Introduction

Welcome, and thank you for your interest in SubHub Apps Inc. doing business as Lasso Technologies, Inc. (“Lasso,” “we,” or “us”) and our website at www.heylasso.ai, along with our related websites, networks, applications, mobile applications, and other services provided by us, our subsidiaries and our affiliates (collectively, the “Service”).

These Terms of Service are a legally binding contract between you and Lasso regarding your use of the Service as a client. By using this website or Lasso, you agree to comply with and be bound by these Terms. If you do not agree with any part of these Terms, please do not use Lasso

Lasso Technologies, Inc. may update or modify these Terms from time to time. We will notify you of any significant changes by posting the new Terms on our website and updating the “Last Updated” date. Your continued use of the platform after any such changes constitutes your acceptance of the new Terms.

PLEASE READ THE FOLLOWING TERMS CAREFULLY.

BY CLICKING “I ACCEPT,” OR BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING LASSO's PRIVACY POLICY (TOGETHER, THESE “TERMS”) AND YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THESE TERMS PERSONALLY OR ON BEHALF OF THE ENTITY YOU HAVE NAMED AS THE USER. THE TERM “YOU” REFERS TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE, IDENTIFIED AS THE USER DURING THE REGISTRATION PROCESS. IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SERVICE. YOUR USE OF THE SERVICE, AND LASSO’S PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY LASSO AND BY YOU TO BE BOUND BY THESE TERMS.

ARBITRATION NOTICE. You understand and agree that disputes arising under these Terms will be resolved by confidential, binding, individual arbitration. (See Section 14.)

Section 1 - Lasso Service Overview

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1. The “Lasso Platform” or “Platform” refers to the proprietary Software-as-a-Service Platform offered by Lasso Technologies, Inc. that allows the company’s clients to build, manage, market and grow various partner programs (“Partner Programs”). The Platform also allows third-party partners, resellers, influencers, community members or affiliates (“Partners”) to identify and participate in such Partner Programs offered by Clients. Through these Partner Programs, Partners may earn commissions (“Commissions”) from Clients. As a Client, you may use the Lasso Platform solely to build, manage, market and grow your Partner Programs, including by communicating with and paying Partners in relation to their participation in such programs. You agree to provide only true, complete, and accurate information to and through the Platform and only to use the Platform to communicate in a manner consistent with this Agreement. Any uses that are inconsistent with the Agreement are prohibited and may lead to the suspension or cancelation of your access to and use of the Platform. As long as you follow the terms and conditions of this Agreement, Lasso will grant you a non-exclusive, non-transferable right to access and use the Services and the Platform during the Term. To use the Platform, you'll need to integrate it with your own technical systems according to the instructions provided to you on the Lasso website. You’re fully responsible for this integration. We may update and modify the Lasso Platform, as long as these changes don't significantly impact its functionality for you.
2. Relationship with Partners - ‍The Lasso Platform will allow you to provide information about Partner Programs that you offer, this can include details like what the program involves, how payments work, commission schedules, and other terms. All Partners must create user accounts and accept terms set by the Client and Lasso's Partner Terms  to access the Lasso Platform. Partners who want to join your Partner Program will be able to contact you through the Lasso Platform. Clients can then enter into a separate agreement with partners that applies to your relationship with those Partners and their participation in your programs. Lasso isn't involved in these agreements and isn't responsible for them. Lasso is not responsible or liable for confirming or acknowledging the termination of the client’s relationship with their partners, and we will not be liable for any of your unpaid payments or obligations.

Section 2 - Accounts and Registration

1. You must be at least 18 years old to use the Service. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years old; (b) you have not previously been suspended or removed from the Service; and (c) your registration and your use of the Service is in compliance with any and all applicable laws and regulations. If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms.
2. Upon Client’s request, Lasso will: (a) issue one or more accounts (each, a “Client User Account”) to Client for use by Client and its personnel who Client authorizes to access and use the Lasso Platform (“Permitted Users”); and (b) designate one or more Client User Accounts as administrator accounts that provides Client with the capability to administer, maintain, and manage certain features of the Lasso Platform. Client will ensure that Permitted Users only use the Lasso Platform through the Client User Account. Client will not allow any Permitted User to share the Client User Account with any other person or organization. Client will promptly notify Lasso of any actual or suspected unauthorized use of the Lasso Platform. Lasso reserves the right to suspend, deactivate, or replace the Client User Account if it determines that the Client User Account may have been used for an unauthorized purpose.
3. An Order Form may provide Permitted User limits, and/or other usage limitations. Use of the Lasso Platform by Client is restricted to such limitations as set forth in the Order Form.
4. Code of Conduct - All users must create user accounts and accept Lasso's Code of Conduct to access the Lasso Platform. You're responsible for ensuring that your Permitted Users comply with the Code of Conduct.
5. Restrictions on Use - Client understands and agrees that it is responsible for usage of the Lasso Platform by Permitted Users or activity done on Client User Accounts. Any breach of the Code of Conduct by Permitted Users or anyone using a Client User Account is deemed to be a breach by you. You will make sure that Permitted Users follow the Agreement, Code of Conduct and policies provided by Lasso. You agree that you won’t, nor will you let others, including Permitted Users:
   
