Terms of Service
Lightspeed Automate (formerly known as the Follow-up Tool®) and Lightspeed Connect (formerly known as PrismPBX®), together referred to as Lightspeed Quantum, are operated by LIGHTSPEED CLEC, INC., a Florida corporation (“Lightspeed”). This Terms of Service (the “Agreement”) state the terms and conditions under which you may use, access or browse (i) the Follow-up Tool service and related software, tools and databases (together as “Automate”) and (ii) the PrismPBX telephone phone system service and related software, tools and databases (together as “Connect”), as well as govern your use of Automate and/or Connect (together as “Quantum”). By using Automate and/or Connect, you (“Client” or “you” or “your”) agree to be bound by this Agreement. If you wish to access, use or browse Automate and/or Connect, please read this Agreement carefully. If you object to anything in this Agreement or any other policy referred to in this Agreement, you should discontinue use of Automate and/or Connect immediately.
a. Acceptance. This Agreement sets out the legally binding terms of your use of Automate, Connect and/or Lightspeed’s related services. This Agreement may include other Lightspeed policies referenced herein and any notices regarding Automate and/or Connect. By accessing Automate and/or Connect or executing a service order (“Service Order”) and/or clicking the “Accept & Continue” button, you accept this Agreement and agree to the terms, conditions and notices contained or referenced herein.
b. Modification. This Agreement and any other policies referenced by this Agreement may be modified by Lightspeed at its sole discretion from time to time. Such modifications shall be effective upon posting on Lightspeed’s website, and your use of Automate and/or Connect after such posting will constitute acceptance by you of such changes. Please consult this Agreement and the referenced policies regularly. This Agreement was last updated on October 2, 2020.
c. Access and Retention. A link to this Agreement will be found on the Lightspeed homepage (currently located at https://www.lightspeedvoice.com/tos). In order to access and retain this electronic Agreement, you must have access to the internet, either directly or through devices that access web-based content, and pay any service fees associated with such access. In addition, you must use all software and equipment necessary to make such connection to the internet. Please print a copy of this document for your records. To retain an electronic copy of this Agreement, you may save it into any word processing program.
Emergency 911 Issues and Disclosure.
You acknowledge that emergency 911 services accessed through equipment connected to Connect through the Internet may be different from emergency services through a wireline provider. These differences may have an adverse impact upon the ability or timeliness of the provision of 911 services to you or others in the event of an emergency. In addition, due to limitations on technology, the location reported for your telephone may not include your specific location within a business premise. Accordingly, you are responsible for the accurate reporting of the physical location where Connect is to be used via the Internet and for instructing each employee that he/she must state the specific location in which they are located within your premises in the event of an emergency.
In the event that any equipment used to provide Connect via the Internet is moved to another location, you are responsible for notifying Lightspeed in writing to reflect the new physical location where Connect is to be provided and for instructing each employee that he/she must update Lightspeed promptly in writing and by entering the updated information in the portal when such employee changes the physical location where Connect is being provided. You are also obligated to contact a local public safety answering point to certify the new address and/or location has been updated in the record. Even though you will be able to use Connect without interruption in the event you change the physical location where Connect services are to be provided, it may take time to update emergency dispatch information, which could result in the failure to dispatch emergency personnel to the proper location.
You further acknowledge and understand the limitations of emergency 911 services provided via Connect through the Internet. Such limitations, which may preclude your ability to make emergency calls include, but are not limited to any of the following:
1. loss of electrical power;
2. loss of Internet connection for any reason;
3. defective Client premises equipment;
4. network congestion/crash; and
5. delays from updating your registered physical location.
In some cases, emergency calls may not be routed to the designated emergency response center in your area. Rather, an emergency call may be routed to an alternative emergency dispatch center which may not have access to any or all of your registered physical location information. Consequently, you should be prepared to provide information with respect to your physical location sufficient to dispatch emergency personnel to you. This method may delay the dispatch of emergency personnel to your location. If the emergency call is disconnected for any reason prior to the time you have provided your physical location, emergency personnel will have no way to contact you or determine your identity or location, and you should immediately redial 911.
