Terms of Service, Privacy and Security

Last modified : July 20th, 2015

IMPORTANT: LOKAD provides SaaS (Software-as-a-Service) applications (hereafter referred to as the “Services”). Please read LOKAD’s TERMS OF SERVICE, PRIVACY and SECURITY (hereafter referred to as the “Agreement”) carefully before using any of LOKAD services.

This Agreement is a legally binding contract between you, as an individual, legal entity or company (hereafter referred to as the “Customer”), and LOKAD SAS. LOKAD Services are provided only on the condition that the Customer agrees to the terms and conditions in this Agreement. By accessing and using LOKAD Services in any way, the Customer agrees to be bound by all the terms contained in this Agreement.

Any new features that augment or enhance the current Services, including the release of new tools and resources, shall be subject to the Terms of Service. LOKAD may update and change any part or all of this Agreement. If we update or change this Agreement, we will post the updated version at www.lokad.com/terms. The updated Agreement will become effective on the next business day after being posted. When we change this Agreement, we will modify the “Last Modified” date above. Continued use of the Service after any such changes take place shall constitute the Customer’s consent to such changes. We encourage our Customers to review this Agreement periodically.

1. SERVICES

1.1 Inventory and pricing optimization Application. Description and Features.

Lokad provides a packaged solution meant for both inventory optimization and pricing optimization (formerly known as Salescast and Priceforge).

This web application (hereafter referred to as the “Application”) is a Software as a Service (SaaS) for inventory optimization that draws upon historical sales data.

For all users (with Express, Basic, Professional, Enterprise or Premier subscriptions), the Application comes with the following features:

  • classic forecasts and quantile forecasts
  • reorder points and reorder quantities
  • forecasting for bundles, kits and assemblies
  • Excel reports
  • TSV export
  • API for the run automation

The Application also serves for data visualization, as well as pricing optimization, and draws upon historical data to produce dashboards.

For all users (with Express, Basic, Professional, Enterprise or Premier subscriptions), the Application comes with the following features:

  • One sample dashboard (template) with most popular KPIs
  • Creation of customizable dashboards (designed with the programming language Envision) - containing KPIs, graphs and tables
  • Access to Envision’s programming interface
  • Unlimited number of projects

Along with these main features, the following elements are also provided:

  • Up to 100 GB of storage and 100 GB of monthly bandwidth with BigFiles (our built-in file hosting service based on Windows Azure). With the free Express plan, the storage and bandwidth are limited to 1GB.
  • Data synchronization with 1-click data imports (through the web application Sync) for the third party applications of our partners. Without being limited to, it includes: Brightpearl, Competera, Linnworks, Magento, NetSuite, Shopify, SkuVault, StitchLabs, TradeGecko, Unleashed Software and Vend.
  • Technical support - except for Express plan users. See details in the article “Customer Support” below

1.2 Subscriptions for the inventory and pricing optimization Application.

Lokad’s Application is accessible through different subscriptions: Express, Basic, Professional, Enterprise and Premier. The technical features of this Application (forecasting features, dashboard creation, API, etc.) are the same for all users. However, given the fact that small companies do not require the same level of computational power or support that large companies may require, certain limitations, based on the total revenue of the company, are applied to determine the level of subscription a Customer is to choose. If, for any category of subscription, the threshold in terms of revenue is exceeded, then the Customer is not entitled to use this given subscription and should opt for an upgrade.

The limitations are determined as follows:

  • Express - for tiny businesses: up to USD 450,000 of revenue (or 350,000€)
  • Basic - for small businesses: up to USD 1.5M of revenue (or 1M€)
  • Professional - for medium businesses: up to USD 4.5M of revenue (or 3M€)
  • Enterprise - for large businesses: up to USD 15M of revenue (or 10M€)
  • Premier - for very large businesses: more than USD 15M of revenue (or 10M€)

We trust our Customers to choose the right category of subscription for their business, and that is why we do not ask for any supporting documentation upon subscription; the choice of the subscription is left to the Customer. However, if need be, we reserve the right to ask in due course for a signed statement that the revenue of the Customer’s company does not exceed the threshold corresponding to the chosen category of subscription.

If the limitations are exceeded, the Customer will first receive a reminder asking him to contact one of Lokad’s account managers or to upgrade his subscription. Without any answer on the Customer’s part, Lokad will then proceed to lock the Customer’s account. The Customer’s data will not be erased immediately, and the account can easily be unlocked if the Customer wishes to upgrade his subscription within 90 days.

