Terms of Use - Lattice Publishing

Acceptance of Terms

Please read these Terms of Use (the ”Terms”) very carefully as they apply to your use of this website (www.latticepublishing.com) (the “Website”) and any use of or purchases of products and services provided by Lattice Publishing LLC (“Lattice Publishing” or the “Company”). By accessing, or using the website located at https://www.latticepublishing.com/ (the “Site”), or by enrolling in or purchasing Services through this site, by e-mail or by phone, or by continuing to accept Services after reviewing the Terms, you are agreeing to these Terms and are concluding a legally binding contract with Lattice Publishing LLC (the “Agreement”).

This Agreement defines the relationship between Lattice Publishing LLC and you (“you”, “your”, the “client”). If you are entering into this Agreement on behalf of a company or other legal entity, you also represent that you have the authority to bind such entity to these terms, in which case the terms “you”, “your” or “client” shall refer to such entity. If you do not have such authority, or if you do not agree with these terms, you must not accept this Agreement and may not use the latticepublishing.com site or its Services.

Eligibility

By using this website or any of the Services offered, you represent and warrant that (a) all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; and (c) you are 13 years of age or older. Children under the age of 13 are prohibited from creating any accounts or purchasing or enrolling for any Services. Your information and profile may be deleted or terminated without warning, if we believe that you are less than 13 years of age.

Our Services

The Company provides reports, spreadsheets, articles, or other editorial content including any images, text, and the organization of the same, that are created or generated by Lattice Publishing staff or systems and that may contain Lattice Publishing’s proprietary data, other company’s proprietary data used under license by Lattice Publishing, public data, or other third-party data (collectively the “Reports”), editorial content and other related products and services (“Services”). The Services are described on the individual pages for each service, which can be accessed on the Site. We may, at our discretion, periodically change the description or content of our Services in order to reflect changes to the Service offerings and features, including, without limitation, to reflect enhanced capabilities, changes in the service terms, changes in regulatory requirements, and/or any other modification intended to improve the efficacy of the Services or better address a perceived need among our customers.

Enrollment for Free Services or Purchase of Paid Services

When you sign up for or use free Services, when you create user accounts, and/or when you purchase paid Services, you are agreeing to the specific terms of service established for each type of Service. The specific terms for each type of Service are set forth on the exhibits which follow these Terms of Use. Said exhibits may be amended and supplemented from time to time.

User Accounts and Passwords

Certain features or Services offered on or through the Site may require you to open an account (including setting up a latticepublishing.com ID and/or password(s)). You are entirely responsible for maintaining the confidentiality of the information you hold for your account, including your login ID and password, and for any and all activity that occurs under your account as a result of your failing to keep this information secure and confidential. You agree to notify us immediately of any unauthorized use of your account or password, or any other breaches of security. The Company cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.

Data Security

We take seriously our responsibility to keep secure the information that our users and customers entrust to us. To protect this confidential information, we use industry standard safeguards to protect confidential information stored on our systems.

Privacy

Our privacy policy located at https://www.latticepublishing.com/privacy-policy (“Privacy Policy”) applies to use of this Site and the Services, and its terms are made a part of these Terms of Use by this reference. Additionally, by using the Services or the Site, you acknowledge and agree that Internet transmissions are never completely private or secure.

Lattice Publishing LLC Intellectual Property

Copyright & Trademarks

All content on our website is copyrighted and owned by the Company or licensed to us by our registered users and other licensees. You may not copy or use any part of our site without express written permission. All content shall remain the property of the Company or the Company’s licensor(s), as applicable.

With regard to any images in Reports, such images may only be used if they are embedded in the Reports, and the Company has no right or authority to grant a license for use of the images for independent use or as a derivative work from the Reports, as such images have third-party rights ownership and the Company, therefore, cannot explicitly assign or grant any more rights to such images or other material as can be granted under the Company’s agreements with such third-parties.

All of the software products and services and supporting product materials are copyrighted and may not be copied, used, modified, or reversed engineered without express written permission.

Our trademarks, which include, but are not limited to, the name Lattice Publishing, may not be used in any way or for any purpose without our express written permission.