You agree to advise any and all employees, invitees, and every other person who may make calls using Connect via the Internet of the limitations described above and you acknowledge that you have read the above limitations with respect to emergency calls over Connect, that you understand these limitations, and that you agree to them. You also acknowledge that in the event you are no longer in accordance with the provisions herein, your service with Lightspeed may be disconnected.
1. Subscription/License. Subject to the terms and conditions of this Agreement, Lightspeed hereby grants to Client a limited, non-exclusive, non-transferable license to access and use Automate and/or Connect during the subscription term or any renewal period thereof (the “Term”). The applicable subscription plans (whether ordering Automate and/or Connect), associated Charges and initial subscription term will be selected by the Client during the Client’s registration with Automate and/or Connect, in a Service Order or during any subsequent purchase. Subscription plans and their associated Charges are available upon request. By agreeing to grant such license, Lightspeed does not obligate itself to maintain Automate and/or Connect in its present form. Lightspeed may upgrade, modify, change or enhance Automate and/or Connect in its sole discretion.
2. Multi-Clients. A Client that is an entity, organization, or institution may assign individuals who are employees of Client (“Authorized End-Users”) to access Automate and/or Connect. If a Client desires to assign an individual who is not an employee of the Company, then Client must obtain written consent from Lightspeed prior to such assignment. Clients will remain liable for all acts or omissions of its Authorized End-Users with respect to access and use of Automate and/or Connect; furthermore, and for the avoidance of doubt, such Client will be responsible for ensuring that its Authorized End-Users remain fully compliant with this Agreement. The Authorized End-User’s identifier must not be of a generic nature. An example of a permissible unique identifier is John Doe and firstname.lastname@example.org; examples of impermissible generic identifiers include the following: email@example.com or firstname.lastname@example.org. A Client purchasing a Multi-Client Subscription must designate an administrator (“Master Administrator”). A Master Administrator shall have reporting access and management tools.
3. License Restrictions. Automate and Connect are intended solely for the internal business use of the Client. Lightspeed reserves all rights not expressly granted to Client. Client will not copy, export, transmit electronically, download electronically or in hard copy, post to a database or to the Internet, or otherwise reproduce in any fashion any portion of Automate and/or Connect, or its underlying content, software, tools, reports or databases or any substantial portion thereof, except as expressly authorized in this Agreement. Except as expressly authorized in this Agreement, Client shall not: (a) use, copy, reproduce, export, merge or transfer copies of Automate or Connect; (b) rent, lease, sublicense, distribute, transfer, copy, modify or timeshare Automate, Connect or any of Client’s rights under this Agreement; or (c) use Automate, Connect or any part of it after any expiration, termination, or cancellation of this Agreement or the license granted by this Agreement. You agree to prevent any unauthorized copying of Automate, Connect and its content, as applicable. You also agree not to transfer any access privileges to Automate, Connect or its materials/content to any third parties. As a condition of your use of Automate and/or Connect, you warrant to Lightspeed that you will not use Automate and/or Connect, as applicable, for any purpose that is unlawful or prohibited by this Agreement. You may not use Automate and/or Connect in any manner which could damage, disable, overburden, or impair Automate and/or Connect or interfere with any other party’s use and enjoyment of Automate or Connect, as applicable.
4. Password/Account Settings. When you create a profile/account and register with Lightspeed, you will also be asked to choose a password for purposes of accessing Automate, Connect and their respective services. Client agrees that the username and password are to be used only by Client, or any Authorized End-Users. The use of Client’s username and password by other individuals is a violation of this Agreement. Client is responsible for maintaining the confidentiality of the username and password that you designate during the registration process, and you are fully responsible for all activities that occur under your username and password. You shall prevent unauthorized use of the Website using your password. You agree to (a) immediately notify Lightspeed of any unauthorized use of your username or password or any other breach of security, and (b) ensure that you exit from your account at the end of each session. Lightspeed will not be liable for any loss or damage arising from your failure to comply with this provision. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. All assignments of your password shall be void.
