site and/or introduce different features or links to different users.

Permission must be granted by us for any type of link to the Site. To seek our permission, you may write to the Company at 4082 US Highway 209, Stone Ridge, New York, NY 12484. We reserve the right, however, to deny any request or rescind any permission granted by us to link through such other type of link, and to require termination of any such link to the Site, at our discretion at any time.

You are responsible for keeping any links that you post current.

INDEMNITY

You agree to defend, indemnify and hold the Company, its directors, officers, employees, agents and affiliates harmless from any and all claims, liabilities, damages, costs and expenses, including reasonable attorneys’ fees, in any way arising from, related to or in connection with your use of the Site and/or Services, your violation of the Terms or the posting or transmission of any materials on or through the Site and/or Services by you, including, but not limited to, any third party claim that any information or materials you provide infringes any third party proprietary right.

DISCLAIMER OF WARRANTIES

You understand and agree that: the Site and the Services, including, without limitation, all content, function, materials and services are provided “as is,” without warranty of any kind, either express or implied, including, without limitation, any warranty for information, data, data processing services or uninterrupted access, any warranties concerning the availability, accuracy, completeness, usefulness, or content of information, and any warranties of title, non-infringement, merchantability or fitness for a particular purpose. The Company does not warrant that the Site or the Services, or the function, content or services made available thereby will be timely, secure, uninterrupted or error free, or that defects will be corrected. Company makes no warranty that the Site or the Services will meet users’ expectations or requirements. No advice, results or information, or materials whether oral or written, obtained by you through the Site or the Services shall create any warranty not expressly made herein. If you are dissatisfied with the Site and/or the Services, your sole remedy is to discontinue using the Site and the Services. Any material downloaded or otherwise obtained through the use of the Site or the Services is done at your own discretion and risk and that you will be solely responsible for any damage that results from the download of any such material. The Company does not endorse, warrant or guarantee any products or services offered or provided by or on behalf of third parties on or through the Site or the Services. The Company is not a party to, and does not monitor, any transaction between users and third parties without the direct involvement of the Company. Limitation of liability in no event shall the Company, its affiliates or any of their respective directors, officers, employees, agents, or content or service providers be liable for any indirect, special, incidental, consequential, exemplary or punitive damages arising from or directly or indirectly related to the use of, or the inability to use, the Site or the Services or the content, materials and function related thereto, including, without limitation, loss of revenue, or anticipated profits, or lost business, data or sales, or cost of substitute services, even if Company or its representative or such individual has been advised of the possibility of such damages. Some jurisdictions do not allow the limitation or exclusion of liability so some of the above limitations may not apply to you. In no event shall the total liability of the Company to you for all damages, losses, and causes of action (whether in contract or tort, including, but not limited to, negligence or otherwise) arising from the terms or your use of the site exceed, in the aggregate, $100.00.

APPLICABLE LAW/JURISDICTION

You agree that the laws of the state of New York, excluding its conflicts-of-law rules, shall govern these Terms. Please note that your use of the Site and/or the Services may be subject to other local, state, national, and international laws. You expressly agree that exclusive jurisdiction for resolving any claim or dispute with the Company or relating in any way to your use of the Site and/or the Services resides in the state and federal courts of New York County, New York and you further agree and expressly consent to the exercise of personal jurisdiction in the state and federal courts of New York County.

CONSENT TO PROCESSING

By providing any personal information to the Site and/or to the Company, all users, including without limitation users in the European Union, fully understand and unambiguously consent to the collection and processing of such information in the United States.

Any inquiries concerning these Terms should be directed to: customerservice@trylately.com.

NOTICES

Notices to you may be made via either email or regular mail unless otherwise agreed to in writing by you and by the CEO of the Company. Notices to Company shall be by certified or overnight mail unless otherwise agreed to in writing by the CEO of the Company. The Site and/or the Company may also provide notices of changes to the Terms or other matters by displaying notices or links to notices to you on the Site.

CONTACTING US

To contact us with any questions or concerns in connection with the Terms, with any applicable Agreement between you and the Company, or with the Site, please contact us at customerservice@trylately.com or at 4082 US Highway 209, Stone Ridge, New York, 12484.

GENERAL INFORMATION

Except where an Agreement exists between you and the Company, the Terms constitute the entire agreement between you and the Company and govern your use of the Site and the Services, superseding any prior agreements between you and the Company. You also may be subject to additional terms and conditions that are applicable to certain parts of the Site. You agree that no joint venture, partnership, employment, or agency relationship exists between the Company and you as a result of these Terms or your use of the Site or the Services.

Any claim or cause of action you may have with respect to the Company or the Site must be commenced within one (1) year after the claim or cause of action arose.

The failure of the Company to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect.

You may not assign the Terms or any of your rights or obligations under the Terms without the Company’s express written consent. The Terms inure to the benefit of the Company’s successors, assigns and licensees. The section titles in the Terms are for convenience only and have no legal or contractual effect. © Copyright 2016 by Lately, Inc. All rights reserved.