The Express Plan is free of charge and comes without a limitation in time. The Basic, Professional, Enterprise or Premier Plan come with different flat fees. Conditions of the fees and payments are detailed below.

1.3 Free trials for the inventory and pricing optimization Application.

The Customers can easily subscribe to any of our subscription plans. When subscribing, no credit card number is needed, only an email and company name.

The Express Plan is entirely free of charge and comes without a limitation in time (provided that the limitations in terms of revenue are respected).

For the Basic, Professional and Enterprise plans, the subscription gives access to a 30-day free trial of our packaged solution (without restriction of features). After 30 days, the Customer will receive a reminder concerning the end of the free trial and will be contacted by our account management team. If he wishes to keep using the Services, a request for payment will be sent. After payment, the Customer can keep using the account he used during the free trial, with its data, reports, dashboards and parameters already in place; he does not need to create a new account. Without payment, Lokad will then proceed to lock the account. The Customer’s data will not be erased immediately, and the account can easily be unlocked if the Customer wishes to subscribe within the next 90 days

1.4 General

Please note that the Services listed above require correct input data (e.g.: historical sales data, lead times, service level, etc.) in order to function properly. The data needs to be formatted by the Customer in accordance with the guidelines provided by LOKAD on its website.

LOKAD reserves the right to implement new versions and upgrades of the Services, including but not limited to modifications of the design, operational method, technical specifications, systems, and other functions, etc., at any time without prior notice. LOKAD reserves the right to provide some or all elements of the Services through the use of third party providers.

For Express Plan Customers (the Express Plan being free of charge), please note that the Services are provided “as is” and without warranty of any kind. For Express Plan Customers, LOKAD may suspend, limit or terminate the Services for any reason at any time without notice.

For the other levels of subscription (Basic to Premier), LOKAD guarantees a monthly availability of the Services of 98% (e.g. less than 15h of application downtime per month). See the article SLA for more details. In case the availability of the Services is lower in a given month, the Customer is entitled to seek a refund of up to 30% of the subscription fee for this given month. However, LOKAD shall be entitled to take measures that temporarily reduce the aforementioned service availability, provided it has informed the Customer at least 8 hours in advance.

The Customer acknowledges that the Customer’s access to the Internet cannot be guaranteed and, moreover, that LOKAD shall never be liable for deficiencies in the Customer’s own Internet connections and/or equipment.

2. CUSTOMER SUPPORT

2.1 Express Plan Customers

For Express Plan Customers, please note that, given the fact that the subscriptions are entirely free of charge, LOKAD generally cannot provide support of any kind. If any support is provided, it is done at LOKAD’s sole discretion.

2.2 Basic, Professional, Enterprise and Premier Customers

For Basic, Professional, Enterprise and Premier Customers, technical support for the Services is included in the Customer’s subscription flat fee. LOKAD provides customer support via e-mail and telephone regarding Customers’ enquiries in connection with their use of the Services. Such support is generally provided on weekdays during LOKAD’s ordinary office hours. LOKAD accepts support questions at contact@lokad.com or, via phone, at +1 (716) 989 6531 or +33 1 75 57 47 63. LOKAD aims to respond to the Customer’s questions within one business day but no guarantees on a specific response time are given.

The support included in the subscriptions is a purely technical support to ensure the smooth operation of the Service (e.g. troubleshooting, data synchronization issues with our partners, help in setting user accounts, etc.).

Support does not include answers to questions related to supply chain issues (e.g. help related to the setting of suitable service levels, choosing the correct KPIs, etc.) or pricing strategies; it does not include training (e.g. concerning the dashboards implementation and the programming language Envision) or consulting services (e.g. on general inventory optimization topics, statistics, etc.). For all such questions, we provide consulting through hourly services or managed solutions. See details below.

3. HOURLY SERVICES AND MANAGED SOLUTIONS

The Customer may subscribe to different elements in addition to the Services, either by choosing a consulting package of a certain number of hours with hourly services, or by going for an end-to-end solution with a dedicated account manager, with our managed solutions. These consulting services can include consulting on supply chain topics, tailored developments (i.e. dashboard programming), help in choosing the appropriate parameters or KPIs, training on LOKAD’s web applications, etc.