5. Charges/Payment Methods. Lightspeed charges fees for its subscriptions which shall be set forth in one or more Service Orders (“Charges”). Client agrees to pay the corresponding Charges for each subscription ordered. Lightspeed reserves the right to change the Charges with respect to a renewal term. Unless otherwise expressly stated, all Charges are stated in United States dollars.
All Charges due from Client to Lightspeed under this Agreement (“Contract Balance”) shall be a debt owed by Client to Lightspeed as of the effective date of the Agreement. However, provided Client is not in default of this Agreement at any time during the Term, then Client may make monthly payments of the Contract Balance to Lightspeed as set forth in the Service Order. However, if Client defaults on its obligations under this Agreement, then Lightspeed in its sole and absolute discretion may declare the Contract Balance, less any payments received, to be immediately due and owing and terminate Client’s authorization to make monthly payments. In that event, the Parties further agree that Lightspeed may, in its sole and absolute discretion, also terminate its obligations under the Agreement and treat the remaining Contract Balance as liquidated damages. The Parties agree that Lightspeed’s damages in the event of Client’s breach are not readily identifiable because of Lightspeed’s costs of effectuating its obligations under this Agreement and are not readily ascertainable.
Lightspeed utilizes third party companies, to handle credit card and payment transactions. Lightspeed is not responsible for such transactions. Therefore the burden of PCI Compliance rests solely on such third party companies.
6. No Advice/Reports/Third Party Interactions. The information provided on or obtained from Automate and/or Connect, including the tools and databases, is for reference use only and does not constitute the rendering of financial, legal or other professional advice or recommendations by Lightspeed. Use of such information is not a substitute for professional recommendations. To the extent you access and use Automate and/or Connect, including the tools and databases, Lightspeed does not represent or endorse the accuracy or reliability of any advice, opinion, statement or any other information displayed or distributed through such tools, database or any resulting report. Lightspeed has not audited or attempted to confirm this information for accuracy or completeness, and is not responsible for any errors.
Federal and state laws may govern use of Automate and/or Connect. Client hereby agrees to abide by all applicable local, state, national and foreign laws, treatises and regulations in connection with use of Automate and/or Connect, as applicable. Client acknowledges that Lightspeed merely provides Automate and Connect, and that the responsibility to use Automate and/or Connect in a lawful manner lies solely with Client. While Automate and Connect provide functionality that allows Client to communicate with third parties, as well as certain scripts and notices (such as Double Opt-In notices), Client is solely responsible for complying with any and all applicable laws, rules and regulations, including but not limited to, autodialer laws, the Telephone Consumer Protection Act (TCPA), and the CAN-SPAM Act.
Use of the Automate and/or Connect allows the interaction with third parties. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third-party. Lightspeed shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third party facilitated by Automate, Connect and Lightspeed’s services.
