Integration Service Agreement

This Integration Service Agreement (the “Agreement”) is a binding, contractual agreement between the legal entity identified on the executed LyntonWeb Order Form (“Licensee”) and Lynton Web LLC (“Licensor”), and it governs Licensee’s and its agents’ use of the LyntonWeb Integrator based Connector (the “Connector”).

Licensor reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Services at any time, effective upon posting of an updated version of this Agreement on the its web site. The Client is responsible for regularly reviewing this Agreement. Continued use of the Services after any such changes shall constitute the client’s consent to such changes. If for any reason a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect.

Licensee’s use of the Connector is subject to Licensee’s acceptance of the terms and conditions of this Agreement. By accessing or using the Connector, you are representing that you have the authority to bind Licensee, and you acknowledge, on behalf of Licensee, that you have read and understood this Agreement, and that Licensee agrees to be bound by the terms and conditions set forth herein.

  1. Terms of Service Licensor hereby grants Licensee a nonexclusive, nontransferable, worldwide right and license to use the Connector solely for Licensee’s internal business purposes, subject to the terms of this Agreement. Licensor will provide the following services to Licensee with respect to the Connector.
    1. Operation; Management. Licensor will host and operate the Connector on Licensor’s computer server. Licensee must provide Licensor an ID and password for an administrator-level role for Licensee’s CRM account. Licensee shall be responsible for the maintenance of user logon information for access to the Connector.
    2. Maintenance. Licensor may, from time to time, perform maintenance services on the Connector and related infrastructure. Licensor shall use all reasonable efforts to perform maintenance services during off-peak hours (9:00 p.m. to 5:00 a.m. Central). Licensee acknowledges that the performance of maintenance may cause the Connector to be temporarily unavailable.
    3. Customer Support. Licensor will provide Licensee with access to Licensor’s customer portal in CRM, where Licensee may log support tickets. Alternatively, Licensee may submit support requests to crm-support@lyntonweb.com. Licensor will use commercially reasonable efforts to respond to and resolve all customer support issues that are attributable to the Connector.
    4. Upgrades; Compatibility. If either software vendor releases a version of its application that is incompatible with the Connector, then Licensor will use all commercially reasonable efforts to promptly develop and make available a modified and upgraded version of the Connector for Licensee.
    5. Hosting Availability. Licensor will use all reasonable commercial efforts to make the Connector available to Licensee 99.9% of the time for each monthly period during the Term, pursuant to the following Available Access Time: “Available Access Time” means twenty-four (24) hours per day, seven (7) days per week, except for: (1) planned and scheduled down time which Licensee has reasonable advanced notice of and (2) down time caused by circumstances beyond Licensor’s reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquake, civil unrest, acts of terror, strike or labor problems, and problems with software, hardware, telecommunications lines, network connections, or other equipment not within Licensor’s possession or reasonable control. In the event Customer cannot access the Services for four (4) or more hours of the 99.9% Available Access Time in any one (1) calendar month, Licensor will issue credit in an amount equal to one (1) day of Services for each increment of four (4) hours of such unavailable time in that month (“Service Credit”). To qualify for a Service Credit, you must request such Service Credit via e-mail within three (3) days after the end of the applicable month using a form supplied by Licensor. The maximum number of Service Credits that may be credited for any reason to Licensee will be seven (7) Service Credits in any one Services month. Your sole remedy, and Licensor’s sole liability, for Licensor’s failure to provide the Services or to meet Available Access Time shall be the provision of Service Credits as described herein.
  2. Licensee’s Obligations.
    1. Prerequisite Applications; Internet Access. Licensee shall be solely responsible for procuring, at its expense, the necessary environment to use the Connector via the Internet, including, without limitation, (i) a valid license to the CRM, and if applicable, other external applications, (ii) Internet access, and (iii) telecommunications services.
    2. Proper Use. Licensee shall be responsible for its users’ use of the Connector in accordance with the applicable user manuals and other documentation, which may be amended from time to time and provided to Licensee either in writing or on-line, and any other instructions or guidance provided by Licensor. Licensee shall not, and shall ensure that its users shall not, use, submit, or enter any data, information or other materials in the course of using the Connector that (i) violate any applicable laws, rules or regulations, (ii) infringe upon or misappropriate any intellectual property or proprietary rights of others, or (iii) violates the privacy rights of others.
    3. Restrictions. Licensee shall not (and shall not allow any third party to): (i) decompile, disassemble, or otherwise reverse engineer or attempt to reconstruct or discover any source code, underlying ideas, or interoperability interfaces of the Connector by any means whatsoever; (ii) remove any product identification, copyright or other notices; (iii) provide, lease, lend, use for timesharing, service bureau or hosting purposes or otherwise use the Connector to or for the benefit of third parties; (iv) reproduce the Connector or any component thereof; (v) modify, adapt, alter, translate or incorporate into or with other software or create a derivative work of any part of the Connector nor any service or product that is similar to or a substitute in whole or in part for the Connector; (vi) disclose information or analysis (including, without limitation, benchmarks) regarding the quality or performance of the Connector; or (vii) resell, sublicense, distribute, or transfer the Connector or any component thereof to any third party (including, without limitation, sharing Licensee’s username(s) and password(s) for the Connector with any third party).
