Beyond Scripting... Professional Programming for the Web.
Agreement
August, 2007 - Version 4
This Lasso Professional Alliance Agreement (the "Agreement") is between you and LassoSoft, LLC. Your acceptance to the Lasso Professional Alliance ("LPA") is subject to review of your application and approval by LassoSoft. The date upon which approval is granted is the Effective Date of this agreement.
You offer products and/or services (either internally within your organization, or externally) related to Lasso products from LassoSoft. You desire to receive certain benefits from LassoSoft to assist you with your Lasso-based initiatives. Therefore, you and LassoSoft agree to the following terms and conditions related to the Lasso Professional Alliance (the "Program").
1. Type of Service
You warrant that you are a provider or user of Lasso-related products and/or services and as such may be classified by one or many of the following designations: "Developer" - Develops custom or packaged solutions based on Lasso. "ISP" - Provides Lasso hosting services to customers. "Trainer" - Provides training and instructional courseware on Lasso products. "Vendor" - Promotes and sells Lasso-related products and services. "End User" - Utilizes Lasso within organization for business purposes.
2. Delivery of Service
With regards to customers/clients and Lasso-related products or services, you will always strive to deliver the highest quality service. When applicable, you will strive to offer your services or products using the most current releases of Lasso products.
3. Professionalism and Evangelism
You will always strive to represent LassoSoft, its products, services and policies in a fair, respectful and professional manner.
4. Non Disclosure Agreement (NDA)
Certain information disclosed by LassoSoft, including any information relating to LassoSoft's unreleased or beta products, schedules, features, services, proprietary technology, product and marketing plans, finances, personnel, LassoSoft business opportunities or any other information identified by LassoSoft in writing as confidential is LassoSoft "Confidential Information." You must not disclose any Confidential Information to any other person, except for your employees with a legitimate need-to-know provided that they comply with this restriction. You and your employees must not make any disclosure or statement covering the Confidential Information, this Agreement or the subject matter hereof without first obtaining LassoSoft's prior written consent.
5. Intellectual Property Rights
Unless expressly permitted by LassoSoft, you have no right to copy, modify, sell, license, rent, distribute, or decompile the LassoSoft products or other LassoSoft materials. You will not remove, alter or obscure any copyright or other proprietary rights notices contained on the LassoSoft products or other LassoSoft materials. You will not apply any other trademarks, logos or notices to the LassoSoft products or materials. You agree to use reasonable efforts to protect LassoSoft's proprietary rights and to cooperate in LassoSoft's efforts to protect its proprietary rights.
6. LassoSoft Trademarks
Your use of LassoSoft trademarks and logos (collectively referred to as "Trademarks") must fully conform with then-current LassoSoft trademark guidelines practices. You may use the LassoSoft Trademarks in connection with your advertisements and promotion of your services or products (collectively referred to as "Materials"). You may not use any LassoSoft Trademarks (e.g. Lasso) as part of your company name, product name or service name without express prior written consent from LassoSoft. All use of the LassoSoft Trademarks must cease if LassoSoft determines, in its sole discretion, that such use conflicts with the applicable LassoSoft policy or if your materials no longer meet LassoSoft's quality standards or if said use reflects negatively upon LassoSoft. In such case, LassoSoft will notify you and provide you a commercially reasonable period in which to meet LassoSoft's standards or cease use of the LassoSoft Trademarks. This license to use the LassoSoft Trademarks is nonexclusive and nontransferable.
7. Use of Member Information
You grant LassoSoft the rights to use your company name, background information, company profile and any additional information which you provide to LassoSoft ("Member Information") for LassoSoft's marketing and/or internal purposes at LassoSoft's sole discretion. LassoSoft will not use any copyright or trademark material (including Logos) without written consent.
8. Member Requirements and Benefits
You have read and understand the LPA Program benefits as set forth on the LassoSoft Web site.
9. Right to Change Program
LassoSoft reserves the right to change any of the benefits, requirements, services, fees, terms and conditions related to the Program. Upon such change, members will be notified by either e-mail announcement or via posts to the LPA Talk List.
10. Term and Termination
This Agreement commences on the first day of Membership. The Membership may be subsequently renewed on a yearly basis for a one (1) year term. Neither party may rely on this Membership being extended or renewed. LassoSoft, at its sole discretion, may terminate this Membership immediately following LassoSoft's written notice to you if: (a) you fail to perform any obligation or violate any restriction contained in this Agreement or the then-current LPA Benefits/Requirements, (b) LassoSoft receives complaints from your customers (if applicable) demonstrating that you have not maintained the quality of services required by LassoSoft, (c) there is any material change in your ownership or management or your business or assets, or (d) you become the subject of any proceeding under any bankruptcy, insolvency or debtor's relief law. Upon termination, your rights to use the LassoSoft Trademarks, as well as any LassoSoft software and other materials provided to you in the course of your LPA membership immediately cease, and you agree to promptly return such LassoSoft software and other materials, and any copies thereof, to LassoSoft. The conditions set forth in the LPA Agreement are non-expiring, regardless of membership status or continuation. NEITHER PARTY WILL BE LIABLE FOR DAMAGES OR COSTS OF ANY NATURE ARISING FROM THE EXPIRATION OR TERMINATION OF THIS AGREEMENT IN ACCORDANCE WITH ITS TERMS.
11. Limitation of Liability
LassoSoft'S LIABILITY WITH REGARD TO THIS AGREEMENT OR THE LassoSoft PRODUCTS WILL NOT INCLUDE CONSEQUENTIAL, INCIDENTAL, SPECIAL OR OTHER INDIRECT DAMAGES SUCH AS LOST PROFITS, EVEN IF LassoSoft HAS KNOWLEDGE OF THE LIKELIHOOD OF SUCH DAMAGES. In no event shall LassoSoft's or its licensors' total liability for all damages, losses, and causes of action (whether in contract, tort negligence or otherwise) exceed the amount paid by you for the current year's LPA membership fee.
12. Disclaimer of Warranty
OTHER THAN AS SET FORTH IN THE APPLICABLE END-USER LICENSE, LassoSoft DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES WITH REGARD TO THE LassoSoft PRODUCTS, SERVICES AND MATERIALS, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGMENT.
13. Independent Contractors
The relationship between you and LassoSoft established by this Agreement is that of independent contractors and nothing contained in this Agreement, including use of the term "Partner," shall be construed to (i) constitute the parties as partners, joint venturers, co-owners or otherwise as participants in a joint or common undertaking, or (ii) allow you to create or assume any obligation on behalf of LassoSoft for any purpose whatsoever. You acknowledge that you are an independent contractor without authority to bind LassoSoft by contract or otherwise, and neither you nor your employees and agents are agents, employees or partners of LassoSoft. All financial obligations associated with your business are your sole responsibility, and all sales and other agreements between you and your customers are your exclusive responsibility.
14. General
This Agreement supersedes all previous agreements and representations on behalf of the parties. This Agreement may not be changed, terminated or amended except in writing. LassoSoft's failure or delay in exercising any of its rights will not constitute a waiver of such rights unless expressly waived in writing. You may not assign this Agreement without LassoSoft's prior written approval. This Agreement shall be governed by the laws of the United States and the State of Washington. If a court of law finds any provision of this Agreement unenforceable, the parties agree to replace the offending provision with an enforceable provision that most nearly achieves the intent and economic effect of the unenforceable provision. The English language version of this Agreement controls when interpreting this Agreement. Any notice provided hereunder must be in writing and will be deemed given upon the earlier of actual receipt or five (5) days after being sent by first-class mail, return receipt requested, to the appropriate address set forth in the application for the Program, as such address may be changed by written notice.