7. Intellectual Property Ownership. Lightspeed owns and retains all right, title and interest in and to the following (collectively, “Lightspeed Property”): (i) Automate and other tools, software, database(s), technology, content, documentation, and information provided by Lightspeed in connection with Automate (excluding the third party databases and Client Data as defined below); (ii) Connect and other tools, software, database(s), technology, content, documentation, and information provided by Lightspeed in connection with Connect (excluding the third party databases and Client Data as defined below) (iii) all ideas, know-how, and techniques that may be developed, conceived, or invented by Lightspeed during its performance under this Agreement; (iv) the marks “Follow-up Tool”, “Lightspeed Voice”, “PrismPBX”, “Lightspeed Quantum”, “Lightspeed Automate” and “Lightspeed Connect” and other Website graphics, logos, page headers, button icons, scripts, and service names; and (v) all worldwide patent, copyright, trade secret, trademark and other intellectual property rights in and to the property described in clauses (i), (ii), (iii) and (iv) above. Except as otherwise expressly authorized herein or by Lightspeed in writing, the non-exclusive license set forth in this Agreement is the entirety of Client’s rights in connection with the Lightspeed Property. This Agreement is not a sale of Lightspeed Property or any portion, copy or derivative work thereof. Accordingly, all rights in the Lightspeed Property are hereby expressly reserved. Lightspeed shall be entitled to use, license, sell, assign, transfer, and/or otherwise provide rights relating to the Lightspeed Property to any third party for any purpose free from any claim of Client. Automate and Connect are protected by U.S. copyright laws and international treaty, and the unauthorized reproduction or distribution thereof is subject to civil and criminal penalties. Except as otherwise expressly authorized herein or by Lightspeed in writing, Client shall not directly or indirectly (and shall not permit any unauthorized party to) do any of the following: (i) access, use, sell, distribute, sublicense, sublease, broadcast, or commercially exploit any Lightspeed Property or any rights under this Agreement, including without limitation any access or use of any Lightspeed Property on a service bureau basis or for any Client processing services beyond the scope specified in this Agreement (such as any unauthorized parties on a rental or sharing basis); (ii) copy, modify, or prepare derivative works based on Lightspeed Property; (iii) reverse engineer, decompile, disassemble, or attempt to derive source code from any Lightspeed Property; (iv) remove, obscure, or alter any intellectual property right or confidentiality notices, copyright notices or legends appearing in or on any aspect of any Lightspeed Property; (v) cause any confusion with Lightspeed’s brand or identity; or (vi) interfere, in any manner, with Lightspeed’s delivery of Automate and Connect.
8. Client Data. Subject to the terms of this Agreement, Client hereby grants to Lightspeed a royalty-free, non-exclusive, non-transferable right and license to use, copy, transfer, store, and display the Client Data for the purpose of enabling Lightspeed to provide Automate, Connect and the underlying software tools under this Agreement. Client shall retain sole responsibility for the accuracy, quality, integrity, reliability, and appropriateness of all Client Data, and any potential security breaches related to such Client Data. “Client Data” means the data and information entered by Client into Automate and/or Connect.
9. Termination/Cancellation/Auto-Renewal. Your subscription granted pursuant to Section 1 of this Agreement shall automatically terminate (i) upon expiration of the applicable Term, subject to the auto-renewal defined below, or (ii) in the event Client breaches any provision of this Agreement. Client may terminate or cancel the license granted by discontinuing use of Automate and/or Connect, as applicable, and providing written notice to Lightspeed. All Charges are non-refundable and non-cancellable, even if termination occurs prior to the expiration of the Term. If Lightspeed receives an authorized cancellation notice from you, you will be obligated to pay any outstanding dues owed to Lightspeed at such time. You agree that Lightspeed may, in its sole discretion, terminate or suspend your access to all or part of Automate and/or Connect with or without notice and for any suspected breach of this Agreement or any suspected fraudulent, abusive or illegal activity. Upon the expiration or termination of this Agreement for any reason, Client shall immediately cease all use of Automate and/or Connect, and Lightspeed may immediately deactivate or delete Client’s account and all related information and files and/or bar any further access to such files, Automate and/or Connect. Lightspeed will not be liable to Client or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by Lightspeed in connection with such termination or suspension.
Notwithstanding the foregoing, your subscription granted pursuant to Section 1 of this Agreement may automatically renew under this Agreement if set forth to do so in the Service Order. Your subscription will continue for the length of the initial term you select on your Service Order and at the end of your prepaid term, it will automatically renew for additional periods of the same length unless you choose to cancel prior to that renewal. In order to cancel your subscription or this auto-renewal, you must provide written notice (pursuant to Section 28 below) to Lightspeed no later than sixty (60) days prior to the date of renewal. Your account will automatically be charged (or you will be billed, as applicable) at the rates in effect at the time of renewal.