Site Content

All information and content available on this Site (collectively, “Content”) is protected by copyright and other intellectual property laws. The Content and Site is owned by the Company or used by the Company under license. The Content is intended for personal and noncommercial use only. Any use of the Content not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.

Your use of the Site and all Content is on an “as is” basis, at your own risk, and we do not make and expressly disclaim any express or implied warranties, representations or endorsements whatsoever (including without limitation warranties of title or non-infringement, or the implied warranties of merchantability or fitness for a particular purpose) with regard to the Site or the Content.

You may only use or reproduce the Content for your own personal and non-commercial use. The following activities are prohibited: (i) using any robot, spider or other automatic device, or a manual process, to monitor or copy web pages or the Content contained in the Site or for any other unauthorized purpose without our prior expressed written permission; (ii) using any device, software or routine to interfere or attempt to interfere with the proper working of the Site; (iii) decompiling, reverse engineering, disassembling or otherwise attempting to obtain the source code for the software; or (iv) taking any action that imposes an unreasonable or disproportionately large load on the Company’s hardware and software infrastructure (collectively, “Prohibited Activities”).

Copyright

We respect the intellectual property of others and ask that users of our Site and Services do the same. In connection with our Site and Services, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of users of our Site and Services who are repeat infringers of intellectual property rights, including copyrights. If you believe that one of our users is, through the use of our Site and Services, unlawfully infringing copyright(s) in a work, and you wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. SS 512(c)) must be provided to our designated Copyright Agent:

Your physical or electronic signature;
Identification of the copyrighted work(s) that you claim to have been infringed;
Identification of the material on our Services that you claim is infringing and that you request us to remove;
Sufficient information to permit us to locate such material;
Your address, telephone number, and e-mail address;
A statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and
A statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner. Please note that, pursuant to 17 U.S.C. SS 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.

Copyright Agent

Our designated Copyright Agent is:

Lattice Publishing
1111 6th Avenue, Suite 300
San Diego, CA 92101
[email protected]

Links to Other Sites

This Site may contain links to other independent third-party Web sites (“Linked Sites”). These Linked Sites are provided solely as a convenience to our visitors. Such Linked Sites are not under our control, and we are not responsible for and do not endorse the content of such Linked Sites, including any information or materials contained on such Linked Sites. You will need to make your own independent judgment regarding your interaction with these Linked Sites.

Indemnity

You agree to indemnify, hold harmless and defend us, our officers, directors, employees, agents, and third-party suppliers or affiliates, at your expense, against any and all third-party claims, actions, proceedings, and suits brought against us or any of our officers, directors, employees, agents, third-party suppliers or affiliates, and pay all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, without limitation, reasonable attorneys’ fees and other litigation expenses) incurred by us or any of our officers, directors, employees, agents, third-party suppliers or affiliates, arising out of or relating to: (a) your breach of any term or condition of this Agreement; (b) your fraudulent or malicious use of the Services; (c) your violation of applicable laws, rules or regulations in connection with the Services; or (d) our use of any content or information you provide to us. In such a case, we will provide you with written or electronic notice of such claim, suit or action. You shall cooperate as fully as reasonably required in the defense of any claim. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter subject to indemnification by you.

Limitation of Liability

Types of Damages. NEITHER WE, NOR OUR THIRD PARTY SUPPLIERS, WILL BE LIABLE TO YOU OR ANY THIRD-PARTY CLAIMANT FOR ANY INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST DATA OR LOSS OF GOODWILL), OR INCIDENTAL DAMAGES, WHETHER BASED ON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, INDEMNITY OR CONTRIBUTION, OR OTHERWISE, EVEN IF WE OR OUR THIRD PARTY SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITY

Amount of Damages. OUR MAXIMUM LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF (A) THE FEES YOU HAVE PAID TO US PURSUANT TO THE ORDER THAT IS THE SUBJECT OF THE CLAIM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM, OR (B) US $50.00. THE EXISTENCE OF ONE OR MORE CLAIMS WILL NOT INCREASE OUR LIABILITY. IN NO EVENT SHALL OUR SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY

Feedback

Any feedback or information you provide us about the Site or the Services shall be deemed to be non-confidential, and we shall be free to use such information on an unrestricted basis.