Such additional Services elements shall, starting with the date upon which the parties agree to their addition, be the subject of an Order Form, or a supplementary written agreement. Fees for these services are counted in addition to the fees the Customer pays for the Services. See article Fees and Payments.

Unless otherwise agreed upon, all LOKAD consulting is performed remotely. Hours purchased as part of a consulting package are non-refundable and expire no later than 180 days after purchase, unless otherwise specified in the Order Form or supplementary written agreement.

4. SLA

4.1 Availability

The Provider shall make the Services available 98% of the time, except as provided below. Availability will be calculated per month, as follows:

((total-nonexcluded-excluded)/(total-excluded))*100≥98%

Where:

  • Total means the total number of hours in the month,
  • Nonexcluded means downtime that is not excluded. The downtime count starts from the moment an email is sent by the Customer to the Provider to notify about a problem and stops when the Provider sends an email to notify the Customer that the problem has been fixed.
  • Excluded means any planned downtime, of which the Provider gives 8 or more hours prior notice by email or via a conspicuous on-screen message in the Services. The Provider will use commercially reasonable efforts to schedule all planned downtime during the hours from 10AM to 2PM on Tuesday (Paris Time), or
    • Any period of unavailability lasting less than 30 minutes,
    • Any unavailability caused by circumstances beyond the Provider’s reasonable control, including without limitation, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labor problems,
    • Any unavailability caused by failures, downtime or delays by an Internet service provider, or cloud computing provider, or denial of service attacks.

4.2 Response time limit

When the Services are available (that is, aside from the periods defined above under Excluded) the general response time limit for the Services is set at a maximum of two (2) hours. It represents, for instance, the time it can take for a calculation to end when a forecast run is triggered, for new dashboards to be produced… After that time, if the Services are not responsive, then they may be considered as down. Occasionally, when a larger calculation is needed (for instance for a special manipulation meant to improve the results of the Service), this time limit can be increased with the Customer’s agreement.

4.3 Remedies

Should LOKAD fail to make the Services available in any given month as set forth above, the Customer may receive a refund of 30% of the fees due for the applicable month (as defined in article 5 “Fees and Payments”). In no case shall the total refund for any month exceed 30% of the fees paid by the Customer for such a month. The remedy described in this paragraph shall be the sole remedy available to the Customer for breach of this SLA

4.4 Reporting, Claims and Notices

To claim a remedy, the Customer shall send LOKAD a notice, via email containing the following details: Downtime information with dates and time period for each instance of downtime during the relevant period.

  • An explanation of the claim, including any relevant calculations.
  • Claims may be made on a monthly basis only and must be submitted within 10 business days after the end of the applicable month, except where the Agreement should be terminated and the Services should be ended on a date other than the last day of a month, in which case any claim related to that subscription must be submitted within 10 business days after the end of the Services. \ All claims will be verified against LOKAD system records. Should LOKAD dispute any period of unavailability alleged by the Customer, LOKAD will provide to the Customer a record of Services unavailability for the applicable period. LOKAD will provide such records only in response to claims made by the Customer in good faith.

4.5 General

LOKAD shall have no obligations under this SLA during any period in which the Customer is in material breach of the Agreement, including any period in which the Customer has failed to meet his payment obligations thereunder.

5.FEES AND PAYMENTS

5.1 Fees and payments for the inventory and pricing optimization Application

Every category of subscription (except for the free Express Plan) comes with a monthly flat fee. There are no additional fees related to technical support, forecast consumption or computing power consumption. The only additional fees that can be charged are related to additional hourly services or managed solution options and must be the object of a separate Order Form.

The flat fees are set as follows:

  • Basic: USD 150/month (or 140€)
  • Professional: USD 450/month (or 420€)
  • Enterprise: USD 1350/month (or 1260€)
  • Premier: On quotation only

An invoice is created at the beginning of each month. This invoice is sent by email to the address specified by the Customer as his billing contact. This invoice is payable within 15 days.

In order to avoid monthly payments that causes unnecessary administrative friction, the Customer can also ask for an annual payment. The payment is made upfront, for the full year. In this case, a discount of 20% will be applied, as follows:

  • Basic: USD 1440/year (or 1152€)
  • Professional: USD 4320/year (or 3456€)
  • Enterprise: USD 12960/year (or 9600€)

5.2 Hourly Services and Managed Solutions

As specified above in the description of the Services, the Customer may subscribe to different elements in addition to the Application.