  3. Ownership. The Connector and its software components are licensed (not sold). Licensor and its suppliers retain all copyright, trade secret, trademark, patent and other proprietary rights in the Connector, including but not limited to, all software, technology, information, content, materials, guidelines, and documentation. This license confers no title to, or ownership in, the Connector or any of its components and Licensor reserves all rights not expressly granted to Licensee.
  4. Fees; Payment.
    1. Fees. Subject to the terms and conditions of this Agreement, Licensee will pay Licensor the setup fees, migration fees and/or monthly service access fees (collectively, the “Fees”) as set forth on the executed LyntonWeb quotation.
    2. Payment Terms. The Fees shall be due at the beginning of each period for which the Licensee desires to continue use of the Connector. Payment terms are due on receipt. Licensor shall have the right to suspend Licensee’s access to the Connector if Licensee is delinquent on its payment obligations.
    3. Taxes. Licensee shall be responsible for all taxes and regulatory fees of any kind imposed by any federal, national, state, provincial, local, municipal or foreign government on any services provided under this Agreement, other than taxes based solely upon Licensor’s income.
    4. Payments Upon Termination. Upon expiration or termination of this Agreement for any reason, Licensee shall pay all earned and unpaid Fees and other amounts due Licensor hereunder, which shall become immediately due and payable.
  5. Term and Termination
    1. Initial Term; Renewal. The initial term of this Agreement shall commence on the date that Licensee executes a written LyntonWeb quotation. Thereafter, this Agreement shall be automatically renewed from year to year unless either party submits a written notice of its intention not to renew to the other party at least 30 days prior to the end of the-then current term, unless earlier terminated as provided in Paragraph 5(b); or Licensee terminates this Agreement by discontinuing payment.
    2. Termination. Upon termination of this Agreement, Licensee shall, and shall ensure that its users shall, immediately, (i) cease all use of the Connector, (ii) deliver to Licensor or destroy all copies of any related materials, and (iii) certify in writing to Licensor that such delivery or destruction has been accomplished. Upon termination of this Agreement by either party, Licensor reserves the right to immediately terminate access to the Connector and Licensee acknowledges that it may be denied access to the Connector.
    3. Survival. Termination of this Agreement shall not relieve either party of its respective obligations to the other hereunder, including all payment obligations, which arose prior to the effective date of termination. Notwithstanding anything herein to the contrary, Sections 2(c), 3, 4, 5, 6, 7, 8 and 10 shall survive termination of this Agreement.
  6. No Warranty. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE CONNECTOR IS PROVIDED “AS IS” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. LICENSEE AGREES THAT ALL RISK PERTAINING TO THE USE OF THE CONNECTOR IS ASSUMED BY LICENSEE. LICENSOR AND ITS SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF NONINFRINGEMENT, TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LICENSOR DOES NOT WARRANT THAT THE CONNECTOR IS ERROR-FREE OR THAT OPERATION OF THE CONNECTOR WILL BE SECURE OR UNINTERRUPTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSOR OR SUPPLIER OR THEIR EMPLOYEES OR AGENTS WILL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY PROVIDED HEREIN. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO LICENSEE.
  7. Confidentiality.
    1. Definition. “Confidential Information” means information about Licensor’s business, products, services or activities that is proprietary and confidential, which shall include, without limitation, all business, financial, technical, marketing and other information marked or designated by Licensor as “confidential” or “proprietary;” together with all information which, by the nature of the circumstances surrounding the disclosure, ought in good faith be treated as confidential. Confidential Information shall include, without limitation, the Connector and the software component(s) of the Connector, as well as the specific terms, pricing, and fees set forth in this Agreement and the executed LyntonWeb quotation.
    2. Obligations. Licensee agrees that it will hold in strict confidence and not disclose the Confidential Information to any third party and that it will use the Confidential Information for no purpose other than as reasonably contemplated by this Agreement. Licensee shall only permit access to the Confidential Information to those of its employees, contractors or agents having a need to know and who have signed confidentiality agreements containing terms at least as restrictive as those contained in this Section 7 (Confidentiality). Licensee shall maintain the confidentiality and prevent accidental or other loss or disclosure of any Confidential Information with at least the same degree of care as used to protect its own confidential information (but in no event with less than reasonable care). For the avoidance of doubt, either party may generally disclose the existence (but not the specific terms) of the Agreement and Licensee agrees that Licensor may refer to Licensee in its public and marketing communications as a customer.