   1. alter, modify, create derivative works based on, translate, deface or reverse engineer the Lasso Platform;
   2. use the Lasso Platform to create or benefit any competing or illegal products or services;
   3. transfer, distribute or permit access to the Lasso Platform to anyone else;
   4. use the Lasso Platform to create or manage Partner Channel Programs for products or services that you do not offer;
   5. use the Lasso Platform for any unauthorized purpose(s) by you or your Permitted Users or
   6. use the Lasso Platform in any way that violates our Code of Conduct.
6. Suspension of Access; Scheduled Downtime and Service Levels. Lasso can, at any time and at our sole discretion, without limiting any of our other rights or remedies at law or in equity under this Agreement, suspend your access to or use of the Lasso Platform or any component thereof: (a) for scheduled maintenance; (b) due to a Force Majeure Event , (c) if you or any of your Permitted Users violates any provision of the Agreement, including, for greater certainty, any of the restrictions set out in Section 1.5 above; (d) to address any emergency security concerns; or (e) if required to do so by a governmental or regulatory authority or as a result of a change in applicable law.

Section 3 -  General Payment Terms

Certain features of the Service may require you to pay fees. All fees are in U.S. Dollars and are non-refundable.

1. Price. Lasso reserves the right to determine pricing for the Service. Lasso may change the fees for any feature of the Service, including additional fees or charges, on a going forward basis. Lasso, at its sole discretion, may make promotional offers with different features and different pricing to any of Lasso's customers. These promotional offers, unless made to you, will not apply to your offer or these Terms. If the pricing for the Subscription Fees your Subscription Service (as such terms are defined in Section 4.3 below) increases, we will notify you, and provide you an opportunity to change your Subscription Service before applying those changes to your account or charging your payment details in connection with an automatic renewal. The notification will inform you of how long you have to change your Subscription Service before the changes become effective.
2. Authorization. You authorize Lasso to charge all sums for the orders that you make and any level of Service you select as described in these Terms or published by Lasso, including all applicable taxes, to the payment method specified in your account. If you pay any fees with a credit card, Lasso may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase.
3. Subscription Service. The Service may include automatically recurring payments for periodic charges (“Subscription Service”). If you activate a Subscription Service, you authorize Lasso to periodically charge, on a going-forward basis and until cancellation of either the recurring payments or your account, all accrued sums on or before the payment due date for the accrued sums. The “Subscription Billing Date” is the date when you purchase your first subscription to the Service. For information on the “Subscription Fee”, please see https://lassotech.com/pricing/. The subscription fee may be set out in an order form and are due upon execution of the agreement. Your account will be charged automatically on the Subscription Billing Date all applicable fees and taxes for the next subscription period. The subscription will continue unless and until you cancel your subscription or we terminate it. You must cancel your subscription before it renews in order to avoid billing of the next periodic Subscription Fee to your account. We will bill the periodic Subscription Fee to the you provide to us during registration (or to a different payment method if you change your payment information). You may cancel the Subscription Service by initiating the cancellation process in your account or contacting us at support@heylasso.ai
4. Delinquent Accounts. Lasso may suspend or terminate access to the Service, including fee-based portions of the Service, for any account for which any amount is due but unpaid. In addition to the amount due for the Service, a delinquent account will be charged with fees or charges that are incidental to any chargeback or collection of any unpaid amount, including collection fees.
5. You agree to pay Lasso for all Commissions earned by Partners which we will collect from you and remit to Partners. We will let Partners know when such Commissions has been remitted to us by you and is ready for their withdrawal. If a Partner requests, we will send them the commission payments collected from you, however we will not send any Commissions to Partners until (i) we receive payment from you and (ii) a request is made by the Partner. You understand and agree that: (a) Lasso doesn't have to pay Commissions until it receives payment from you and a withdrawal request from the Partner; (b) Lasso isn't responsible for any late or wrong commission payments; and (c) any issues with commissions should be handled directly with the Partner, not with Lasso.