Arbitration, Forum, and Governing Law

Any claim, dispute or controversy of whatever nature (“Claim”) arising out of or relating to this Agreement shall be resolved by final and binding arbitration. The arbitration shall be conducted by and submitted to a single arbitrator (“Arbitrator”) selected from and administered by the San Diego, California office of JAMS in accordance with its then-existing Comprehensive Arbitration Rules & Procedures for matters where over $100,000 or injunctive relief is being claimed, and in accordance with its then-existing Streamlined Arbitration Rules & Procedures for matters where less than $100,000 is being claimed. The arbitration hearing shall be held in San Diego, California. This Agreement shall be governed by and construed under the laws of the state of California, consistent with the Federal Arbitration Act, without reference to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. The Arbitrator shall be authorized to award compensatory damages, but shall NOT be authorized to award non-economic damages, such as for emotional distress, or pain and suffering or punitive damages. Each party shall bear its own attorneys’ fees, cost and disbursements arising out of the arbitration, and shall pay an equal share of the fees and costs of the Arbitrator and JAMS. Judgment on the award may be entered by any court of competent jurisdiction. By agreeing to this binding arbitration provision, the parties understand that they are waiving certain rights and protections which may otherwise be available if a Claim were determined by litigation in court, including, without limitation, the right to seek or obtain certain types of damages precluded by this arbitration provision, the right to a jury trial, certain rights of appeal, the right bring a claim as a class member in any purported class or representative proceeding; and a right to invoke formal rules of procedure and evidence.

Notices and Service Messages

You agree that that we may use our website, mobile apps, and email to provide you with important notices. You agree that we may provide notices to you in the following ways:

(1) a banner notice on the Service, or
(2) an email sent to an address you provided, or
(3) a text to you at the mobile number you provided, or
(4) through other means including telephone, or mail. You agree to keep your contact information up to date.

Assignment

These Terms of Use, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by the Company without restriction.

Amendments or Modifications

We may amend, modify or terminate any terms of this Agreement at any time and such amendment, modification or termination will be effective at the time we post the revised terms on the site. You can determine when this Agreement was last revised by referring to the “last updated” legend at the top of this Agreement. Your continued use of the Site or Services after we have posted revised terms signifies your acceptance of such revised terms. No amendment to or modification of this Agreement will be binding unless in writing and signed by our duly authorized representative or posted to the site by our duly authorized representative.

How to Contact Us

If you want to send us notices or reach our customer support, please contact us by email at:

[email protected]

Exhibit A to the Terms of Use

Lattice Publishing LLC Standard Terms of Service for Nonpaid Use of Content From Content Feed

Effective as of January 1, 2021

These Standard Terms of Service for Nonpaid Use of Content from Content Feed (the “Agreement”) govern the use of Lattice Publishing LLC’s (“Lattice Publishing” or the “Company”) Content Feed of reports, spreadsheets, articles, or other editorial content including any images, text, and the organization of the same, that are created or generated by Lattice Publishing staff or systems and that may contain Lattice Publishing’s proprietary data, other company’s proprietary data used under license by Lattice Publishing, public data, or other third-party data (collectively the “Reports”), editorial content and other related products and services (collectively, the “Services”) by the Customer. By accessing the Services (i) via a RSS feed ULR hosted on the www.latticepublishing.com website or other Company owned website (ii) by clicking on a custom link delivered to you from a Lattice Publishing domain e-mail address (iii) by creating an account on the www.latticepublishing.com website and selecting a delivery option for the Services or (iv) by making an e-mail or telephone request to have Lattice Publishing deliver the Services to you by any other means, you agree to become a customer of Lattice Publishing (the “Customer”) for purposes of this Agreement. By accepting the Services, the Customer agrees that this Agreement is a legally binding contract with Lattice Publishing LLC. If the Customer is entering into this Agreement on behalf of a company or other legal entity, the Customer also represents that he/she has the authority to bind such entity to these terms, in which case the term “Customer” shall refer to such entity.