    3. Exceptions. Licensee’s obligation of confidentiality under this Agreement shall not apply to information which Licensee can document (i) is in the public domain without the breach of any agreement or fiduciary duty or the violation of any law; (ii) was known to Licensee prior to the time of disclosure (as evidenced by Licensee’s records) without the breach of any agreement or fiduciary duty or the violation of any law; or (iii) is independently developed by Licensee (as evidenced by Licensee’s records) prior to receiving such Confidential Information or without use or reference to any Confidential Information. In addition, it will not be a breach of this Section 7 for Licensee to disclose certain Confidential Information required to be so disclosed pursuant to a valid judicial order, a requirement of a governmental agency, or by operation of law; provided that Licensee gives Licensor written notice of any such requirement immediately after learning of any such requirement, and takes all reasonable measures to avoid or limit disclosure under such requirements and to obtain confidential treatment or a protective order and have allowed Licensor to participate in the proceeding. Upon written request by Licensor, Licensee shall promptly return all documents and other tangible materials containing or representing Confidential Information and all copies thereof and destroy all such Confidential Information in intangible form.
  8. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR DEATH OR PERSONAL INJURY, IN NO EVENT WILL LICENSOR OR ITS SUPPLIERS BE LIABLE TO LICENSEE, OR ANY OTHER PERSON OR ENTITY, FOR ANY INDIRECT, INCIDENTAL, COVER, SPECIAL, STATUTORY, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF PROFITS OR DATA WHATSOEVER, ARISING FROM OR RELATED TO THIS AGREEMENT OR LICENSEE’S USE OR RELIANCE UPON THE CONNECTOR, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES ARE FORESEEABLE. IN NO EVENT WILL LICENSOR OR ITS SUPPLIERS BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY WHETHER UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY FOR ANY AMOUNTS IN EXCESS OF THE AMOUNTS PAID AND PAYABLE TO LICENSOR UNDER THIS AGREEMENT AND THE EXECUTED LyntonWeb QUOTATION DURING THE SIX (6) MONTH PERIOD PRECEDING THE DATE OF THE EVENT GIVING RISE TO SUCH CLAIM. SUCH LIMITATION SHALL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO LICENSEE.
  9. Hosting Availability. Licensor will use all reasonable commercial efforts to make the Connector available to Licensee.
  10. General Provisions
    1. Waiver and Remedies. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. The remedies under this Agreement shall be cumulative and not alternative and the election of one remedy for a breach shall not preclude pursuit of other remedies unless as expressly provided in this Agreement.
    2. Governing Law. This Agreement shall be governed in all respects by the substantive laws of the State of Texas, United States of America, without reference to any conflicts of law principles that would require the application of the laws of any other jurisdiction. The parties agree that the U.N. Convention on Contracts for the International Sale of Goods will not apply to this Agreement. Any action or proceeding arising from or relating to this Agreement shall be subject to the exclusive jurisdiction of the state or federal courts having jurisdiction over Harris County, Texas, and the parties agree to submit to the personal and exclusive jurisdiction and venue of these courts. Notwithstanding the foregoing, Licensor may bring an action to protect or enforce its intellectual property rights in any applicable jurisdiction.
    3. No Export. Licensee will not export or reexport from anywhere any part of the Connector, or any component or direct product thereof, except in full compliance with and with all applicable export laws and regulations, including without limitation, those of the U.S. Department of Commerce. Licensee warrants that it is not on the United States’ prohibited party list and is not located in or a national resident of any country on the United States’ prohibited country list.
    4. Relationship. Neither party is, nor represents itself to be, an agent, employee, partner or joint venturer of the other, nor will either party transact any business on the other’s behalf, nor in any form make promises, representations or warranties that incur any liability for or on behalf of the other party.
    5. Feedback. Licensee agrees that Licensor may, in its sole discretion, use any feedback, suggestions, and ideas about the Connector or any of its components, in any manner, including in future modifications of the Connector and components thereof.
    6. Publicity. During the term of the Agreement, Licensee agrees that Licensor may disclose the fact that Licensee is a paying customer of the Connector.
    7. Severability. If any covenant set forth in this Agreement is determined by any court to be unenforceable by reason of its extending for too great a period of time or by reason of it being too extensive in any other respect, such covenant shall be interpreted to extend only for the longest period of time and to otherwise have the broadest application as shall be enforceable. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, which shall continue in full force and effect.
    8. Compliance with Laws. Licensee shall comply with all laws and regulations applicable to this Agreement or the transactions contemplated hereby.
    9. Assignment. Licensee may not assign this Agreement without the prior written consent of Licensor.
    10. Entire Agreement; Modification. This Agreement, together with the executed LyntonWeb quotation, constitutes the complete, final and exclusive statement of the terms of the Agreement between the parties pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions of the parties. Licensor reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Connector at any time, effective upon delivery of notification to Licensee of such modifications at the physical and/or e-mail addresses provided on the executed LyntonWeb quotation.