6. Your order form or agreement may include payout processing volume. Payout processing volume is the total amount of payouts to your partner commissions handled on your behalf by Lasso. You are responsible for paying a processing fee which is set in your order form or agreement. Lasso will charge this fee when it hits pre-set thresholds determined by Lasso, or at the end of your subscription billing cycle on the payment method on file.
7. Taxes - Each party is responsible for paying their own taxes, including sales, use, value added, or any other national, state, or local taxes on net income, capital, gross receipts or payments, and is responsible for complying with any required tax documentation or obligations. This also applies to customs duties and other similar fees.
8. Non-circumvention: All payments to Partners regarding Client Partner Programs must be processed through Lasso. You agree not to cut out Lasso by making payments outside of the Lasso Platform with Referred Partners. You also agree to pay all monthly fees for Commissions earned by those Referred Partners while you're using the Lasso Platform. This will be considered a material breach of this agreement.

Section 4 - Licenses

1. Limited License. Subject to your complete and ongoing compliance with these Terms, Lasso grants you, solely for your a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service.
2. License Restrictions. Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publicly display, or publicly perform the Service; (b) make modifications to the Service; or (c) interfere with or circumvent any feature of the Service, including any security or access control mechanism. If you are prohibited under applicable law from using the Service, you may not use it.
3. Feedback. If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Service (“Feedback”), then you hereby grant Lasso an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services.
4. Analytics.
   
   1. Lasso may collect and analyze data and other information relating to the provision, use and performance of various aspects of the Service and related systems and technologies (including, without limitation, information concerning User Content and data derived therefrom) (“Services Analytics Data”), and Lasso will be free (during and after the term hereof) to (i) use such information and data for any purpose, including to improve and enhance the Service and for other development, diagnostic and corrective purposes in connection with the Service and other Lasso offerings, (ii) conduct industry research and publish insights and reports, and (iii) disclose such data solely in aggregate or other de-identified form in connection with its business.
   2. Lasso may collect and analyze anonymized, de-identified information relating to your account and your customers (“Customer Analytics Data”), in order to improve its products and services and for other reasonable internal business purposes and aggregate such anonymized, de-identified information with anonymized, de-identified information of its other users for purposes of creating and distributing case studies industry reports and for conducting research and development efforts in connection with and improving its products and services; provided that, the information does not, and could not reasonably be used to, relate back to or identify you or your customers. You hereby grant us the right to: (i) add analytics plug-ins of our third party analytics service providers in your account to allow them to collect Customer Analytics Data on behalf of Lasso, and (ii) collect Customer Analytics Data as provided herein. You agree that your privacy policy will (a) clearly indicate that you use third party services providers, like and including, Lasso, in order to make your service available, and that such third party services providers will have access to and will use such customer information in order to improve the Service, and (b) clearly indicate that certain of your third party partners, like and including Lasso, will have access to and will use your customer information on an aggregate and anonymized basis, for industry analysis, demographic profiling, and other purposes.
   3. As between you and Lasso, you agree that Lasso owns all right, title and interest in and to the Services Analytics Data and Customer Analytics Data collected by or on behalf of Lasso.

Section 5 Ownership; Proprietary Rights

1. The Service is owned and operated by Lasso Technologies Inc, doing business as Lasso Technologies, Inc.. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service (“Materials”) provided by Lasso are protected by intellectual property and other laws. All Materials included in the Service are the property of Lasso or its third party licensors. Except as expressly authorized by Lasso, you may not make use of the Materials. Lasso reserves all rights to the Materials not granted expressly in these Terms.
2. Client Data - YOU WILL RETAIN OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS TO YOUR OWN DATA. DURING THE TERM OF THIS AGREEMENT, YOU GRANT LASSO THE RIGHT TO ACCESS, COLLECT, USE, PROCESS, STORE, DISCLOSE, SUBPROCESS AND TRANSMIT YOUR DATA FOR THE PURPOSE OF PROVIDING AND IMPROVING THE Lasso PLATFORM AND OUR OTHER OFFERINGS. ANY DATA THAT CAN’T BE ASSOCIATED WITH YOU OR YOUR CUSTOMERS MAY BE USED BY LASSO FOR SUPPORT SERVICES OR TO IMPROVE OUR SERVICES AND THE LASSO PLATFORM.
3. Lasso compiles and derives data from users of the Platform such as indicators and performance metrics, including usage patterns (“Usage Data”). All Usage Data is aggregated and anonymized and cannot be used to identify either Client or any specific user. Usage Data is not Client data and is not Personal Data.  Usage Data cannot be re-identified and will be considered Lasso data. All Usage Data is anonymized and de-identified as those terms are defined in GDPR and CCPA respectively
4. Privacy Policy - You agree to the terms of our Privacy Policy, which describes our privacy practices with respect to personal information collected by Lasso for purposes determined by us.