For the Hourly Services, several packages are available with the following prices:

  • Per hour: USD 300 (or 250€)
  • 6 hours package: USD 1620 (or 1350€)
  • 12 hours package: USD 2880 (or 2400€)

The Hourly Services are payable upfront. An invoice is created upon request from the Customer and sent by email to the address specified by the Customer as his billing contact. This invoice is payable within 30 days. Hours purchased are non-refundable and expire no later than 180 days after purchase.

The Managed Solutions are on quotation only since they are highly dependent on the Customer’s specific project and the level of customization and support required. The Managed Solutions must be the object of an Order Form or a supplementary written agreement detailing the fees and conditions.

5.3 General

Payment instructions shall be specified on LOKAD’s invoices. All amounts paid (including for upfront yearly payments) are non-refundable.

All quoted prices and fees do not take into account sales, value added and/or similar taxes, which LOKAD will charge or invoice as applicable, and the Customer agrees to pay any such taxes applicable to his use of the Service.

6. CONTRACT TERM AND RENEWAL. TERMINATION

This Agreement shall enter into force upon first use of one of the Services by the Customer and shall continue in effect, provided that the Customer pays the fees in accordance with clause 5 – Fees and Payments, and unless either party terminates this Agreement in accordance with the present clause.

This Agreement can be terminated by either party subject to written notice of termination as stated below, effective at the end of the month. Such notice of termination must be given at least one (1) day prior to the next billing period. No further notice period or cause is required for cancellation. However, the current month subscription fees and any unpaid fees, if any, are still due.

Termination will not relieve the Customer from any obligation to pay fees that remain unpaid. Upon termination of this Agreement or any part thereof in accordance with this Agreement, LOKAD will have no obligation to refund User any fees paid, if any.

Upon termination, LOKAD shall be entitled to delete and destroy all Content, reports and data stored in the Customer’s account within 30 days. Accordingly, it is the sole obligation of the Customer to ensure that he possesses the necessary back-up copies, etc. of the content that he desires to retain once the Subscription has been terminated.

7. PROPRIETARY RIGHTS

This is an Agreement for access to the Services, and the Customer is not granted a license to any software under this Agreement. The Services are based upon proprietary LOKAD technology and cover LOKAD Content. LOKAD shall own any and all intellectual property rights and technical solutions included in the Services or, alternatively, shall possess the sole right to use the same. Such intellectual property rights and technical solutions may only be used by the Customer in the manner stated in this Agreement. Under no circumstances shall the Customer or a third party acquire any intellectual property rights to the Services or to the software or technical solutions used in the Services, or to any trademark or any other copyrighted material belonging to or used by LOKAD. In the event of an agreed-upon case study or similar between the Customer and LOKAD, all intellectual property rights to the material produced, including but not limited to photos, quotes, interviews, videos, and testimonials, will belong to LOKAD and may be used by LOKAD at its sole discretion towards marketing its services.

All Content uploaded to, transferred through, publicly posted, processed or entered into the Services by the Customer and/or Users shall remain the sole property of the Customer or its respective legal owner. LOKAD shall have no liability for such Content.

LOKAD may monitor the use of the Services by all of its customers and use data related to such use in an aggregate and anonymous manner, including compiling statistical and performance information related to the provision and operation of the Services. The Customer agrees that LOKAD may use and publish such information, provided that such information does not incorporate any Customer Data and/or identify the Customer.

LOKAD will maintain appropriate administrative, physical, and technical safeguards for protecting of the security, confidentiality and integrity of Customer Data. The Customer consents to the processing of Customer Data in Windows Azure datacenters.

The Customer may not in any way modify, decompile, disassemble or reverse-engineer the Services. The LOKAD Content may not be copied, reproduced, modified, published, uploaded, posted, transmitted, performed, or distributed in any way, and the Customer agrees not to modify, rent, lease, loan, sell, distribute, transmit, broadcast, or create derivative works based upon the LOKAD Content or the Services, in whole or in part, by any means, except when expressly authorized in writing by LOKAD. LOKAD, BotDefender, BigFiles, Stockwatch, Phantomscan, Shelfcheck or other applications, the LOKAD logos, and other marks used from time to time by LOKAD are trademarks and the property of LOKAD. The appearance, layout, color scheme, and design of the lokad.com site belong to LOKAD. The Customer does not receive any right or license to use the aforementioned.