In timely payment is not received for any reason following thirty (30) days from the then-current billing cycle, Lightspeed reserves the right to either suspend or terminate your access to Lightspeed’s services, including but not limited to Automate and/or Connect, and to terminate this Agreement. You agree that Lightspeed may charge all such unpaid balances to your credit card or other automated billion account, or otherwise bill you for such unpaid balance. Delinquent payments are subject to a late-payment charge of the greater of 1.5% of the outstanding balance, or the maximum amount allowed by law, whichever is higher. Lightspeed may also charge a $25 NSF fee for returned checks.
10. Service Availability. Lightspeed will use commercially reasonable efforts to enable Automate and/or Connect to be accessible, except for scheduled maintenance and required repairs, and except for any interruption due to causes beyond the reasonable control of, or not reasonably foreseeable by Lightspeed, including, but not limited to, any Force Majeure Event (as defined below). The foregoing undertaking shall not apply to the extent of any non-conformance caused by use of Automate and/or Connect contrary to Lightspeed’s instructions, or modification or alteration of Automate and/or Connect by any party other than Lightspeed. If Automate or Connect, as applicable, is in non-conformance with the foregoing undertaking, Lightspeed will, at its expense, use reasonable commercial endeavors to correct such non-conformance promptly, or provide Client with an alternative means of accomplishing the desired performance.
11. Limited Warranty. Lightspeed represents and warrants as follows: (i) it has the full power, capacity and authority to enter into and perform this Agreement and to make the grant of rights contained herein, including without limitation, the right to license any ancillary or third party programs licensed to Client under this Agreement; (ii) there is no pending or threatened litigation that would have a material adverse impact on its performance under this Agreement; and (iii) Automate and Connect do not contain any known virus or similar code that may destroy, modify, alter, or cause the destruction, modification or alteration, in whole or in part, of any of Client’s equipment, devices, software, or data. As Client’s sole and exclusive remedy for breach of the foregoing warranty, Lightspeed shall either correct the nonconformity or refund the applicable Charges paid for the applicable Automate and/or Connect. The warranty provided in this Section is solely for Client’s benefit and Client shall have no authority to extend the warranty to any third party. Lightspeed shall not be liable for failures caused by third party hardware, Client Data, misuse of Automate, misuse of Connect, or Client’s gross negligence or willful misconduct.
12. WARRANTY DISCLAIMER. EXCEPT AS PROVIDED IN SECTION 11 (LIMITED WARRANTY), AUTOMATE, CONNECT, QUANTUM, ANY REPORTS GENERATED, OR SERVICE ASSOCIATED WITH, AUTOMATE, CONNECT AND/OR QUANTUM ARE PROVIDED “AS-IS” AND “AS-AVAILABLE,” WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND. LIGHTSPEED SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, GUARANTIES, CONDITIONS OR REPRESENTATIONS OF ANY KIND (EXPRESS OR IMPLIED, ORAL OR WRITTEN) INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, ACCURACY, QUALITY OF INFORMATION, TITLE/NON-INFRINGEMENT, AND THOSE ALLEGED TO ARISE BY A CUSTOM OR USAGE IN A TRADE, OR BY COURSE OF DEALING. LIGHTSPEED MAKES NO REPRESENTATION OR WARRANTY THAT AUTOMATE, ANY REPORT GENERATED FROM AUTOMATE, CONNECT OR ANY SERVICE ASSOCIATED WITH CONNECT IS FIT FOR ANY PARTICULAR PURPOSE OR THAT THE OPERATION OF AUTOMATE, CONNECT OR THE UNDERLYING TOOLS, WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN AUTOMATE WILL BE CORRECTED. CLIENT EXPRESSLY AGREES AND ACKNOWLEDGES THAT USE OF AUTOMATE AND/OR CONNECT IS AT CLIENT’S SOLE RISK. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LIGHTSPEED OR LIGHTSPEED’S AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THE WARRANTIES CONTAINED IN SECTION 11. LIGHTSPEED MAKES NO WARRANTY AS TO THE ADEQUACY OR CAPACITY OF ANY HARDWARE OR THIRD PARTY SOFTWARE TO ATTAIN SOME OR ALL OF THE PERFORMANCE OBJECTIVES OF CLIENT. MANY FACTORS, INCLUDING BUT NOT LIMITED TO THE TYPE OF NETWORK, THE AMOUNT OF TOTAL NETWORK TRAFFIC, AND THE TYPE AND PATTERN OF USAGE OF AUTOMATE AND CONNECT ON THE NETWORK, WILL IMPACT THE PERFORMANCE OF AUTOMATE AND CONNECT.