Section 6 - Third Party Terms

1. Third Party Services. Certain features and functionalities within the Service may allow you and your customers to interface or interact with, access, use, and/or disclose information to compatible third-party services, products, technology and content (collectively, “Third-Party Service”) through the Service. Lasso does not provide any aspect of the Third-Party Service and is not responsible for any compatibility issues, errors or bugs in the Service or Third-Party Service caused in whole or in part by the Third-Party Service or any update or upgrade thereto. You are solely responsible for maintaining the Third-Party Service and obtaining any associated licenses and consents necessary for you to use the Third-Party Service in connection with the Services.
2. Third Party Services and Linked Websites. Lasso may provide tools through the Service that enable you to export information to a Third Party Service. By using one of these tools, you agree that Lasso may transfer that information to the applicable Third Party Service. Third Party Service is not under Lasso's control, and, to the fullest extent permitted by law, Lasso is not responsible for any Third Party Service’s use of your exported information. The Service may also contain links to third party websites. Linked websites are not under Lasso's control, and Lasso is not responsible for their content.
3. Third Party Software. The Service may include or incorporate third party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (“Third Party Components”). Although the Service is provided to you subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict you from obtaining Third Party Components under the applicable third party licenses or to limit your use of Third Party Components under those third party licenses.

Section 7 - User Content

1. User Content General. Certain features of the Service may permit users to upload content to the Service, including messages, reviews, photos, video, images, folders, data, text, and other types of works (“User Content”) and to publish User Content on the Service. You may retain any copyright and other proprietary rights that you may lawfully hold in the User Content.
2. Limited License Grant to Lasso. By providing User Content to or via the Service, you grant Lasso a worldwide, non-exclusive, royalty-free, fully paid right and license (with the right to sublicense) to host, store, transfer, display, perform, reproduce, process, modify for the purpose of formatting for display, and distribute your User Content, in whole or in part, in any media formats and through any channels now known or hereafter developed.
3. Limited License Grant to Other Users. By providing User Content to or via the Service to other users of the Service, you grant those users a non-exclusive license to access and use that User Content as permitted by these Terms and the functionality of the Service.
4. User Content Representations and Warranties. Lasso disclaims any and all liability in connection with User Content. You are solely responsible for your User Content and the consequences of providing User Content via the Service. By providing User Content via the Service, you affirm, represent, and warrant that:you are the creator and owner of the User Content, or have the necessary licenses, rights, consents, and permissions to authorize Lasso and users of the Service to use and distribute your User Content as necessary to exercise the licenses granted by you in this Section, in the manner contemplated by Lasso, the Service, and these Terms;your User Content, and the use of your User Content as contemplated by these Terms, does not and will not: (i) infringe, violate, or misappropriate any third party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause Lasso to violate any law or regulation; and your User Content could not be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate.
5. User Content Disclaimer. We are under no obligation to edit or control User Content that you or other users post or publish, and will not be in any way responsible or liable for User Content. Lasso may, however, at any time and without prior notice, screen, remove, edit, or block any User Content that in our sole judgment violates these Terms or is otherwise objectionable. You understand that when using the Service you will be exposed to User Content from a variety of sources and acknowledge that User Content may be inaccurate, offensive, indecent, or objectionable. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against Lasso with respect to User Content. If notified by a user or content owner that User Content allegedly does not conform to these Terms, we may investigate the allegation and determine in our sole discretion whether to remove the User Content, which we reserve the right to do at any time and without notice. For clarity, Lasso does not permit copyright-infringing activities on the Service.
6. Monitoring Content. Lasso does not control and does not have any obligation to monitor: (a) User Content; (b) any content made available by third parties; or (c) the use of the Service by its users. You acknowledge and agree that Lasso reserves the right to, and may from time to time, monitor any and all information transmitted or received through the Service for operational and other purposes. If at any time Lasso chooses to monitor the content, Lasso still assumes no responsibility or liability for content or any loss or damage incurred as a result of the use of content. During monitoring, information may be examined, recorded, copied, and used in accordance with our Privacy Policy.