LOKAD may use and incorporate into the Services any suggestions or other feedback relating to the Services provided by Customer personnel, without payment or condition.

8. CONFIDENTIALITY

LOKAD undertakes not to disclose to any third party, or otherwise make available, any information received by LOKAD from the Customer or Users within the scope of the Agreement. This confidentiality obligation shall not apply to such information as LOKAD can demonstrate became known to LOKAD in a manner not pursuant to this Agreement or which is in the public domain. Nor shall confidentiality apply where a party is obligated to provide information pursuant to legal provisions, public authority regulations or court orders. Confidentiality shall remain in force notwithstanding the termination of the Agreement.

LOKAD uses analytics service providers to better understand usage patterns on its websites and to enable LOKAD to improve the design and usability of its products and services. These providers collect information on behalf of LOKAD using cookies and similar technologies. LOKAD does not engage in “tracking” users outside of its service and the Website, nor does LOKAD take any action when a browser sends Clover a DNT (do-not-track) signal.

9. PUBLICITY

The Customer grants LOKAD the right to add the Customer’s name and company logo to its customer list and website. Except for the aforementioned, neither party may use the other party’s name or logo without the other party’s prior written consent.

10. USE AND LIMITATIONS

The Customer’s access to the Services is conditional upon the Customer’s consent not to:

  • Use, or allow its Users to use the Services in violation of the terms of this Agreement;
  • Copy, modify, create a derivative work from, reverse-engineer or reverse-assemble the Services, or otherwise attempt to discover any source code, or allow any third party to do so;
  • Sell, assign, sub-license, distribute, commercially exploit, grant a security interest in or otherwise transfer any right in, or make available to a third party, the LOKAD Content or Services in any way;
  • Use the Services in any manner that damages, disables, overburdens, or impairs the LOKAD website or interferes with any other party’s use and enjoyment of the Services;
  • Attempt to gain unauthorized access to the Services;
  • Access the Services by any means other than through the interface that is provided by LOKAD for use in accessing the Services;
  • Use the Services for any purpose or in any manner that is unlawful, or prohibited by this Agreement, or not for legitimate business purpose. The Customer shall be responsible for the activities conducted by the Customer and the Users within the Services, and shall use the Services in compliance with applicable national laws. All Content uploaded to, transferred through, publicly posted, processed or entered into the Services by the - - Customer and/or Users shall be the sole responsibility of the Customer.

The Customer shall promptly notify LOKAD of any unauthorized use of its Users’ identifications and passwords or of the Customer’s account.

11. DISCLAIMERS; LIMITATIONS OF LIABILITY

LOKAD content may include inaccuracies or typographical errors. LOKAD’s Services may not be available at all times. LOKAD and its service providers, licensors and suppliers make no representations about the suitability, reliability, availability, timeliness, security or accuracy of the Services or the LOKAD content for any purpose. To the maximum extent permitted by applicable law, all such information, software, products, services and related graphics are provided “as is” without warranty or condition of any kind, unless otherwise specified in this Agreement. LOKAD and its service providers, licensors and suppliers hereby disclaim all warranties and conditions of any kind with regard to the Services and the LOKAD content, including all implied warranties or conditions of merchantability, fitness for a particular purpose, title and non-infringement. No statement or information, whether oral or written, obtained from LOKAD by any means or fashion shall create any warranty not expressly and explicitly set forth in this agreement.

To the maximum extent permitted by applicable law, in no event shall LOKAD and its service providers, licensors or suppliers be liable for any indirect, punitive, incidental, special, consequential, exemplary or other type of damages, including without limitation damages for cover or loss of use, data, revenue or profits, arising out of or in any way connected with the use or performance of the Services, with the delay or inability to use the Services, the provision of or failure to provide services, or for any LOKAD content, or otherwise arising out of the use of the Services, whether based on contract, tort, negligence, strict liability, the failure of any limited remedy to achieve its essential purpose, or otherwise, even if LOKAD or any of LOKAD’s suppliers has been advised of the possibility of damages. If, notwithstanding the other terms of this agreement, LOKAD is determined to have any liability to the Customer or any third party for any loss, harm or damage, the Customer agrees that the aggregate liability of LOKAD and its officers, directors, managers, employees, affiliates, agents, contractors, service providers, licensors or suppliers shall in all cases be limited to the total amounts actually paid by the Customer for the Services in the six-month period preceding the event giving rise to such claim.