13. LIMITATION OF LIABILITY. IN NO EVENT SHALL LIGHTSPEED OR ANY OF ITS OFFICERS, DIRECTORS, SHAREHOLDERS, PARTNERS, OWNERS, MANAGERS, AFFILIATES, SUBSIDIARIES, EMPLOYEES, AGENTS, REPRESENTATIVES OR INDEPENDENT CONTRACTORS, BE LIABLE TO YOU OR ANY PARTY FOR ANY LOSS OR INJURIES TO EARNINGS, PROFITS, OR GOODWILL, OR FOR ANY DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR BUSINESS INTERRUPTION, LOSS OF PROFITS, REVENUE, BUSINESS INFORMATION OR DATA, OF ANY PERSON OR ENTITY WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE, EVEN IF LIGHTSPEED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LIGHTSPEED HAS SET PRICES FOR AUTOMATE AND CONNECT BASED ON THE ALLOCATION OF RISKS SET OUT IN THIS AGREEMENT.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, LIGHTSPEED’S MAXIMUM LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO TWO HUNDRED DOLLARS ($200), REGARDLESS OF WHETHER THE CLAIM OR ACTION IS BASED ON CONTRACT, TORT, WARRANTY, INDEMNIFICATION OR OTHERWISE. THE EXISTENCE OF MULTIPLE CLAIMS WILL NOT ENLARGE THIS LIMIT. YOU WILL BE RESPONSIBLE FOR ALL CLAIMS AND DAMAGES RESULTING FROM THE MISUSE OF AUTOMATE AND/OR CONNECT BY CLIENT AND/OR AUTHORIZED END-USERS.
14. Indemnity. You agree to indemnify and hold Lightspeed, its officers, directors, shareholders, partners, owners, managers, affiliates, subsidiaries, sponsors, advertisers, licensors, employees, agents, representatives and independent contractors, harmless from any loss, liability, damages, claim, actions, or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your use of Automate and/or Connect in violation of this Agreement and/or arising from any use of Automate and/or Connect. Such indemnification obligation also applies to any issues related to security issues or data breaches in connection with Client Data.
15. Support, Training, and Customizations. Lightspeed shall have no support, training or customization obligations hereunder except as otherwise provided in a mutually agreed upon Service Order.
16. Security. Protecting your personal information and business data is important to Lightspeed. Lightspeed uses encryption technology to protect your information as it is transmitted over to Lightspeed over the Internet. While Lightspeed uses security technology to secure your personal information, Lightspeed cannot guarantee that any electronic commerce is completely secure. Please also see Section 4 regarding security of your username and password.
17. Use with Mobile Devices. Use of Automate and Connect may be available through a compatible mobile device using Internet access and may require software. You agree that you are solely responsible for these requirements, including any applicable changes, updates and fees for SMS messages, data plans, and general usage, as well as the terms of your agreement with your mobile device and telecommunications provider. LIGHTSPEED MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO: (i) THE AVAILABILITY OF TELECOMMUNICATION SERVICES FROM YOUR PROVIDER AND ACCESS TO AUTOMATE, CONNECT OR THE LIGHTSPEED SYSTEM AT ANY TIME OR FROM ANY LOCATION; (ii) ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES; AND (iii) ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS OR SETTINGS CONNECTED WITH AUTOMATE AND/OR CONNECT.