1. License Grant and Restrictions

1.1 Service Term. The Agreement is a license to access and use, and not a contract for the sale of, the Services. The duration of the Services (the “Service Term” or “Subscription Term”) shall be perpetual until otherwise terminated by the Company or the Customer as described in Section 4.
1.2 Proprietary Rights. All intellectual property rights in and to the Services and any modifications and improvements made thereto and to any user documentation are owned exclusively by Company, including, but not limited to, all patents, copyrights, trade secrets, and trademarks.
1.3 License Grant. Subject to the terms and conditions of the Agreement, the Company grants the Customer a limited, perpetual, non-exclusive, non-transferable, non-sublicensable license to use, display, distribute and otherwise exploit the Services on the Customer’s websites and in the Customer’s promotional and marketing materials for the duration of the Service Term. With regard to any images in the Reports, such images may only be used if they are embedded in the Reports, and the Company has no right or authority to grant a license for use of the images for independent use or as a derivative work from the Reports, as such images have third-party rights ownership and the Company, therefore, cannot explicitly assign or grant any more rights to such images or other material as can be granted under the Company’s agreements with such third-parties.
1.4 License Restrictions. The Customer will not modify or tamper with the Services without the Company’s prior written consent. The Customer may not, and shall not allow or enable third parties to, reverse engineer, scrape, spider (or other automatic tool or process) to monitor, extract, copy, review, index, mirror, transmit, ping or validate any of the Services or information found within the Services. The Customer will not (a) incorporate the Services with any Customer or third-party product or service that infringes or otherwise violates any third party’s intellectual property rights; or (b) use the Services in any unlawful, threatening, tortious, defamatory, or libelous manner. Notwithstanding any contrary provision herein, in the event the Customer violates this Section, the Company may immediately terminate this Agreement. The licenses granted to Customer in this Agreement do not include any right to: (a) damage, disable, or impair the Services or the network(s) connected thereto; (b) copy a Service or any part, feature, function or user interface thereof; (c) modify, reroute, create derivative works of, derive the source code of, reverse engineer, disassemble or tamper with Services, or attempt to do any of the foregoing; (d) permit direct or indirect access to or use of any Services by a third party, (e) take any action that imposes an unreasonably or disproportionately large burden on Company’s infrastructure; (f) violate any local, state, federal or other applicable consumer privacy regulations or applicable law or violate the rights of any third party (including, without limitation, rights of privacy or proprietary rights); (g) disable or circumvent any security features of the Company’s products or Services; or (h) cause or permit any third party to do any of the foregoing.
1.5 Reservation of Rights. All rights to the Services not expressly granted to Customer in this Agreement are reserved to Company. No additional rights whatsoever (including, without limitation, any implied licenses) are granted to Customer by implication, estoppel or otherwise. Customer shall not, by virtue of this Agreement or otherwise, acquire any ownership interest or any rights in the Services, any Company trademarks or service marks, or any other Company technology, software (including third party technology and software) or intellectual property, except for the limited use and access rights described herein.

2. Disclaimers

2.1 Disclaimers. To the maximum extent permitted by law and except for the express warranties in this section, the Services are provided “as is” and the Company specifically disclaims any and all warranties of any kind with respect to the subject matter of this agreement, whether express, implied, or statutory, including without limitation warranties of quality, performance, merchantability or fitness for a particular purpose. Company does not warrant that the Services will meet Customer’s needs or be free from errors.

3. Limitation of Liability

3.1 Limitation on Types of Damages. IN NO EVENT SHALL EITHER PARTY EVER BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL (INCLUDING WITHOUT LIMITATION LOST PROFITS OR LOSS OF GOODWILL), OR INCIDENTAL DAMAGES, WHETHER BASED ON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, OR CLAIM FOR CONTRIBUTION, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITY OR DAMAGE.

4. Term/Termination

4.1 Termination. Either party may terminate this Agreement at any time upon thirty (30) days written notice to the other party with or without cause.
4.2 Effect of Termination. Upon termination: (a) all rights granted to Customer under this Agreement, including Customer’s license to use the Services, shall immediately cease; and (b) the Company shall stop providing all Services to the Customer. Sections 5 through 8 of this Agreement shall survive any termination or expiration of this Agreement.

