Exhibit A – American Towns LLC dba Longitude73 LLC LLC STANDARD TERMS AND CONDITIONS -These Standard Terms and Conditions are incorporated by reference into the Longitude73 LLC Purchase Agreement (the “Purchase Agreement”), to which these Terms and Conditions are attached as Exhibit A.
- Longitude73 LLC Responsibilities. Platform and Services.Longitude73 LLC will provide Client with access and use of the LEXE Social platform and services as described within the Purchase Agreement for use by users of Client (each, individually a “Client User”).
- Client’s Responsibilities. Content.Client will not publish, distribute or otherwise share provided data/content without the sole written authorization from Longitude73 LLC .
- Payments.
In consideration of the product provided by Longitude73 LLC under Section A hereof, the parties agree that upon completion and acceptance by both parties Longitude73 LLC may invoice Client for, and Client shall pay, the amounts provided in the Purchase Agreement.
- Payment Terms.
Longitude73 LLC will invoice the Client per terms stated in invoice and payment is due within 30 days of invoice date.
- Intellectual Property.
Each of Longitude73 LLC and Client owns its respective website(s), name, logos, trademarks and service marks and the material and content which it originates. Nothing herein grants to one party any right, title, or license to the other party's intellectual property rights or content
- Representations and Warranties.1. Each party represents and warrants that (i) it has all necessary right, power and authority to enter into the Purchase Agreement and to perform the acts required of it thereunder, and (ii) it will comply with all applicable laws, rules and regulations in the course of performing the Purchase Agreement. Furthermore, Longitude 73 represents and warrants that (i) it will not infringe on or misappropriate the intellectual property rights of any third party in its performance under the Purchase Agreement.
2. EXCEPT AS EXPRESSLY PROVIDED HEREIN, EACH PARTY EXPRESSLY DISCLAIMS ALL WARRANTIES WITH REGARD TO THE INFORMATION PROVIDED UNDER THE PURCHASE AGREEMENT, INCLUDING WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.
- Indemnification
1. By Client. Client agrees to defend, indemnify and hold harmless Longitude73 LLC , its clients and their respective directors, officers, employees and agents from any and all damages, liabilities, costs and expenses (including reasonable attorneys’ fees) (collectively “Losses”) incurred as a result of a third party claim, judgment or proceeding relating to or arising out of (i) Client’s breach of the Purchase Agreement; or (ii) any Client content on the Client Site, including but not limited to allegations that such content or subject matter violates the right of a third party (including, but not limited to, copyright and other intellectual property rights), is defamatory or obscene, or violates any law, regulation or other judicial or administrative action.
2. By Longitude73 LLC . Longitude73 LLC agrees to defend, indemnify and hold harmless Client, its clients and their respective directors, officers, employees and agents from any and all Losses incurred as a result of a third party claim, judgment or proceeding relating to or arising out of Longitude73 LLC ’s breach of the Purchase Agreement.
- Confidential Information.
Each party agrees to retain in confidence all non-public information, trade secrets and know-how disclosed by a party pursuant to the Purchase Agreement which is either designated as proprietary and/or confidential, or by the nature of the circumstances surrounding disclosure, should reasonably be understood to be confidential (the “Confidential Information”). Each party agrees to: (a) preserve and protect the confidentiality of the Confidential Information; (b) refrain from using the Confidential Information except as contemplated herein; and (c) not disclose the Confidential Information to any third party except to employees and contractors as is reasonably required in connection with the exercise of its rights and obligations under the Purchase Agreement (and only subject to binding use and disclosure restrictions at least as protective as those set forth herein). Notwithstanding the foregoing, a party may disclose Confidential Information which is: (i) already publicly known; (ii) discovered or created by a party without reference to the Confidential Information; (iii) otherwise known to a party through no wrongful conduct or (iv) required to be disclosed by law or court order.