18. Damages to and Encumbrances on Equipment. Unless purchased outright by Client in a Service Order, all equipment provided to you by Lightspeed (the “Equipment”) will at all times remain the property of Lightspeed. You may not sell, transfer, lease, encumber or assign all or part of the Equipment to any third party. You agree to pay the full retail cost for the repair or replacement of any lost, stolen, unreturned, damaged, sold, transferred, leased, encumbered or assigned Equipment or part thereof, together with any costs incurred by Lightspeed in obtaining or attempting to obtain possession of any such Equipment. You hereby authorize Lightspeed to charge your credit card or other payment method authorized by you for any outstanding Lightspeed service, Equipment, and repair and replacement costs described herein. Lightspeed may, at its option, install new or reconditioned Equipment, including swapping your existing equipment, for which you may incur a fee.
19. Consent to Arbitration, Forum Selection and Choice of Law. By using Automate and/or Connect (together as Quantum), you expressly agree that if there is any dispute arising out of Automate and/or Connect, or in the event of any action arising directly, indirectly, or otherwise in connection with, out of, related to or from this Agreement or any transaction covered hereby or otherwise arising in connection with the relationship between the parties, regardless of whether such action is brought under contract, tort, statute or otherwise, any such dispute shall be governed by the laws of the State of Florida, without regard to its conflict of law provisions, and you expressly agree and consent to arbitration for the resolution of any such dispute. Such arbitration shall be decided by one arbitrator in a hearing held in Sarasota County, Florida, pursuant to the Commercial Rules of the American Arbitration Association. Judgment on the award rendered by the Arbitrator may be entered by any court with jurisdiction. The aforementioned location of arbitration is intended by the parties to be mandatory and not permissive in nature.
20. Legal Fees. If any dispute arises between the Parties with respect to the matters covered by this Agreement which leads to a proceeding to resolve such dispute, the prevailing Party in such proceeding will be entitled to receive its reasonable attorneys’ fees, expert witness fees and out-of-pocket costs incurred in connection with such proceeding, in addition to any other relief it may be awarded.
21. Force Majeure. Lightspeed shall not be liable for failing to perform its obligations hereunder because of circumstances reasonably beyond its control. Such circumstances shall include (without limitation) any acts or omissions of any government or governmental authority, natural disaster, act of a public enemy, acts of terrorism, riot, sabotage, labor disputes, power failure, delays in transportation or deliveries of supplies or materials, acts of God, computer failure, hardware failure, telecommunications failure, software failure, cyber-attacks, cyber-hacks, cyber-crimes, or cyber-disruptions, failure of users to cooperate with the reasonable requests of Lightspeed, breach of this Agreement by users, and any other events reasonably beyond the control of Lightspeed (each a “Force Majeure Event”).
22. Entire Agreement. This Agreement contains the entire agreement (besides such information listed in the Service Order) between you and Lightspeed regarding the use of Automate and/or Connect. Any other policy statements as referenced herein (as modified by Lightspeed from time to time) is incorporated herein by reference and made a part of this Agreement.
23. Assignment. You may not assign your rights and obligations under this Agreement to any third party, and any purported attempt to do so will be null and void. Lightspeed may freely assign its rights and obligations under this Agreement.
24. Severability. If any part of this Agreement is held invalid or unenforceable, that portion will be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions will remain in full force and effect.
25. Waiver. Any failure by Lightspeed to enforce or exercise any provision of this Agreement or related rights will not constitute a waiver of that right or provision.
26. Captions. The headings and captions of this Agreement are inserted for convenience of reference and do not define, limit or describe the scope or intent of this Agreement or any particular section, paragraph, or provision.
28. Notice. Lightspeed may give notice by means of a general notice through Lightspeed’s services, electronic mail to your email address on record in Lightspeed’s account information, or by written communication sent by first class mail to your address on record in Lightspeed’s account information. You may give notice to Lightspeed (such notice shall be deemed given when received by Lightspeed) at any time by any of the following: electronic mail to email@example.com, letter sent by confirmed facsimile to Lightspeed at the following fax number: (941) 209-5665; or by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Lightspeed at the following address: Lightspeed CLEC, Inc., 135 Triple Diamond Blvd., North Venice, FL 34275.
Please contact us with any questions regarding this Agreement.