LOKAD disclaims all liability with respect to third-party products used by the Customer. LOKAD also disclaims all liability with respect to any add-on, module, or custom code made by a third party or by the Customer himself, in order, for instance (but not limited to), to integrate or configure LOKAD services in any way into the Customer’s servers or system.

The Customer understands and agrees that the foregoing limitation of liability is an agree-upon allocation of risk and an essential part of this Agreement. The Customer understands and agrees that in the absence of the Customer’s agreement to this limitation of liability, LOKAD would not provide the Services to the Customer.

12. GENERAL

Applicable Law: To the maximum extent permitted by law, this Agreement shall be governed by, construed, and enforced in accordance with the laws of France, without regard to its conflicts of law rules, and both parties hereby consent to the exclusive jurisdiction and venue of courts in Paris, France, in all disputes arising out of or relating to the use of the Services. Use of the Services is unauthorized in any jurisdiction that does not give effect to all provisions of this Agreement, including, without limitation, this paragraph.

Force Majeure: Neither party shall be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancellation of any export or other license); or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effects of a force majeure event.

Actions Permitted: Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to the Agreement may be brought by either party more than one year after the cause of action has accrued.

Relationship of the Parties: LOKAD and the Customer agree that no joint venture, partnership, employment, or agency relationship exists between the Customer and LOKAD as a result of this Agreement or the Customer’s use of the Services.

Compliance with Laws: LOKAD will comply with all applicable French laws in its provision of the Services and its handling of Customer Data. LOKAD’s provision of the Services is subject to existing laws and legal processes, including LOKAD’s rights and obligations to cooperate and comply with governmental, court and law enforcement requests or requirements relating to the Customer’s use of the Services or information provided to or gathered by LOKAD with respect to such use. LOKAD reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request.

Severability: If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement shall continue in full force and effect.

Notices: Notice shall be sent to the contact address set forth here (as such may be changed by notice given to the other party), and shall be deemed delivered as of the date of actual receipt. To LOKAD, 70 rue Lemercier, 75017 Paris (France) or to contact@lokad.com. To the Customer: the Customer’s address as provided in LOKAD’s account information for the Customer. LOKAD may give electronic notices applicable to its Services customer base by means of a general notice via the Services and may give electronic notices specific to the Customer by email to the appropriate Customer e-mail addresses on record in LOKAD’s account information for the Customer. LOKAD may give telephonic notice to the Customer by calls to appropriate numbers on record in LOKAD’s account information for the Customer. The Customer shall ensure that all details provided regarding the Customer’s contact information and billing information are correct and undertakes to update such information when changes to such information occur.

Entire Agreement: Unless otherwise expressly stated herein, this Agreement, along with any LOKAD exhibit or addendum hereto, including any Order Form, constitutes the entire agreement between the Customer and LOKAD with respect to the Services and supersedes all prior or contemporaneous communications, proposals and agreements, whether electronic, oral or written, between Customer and LOKAD with respect to the subject of this Agreement. To the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any exhibit or addendum hereto or any Order Form, the terms of such exhibit, addendum or Order Form shall prevail. LOKAD objects to and rejects any additional or different terms proposed by the Customer, including those contained in Customer’s purchase order, acceptance form or website. LOKAD’s failure to object elsewhere to any provisions of any subsequent document, communication, or act of the Customer shall not be deemed a waiver of any of the terms hereof. The party’s obligations hereunder are neither contingent on the delivery of any future functionality or features of the Services nor dependent on any oral or written public comments made by LOKAD regarding future functionality or features of the Services.

Assignment: LOKAD may assign or transfer this agreement to any successor.

Headings: The headings of sections included in this Agreement are inserted for convenience only and are not intended to affect the meaning or interpretation of this Agreement.

Contract for Services: This Agreement is a contract for the provision of services and not a contract for the sale of goods.

Authority: Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.

Survival: The following sections shall survive the expiration or termination of this Agreement: Fees and Payments, Proprietary Rights, Confidentiality, Publicity, Indemnification, Disclaimers, Limitations of Liability, Termination, and General.

Language: It is the express wish of the parties that this Agreement and all related documents be drawn up in English. Any non-English versions of this Agreement are provided solely for accommodation purposes.