5. Confidentiality, Privacy, Data Ownership, and Publicity

5.1 Privacy. Customer should carefully read the Company’s privacy policy located at https://www.latticepublishing.com/privacy-policy (“Privacy Policy”) as it is hereby incorporated into this Agreement by reference, and governs Company’s treatment of Personal Data (as defined in the Privacy Policy), including Customer Data, that Customer submits to Company or that Company collects in connection with providing the Services. Customer acknowledges and understands that the Privacy Policy may be amended from time to time at the Company’s discretion.
5.2 Publicity. Customer hereby acknowledges and agrees that Company may use Customer’s name and logo for the purposes of identifying Customer as a Company customer.

6. Professional Services

6.1 Professional Services and Work for Hire. The Company does not provide any custom deliverables or services under this Agreement or any professional services agreement that would qualify as a work for hire.

7. Arbitration, Forum, and Governing Law

Any claim, dispute or controversy of whatever nature (“Claim”) arising out of or relating to this Agreement shall be resolved by binding arbitration. The arbitration shall be conducted by a single arbitrator selected from and administered by the San Diego, California office of JAMS, in accordance with its Comprehensive Arbitration Rules. The parties agree that all proceedings prior to the final arbitration hearing shall be handled via email, telephone or videoconference, but the final arbitration hearing shall be held in San Diego, California. This Agreement shall be governed by California law. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. Each party shall bear its own attorneys’ fees and costs arising out of the arbitration, and shall pay an equal share of the fees and costs of the Arbitrator and JAMS. Judgment on the award may be entered by any court of competent jurisdiction.

8. General Provisions

8.1 Notices. Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon:
- (i) personal delivery;
- (ii) the second business day after mailing by overnight carrier;
- (iii) the first business day after sending by confirmed facsimile or email. The Customer shall provide one of a physical address or e-mail address for Notice purposes; it is the sole responsibility of the Customer to update the Customer addresses, to the extent that they change. A Notice provided to the physical or e-mail address provided by Customer is deemed proper.
8.2 Product Modifications. The Company continues to innovate and develop its Services and reserves the right from time-to-time to make modifications to the Services and/or to particular components of the Services in order to improve the Services and/or to address market changes. Company will use commercially reasonable efforts to notify Customer of any material modifications to its Services.
8.3 Export Compliance. The Services, other technology that the Company may make available, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list. Customer shall not permit access to or use of the Services in a U.S. embargoed country or in violation of any U.S. export law or regulation.
8.4 External Forces. The Company shall be excused from performance hereunder to the extent that its performance is prevented, delayed or obstructed by: an act of war, hostility, or sabotage; act of God; global pandemic; electrical, Internet, or telecommunication outage that is not caused by the obligated party; government; other event outside the reasonable control of the obligated party. In such event, both parties will use reasonable efforts to mitigate the effect of a force majeure event.
8.5 No Third-Party Beneficiaries. There are no third-party beneficiaries to the Agreement.
8.6 Waiver and Severability. No forbearance or delay by either party in enforcing its rights shall prejudice or restrict the rights of that party, and no waiver of any such rights or of any breach of any contractual terms shall be deemed to be a waiver of any other right or of any later breach. If any provision of this Agreement is found to be contrary to law by a court of competent jurisdiction, such provision shall be of no force or effect; but the remainder of this Agreement shall continue in full force and effect. The parties shall meet and confer in good faith with respect to any provision found to be in contravention of the law in order to agree on a substitute provision.
8.7 Amendment and Assignment. Any amendment, waiver or variation of this Agreement shall not be binding on the parties unless set out in writing and signed by or on behalf of each of the parties. Neither party shall assign this Agreement or any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party; provided that either party may, without consent, assign this to any purchaser of all or substantially all of its assets or equity or to any successor by way of merger, consolidation or similar transaction.
8.8 Relationship of the Parties. The relationship of the parties is that of independent contractors, and neither party is an agent or partner of the other. Neither party has the authority to act in the name or on behalf of or otherwise to bind the other party.
8.9 Entire Agreement. This Agreement, including all exhibits and addenda hereto, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. To the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any exhibit or addendum executed by both parties, the terms of such exhibit or addendum shall prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in any document not executed by both parties (including any Customer purchase order) shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void. This Agreement may be executed in counterparts. Facsimile, pdf. and electronic signatures shall all be binding.