Section 8 - Communications

We may send you emails & SMS Communications concerning our products and services, as well as those of third parties. You may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself.

Section 9 - Prohibited Conduct

By Using this service, you agree not to:

1.  use the Service for any illegal purpose or in violation of any local, state, national, or international law;
2. violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third party intellectual property right;
3. interfere with security-related features of the Service, including by: (i) disabling or circumventing features that prevent or limit use or copying of any content; or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law;
4. interfere with the operation of the Service or any user’s enjoyment of the Service, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) making any unsolicited offer or advertisement to another user of the Service; (iii) collecting personal information about another user or third party without consent; or (iv) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service;
5. perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, accessing any other Service account without permission;
6.  sell or otherwise transfer the access granted under these Terms or any Materials or any right or ability to view, access, or use any Materials; or
7. attempt to do any of the acts described in this or assist or permit any person in engaging in any of the acts described in this section.
8. “frame”, “mirror” or otherwise incorporate the Platform or any part thereof on any commercial or non-commercial website;
9. access, monitor or copy any part of the Platform using any robot, spider, scraper or other automated means or any manual process;
10. violate the restrictions in any robot exclusion headers on the Platform or bypass or circumvent other measures employed to prevent or limit access to the Platform;
11. take any action that imposes, or may impose, an unreasonable or disproportionately large load on the Platform;
12. deep-link to any portion of the Platform for any purpose;
13. remove any watermarks, labels or other legal or proprietary notices within the Platform;
14. modify or attempt to modify the Platform, including any modification for the purpose of disguising or changing any indications of the ownership or source of the Platform;
15. use the Platform as part of any service for sharing, lending or multi-person use;
16. attempt to, assist, authorize or encourage others to circumvent, disable or defeat any of the security features or components, such as digital rights management software or encryption, that protect the Platform;
17. copy, reproduce, modify, distribute, transfer, sell, publish, broadcast, perform, transmit, publish, license or circulate in any form any part of the Platform;
18. create adaptations, translations, or derivative works based on the Platform, in whole or in part, or decompile, disassemble, reverse engineer or other exploit any part of the Platform;
19. use of access the Platform in a manner that violates the rights (including, but not limited to intellectual property rights) of any third party;
20. send unsolicited messages, spam, or phishing attempts to users or third parties;
21. engage in any activity or conduct of fraudulent nature that violates applicable local, state, federal, laws, regulations or conventions;
22. engage in harassment, bullying, stalking, or abusive behavior towards other users or individuals;
23. engage in any activity or conduct of a fraudulent or deceitful nature; or
24. upload to or transmit through the Platform any information, images, text, data, media or other content that is, in the sole judgment of Lasso, offensive, hateful, obscene, defamatory or that violates any laws.

Section 10 - Digital Millennium Copyright Act

1. DMCA Notification. We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. §512, as amended). If you have an intellectual property rights-related complaint about material posted on the Service, you may contact our Designated Agent at the following address:
   Lasso Technologies Inc.
   ATTN: Legal Department (Copyright Notification)
   21781 Ventura Blvd.
   Suite #10065
   Woodland Hills, CA 91364
   Email: copyright@lassotech.com
2. Any notice alleging that materials hosted by or distributed through the Service infringe intellectual property rights must include the following information:an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;a description of the copyrighted work or other intellectual property that you claim has been infringed;a description of the material that you claim is infringing and where it is located on the Service;your address, telephone number, and email address;a statement by you that you have a good faith belief that the use of the materials on the Service of which you are complaining is not authorized by the copyright owner, its agent, or the law; anda statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
3. Repeat Infringers. Lasso will promptly terminate the accounts of users that are determined by Lasso to be repeat infringers.

Section 11 - Indemnity

To the fullest extent permitted by law, you are responsible for your use of the Service, and you will defend and indemnify Lasso and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the “Lasso Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or connected with: (a) your unauthorized use of, or misuse of, the Service; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.

Section 12 - Disclaimers; No Warranties

THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. LASSO DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. LASSO DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND LASSO DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR LASSO ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE LASSO ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY OTHER SERVICE USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA, INCLUDING USER CONTENT.THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. LASSO DOES NOT DISCLAIM ANY WARRANTY OR OTHER RIGHT THAT LASSO IS PROHIBITED FROM DISCLAIMING UNDER APPLICABLE LAW.

Section 13 - Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE LASSO ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY LASSO ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE LASSO ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID TO LASSO FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO CLAIM; OR (B) $100.EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 18 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Section 14 - Dispute Resolution and Arbitration

In the event of any controversy or claim arising out of or relating to these Terms, or any breach thereof, such controversy or claim shall be determined and settled by confidential arbitration, conducted in English, held in Los Angeles Country, California, administered by the American Arbitration Association (“AAA”) before a sole arbitrator in accordance with the then-current AAA Commercial Arbitration Rules. The award rendered by the arbitrator shall be final and binding on the parties thereto, and judgment thereon may be entered in any court of competent jurisdiction. Nothing in this Section shall prevent either party from applying to a court of competent jurisdiction for equitable or injunctive relief.

Section 15 -  Miscellaneous

1. General Terms. These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and Lasso regarding your use of the Service. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word “including” means “including but not limited to”. If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.
2. Governing Law. These Terms are governed by the laws of the State of California without regard to conflict of law principles. You and Lasso submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Los Angeles, California for resolution of any lawsuit or court proceeding permitted under these Terms. We operate the Service from our offices in California, and we make no representation that Materials included in the Service are appropriate or available for use in other locations.
3. Privacy Policy. Please read the Lasso Privacy Policy carefully for information relating to our collection, use, storage, disclosure of your personal information. The Lasso Privacy Policy is incorporated by this reference into, and made a part of, these Terms. Additionally, if: (a) you are established in the European Economic Area (EEA); (b) you provide goods or services to customers in the EEA; or (c) you are otherwise subject to the requirements of the EU General Data Protection Regulation, Lasso's collection and use of personal information of any European residents is also subject to our Data Processing Addendum.
4. Additional Terms. Your use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that we may post on or link to from the Service (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.
5. Consent to Electronic Communications. By using the Service, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.
6. Contact Information. The Service is offered by Lasso Technologies Inc., located at 21781 Ventura Blvd, PMB 10065, Woodland Hills CA 91364. You may contact us by sending correspondence to that address or by emailing us at support@heylasso.ai.
7. Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.
8. No Support. We are under no obligation to provide support for the Service. In instances where we may offer support, the support will be subject to published policies. In addition, you are responsible for providing customer service (if any) to your customers. We will not provide any support or services to your customers unless we have a separate agreement with you obligating us to provide support or services.
9. International Use. The Service is hosted from the United States. We make no representation that the Service is appropriate or available for use outside of the United States. Access to the Service from countries or territories or by individuals where such access is illegal is prohibited.
10. Assignment You may not assign this Agreement to any third party without obtaining Lasso’s prior written consent. You may assign this Agreement in the event of a merger, acquisition, corporate reorganization, or sale of all or substantially all of your assets, provided that you provide Lasso with prompt written notice of the assignment and the assignee agrees in writing to assume all of your obligations under this Agreement. This Agreement will inure to the benefit of and be binding upon the parties, their permitted successors and permitted assignees.
11. Relationship of the Parties - In all matters relating to this Agreement, you and Lasso are independent contractors. Nothing in this Agreement creates any association, partnership, joint venture, or relationship of agency or employment between you and Lasso.
12. Publicity - Lasso may include you in any user or subscriber list and use your name, logo and trademarks for marketing and publicity on our website, in our marketing materials and press releases.
13. Excusable Delays - If Lasso experiences any delays in providing the Lasso Platform due to errors, defects, or other problems with the information, materials, or instructions given by you, we won't be responsible for performance of our obligations for the period of the delay. However, you will still be responsible for all applicable Fees incurred during that time.
14. Force Majeure - Other than when it comes to Client's payment responsibilities, neither of us will be held responsible if we can't meet our obligations under this Agreement because of something beyond our control, including fires, power outages, extreme weather, labour disputes or government interventions (a "Force Majeure Event") as long as the party unable to fulfill its obligations notifies the other party promptly and gets back on track as soon as possible. If a Force Majeure Event causes a delay that lasts for 90 days without a solution, either of us may terminate the Agreement without any penalties.
15. Survival - Your payment obligations in respect of any Fees or Commissions owing, and the following sections of this Agreement will still be in effect even after this Agreement terminates, along with any other provisions that need to continue by law or because of their nature: Section 3(Commissions, Fees and Taxes), Section 4.3 (Effect of Termination), Section 5 (Representations, Warranties and Covenants), Section 6 (Disclaimer), Section 7 (Confidentiality), Section 8 (Lasso’s Intellectual Property Rights), Section 9 (Indemnities), Section 10 (Liability), Section 11 (Dispute Resolution), and Section 12.9 (Governing Law).

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