UPDATED: November 18th, 2024
Lobbie, Inc. ("Lobbie" or the “Company”) requires any Customer or user of its services (“Customer”), including any entity executing an Order Form as described below, and that references these terms, to accept and adhere to these terms and conditions (the “Agreement”). This Agreement governs the purchase and use of Lobbie’s services and is accepted by executing an Order Form that references this Agreement or by using or accessing Company’s services.
Lobbie, Inc. and the Customer agree as follows:
This Services Subscription Agreement is effective on the date executed by Lobbie on the Order Form or on the date of first use of any the Lobbie services by the Customer (“Effective Date”) and is by and between Lobbie and the Customer subject to modification which will be published on the Lobbie website at www.lobbie.com. If the Customer continues to use or receive the Lobbie Services following such modification of the terms of service, the updated Services Subscription Agreement will be deemed accepted by the Customer.
Service Availability. Lobbie has historically maintained a high service availability uptime percentage and shall use commercially reasonable efforts to continue to maintain that highest possible service uptime level. Service uptime averages exclude Scheduled Maintenance Windows. Lobbie will maintain a 99.0% uptime level in any given month for Lobbie services.
Response to Service Issues. Lobbie will respond to all support inquiries sent to support@Lobbie.com within 48 business hours. Lobbie will respond to all critical support inquiries to a defined phone number within 24 hours. An inquiry is defined as critical if the system is not available or is otherwise unusable, and this unavailability is not due to a network problem at the customer's site. In the event of a critical issue Lobbie will take all reasonable actions to resolve the issue as quickly as possible.
Customer’s Exclusive Remedies for Failure to Meet Service Levels. In the event Lobbie does not meet at least a 99.0% service level in any calendar month then upon written notice to Lobbie setting forth in detail the failure the Customer may deduct 10% from that month’s fee as the Customer's sole and exclusive remedy for any failure by Lobbie to maintain the Customer’s Site. If Lobbie does not maintain a 99.0% service level for two consecutive months, the Customer may cancel the remaining contract with no penalty.
Online Account Services. Lobbie shall initially set-up and then provide the Customer ongoing access, maintenance, and training services on a non-exclusive basis solely for the Customer’s business and subject to the terms and limitations as more fully described in the attached Exhibit (both of which are incorporated to be part of this Agreement) on Lobbie’s Server ("Customer's Site") which can be accessed through a site(s) designated by Lobbie.
Technical and Account Support. Lobbie shall provide Customer with email and/or telephone access to technical and account support from 7 AM to 6 PM Pacific time (10 AM to 9 PM EST) Monday through Friday except Lobbie Official Holidays (follow the US Federal Government standard).
Data Security. Lobbie uses the latest commercially available standards for Internet encryption technology. This technology currently offers the highest industry standards for encryption to insure user authentication, prevention of unauthorized communication with the application, and data verification and integrity. Lobbie makes no warranty beyond standard use.
Data Storage. Lobbie may store and backup Customer data that is uploaded to the Customer Site. All such customer data will remain the property of the Customer and shall be destroyed or returned to the Customer if requested at any termination of this agreement.
Other Services. Subject to availability, Lobbie shall make available depending on availability other services, including Training Services, Integration Services, Production Services, and Development Services to Customer on an hourly basis, which may be mutually agreed upon and scheduled by separate agreement and Order Form.
Service Orders. Services will be ordered by Customer pursuant to executed Order Forms (each, an “Order Form” describing the Services). Each Order Form will include the specific Services being ordered including professional services, RCM Services (as defined below) and the associated fees and any additional terms as applicable (herein referred to collectively as the “Service”). Each additional Order Form will be numbered sequentially (e.g. Order Form 1, 2, 3, etc.) and upon the Effective Date on any Order Form, each Order Form will be deemed an addendum hereto and will be subject to all of the terms and conditions herein. Any one of Customer’s subsidiaries or affiliates may also order services under this Agreement by entering an Order Form signed by such subsidiary or affiliate and Company and agreeing to be bound by the terms of this Agreement and such Order Form.
2.1. Rights for Use. Company hereby grants to Customer during the term of this Agreement a non-exclusive, non-transferrable (except as provided herein) right to access and use the Service which includes any written materials including user guides, templates, documentation and training materials provided by Company. Customer shall be responsible for each user’s use of the Service in accordance with the terms of this Agreement.
2.2. Accounts; Security. Access to or use of certain portions and features of the Service may require you to create an account. Customer states that all information provided by it is current, accurate, complete, and not misleading. The Customer further states that it will maintain and update all information provided by it to ensure accuracy on a prompt, timely basis. The Customer is entirely responsible for maintaining the confidentiality and security of its account(s), including the password. Accounts are not transferrable. Customer agrees to promptly notify Company if Customer becomes aware or suspects any unauthorized use of its accounts, including any unauthorized access or attempted access. Customer is responsible for all activities that occur under its account(s). Further, Customer is the primary account holder and is responsible for all charges made by additional users added to the accounts. A user license is required for each person utilizing the Customer’s master account, or other data generated through the use of the Service. Any sharing of such data or accounts to reduce the number of licenses required or sharing account information in any way is strictly prohibited.
2.3. Restrictions on Use. In accessing or using the Service, Customer will not: (a) resell, lease, encumber, sublicense, distribute, publish, transmit, transfer, assign or provide such access or use to any Third-Party in any medium whatsoever; (b) devise specifications from, reverse engineer, reverse compile, disassemble, or create derivative works based on the Service; (c) apply systems to extract or modify information in the Service using technology or method such as those commonly referred to as “web scraping,” “data scraping,” or “screen scraping”; (d) knowingly input or post through or to the Service any content that is illegal, threatening, harmful, lewd, offensive, or defamatory or that infringes the intellectual property rights, privacy rights or rights of publicity of others, (e) store data on the Service that is regulated by the PCI Data Standards (f) input or transmit through or to the Service any virus, worm, Trojan Horse, or other mechanism that could damage or impair the operation of the Service or grant unauthorized access thereto; (g) use or access the Service for purposes of monitoring the availability, performance or functionality of the Service or for any other benchmarking or competitive purposes; or (h) cause, assist, allow or permit any Third-Party (including an end-user) to do any of the foregoing; (i) use the Service to compete with Company in any way; or (j) permit any Third-Party to use or access the Service other than Customer’s direct employees, contractors who are acting on Customer’s behalf and Customer’s authorized users.
2.4. Audit. Company shall have the right to monitor Customer’s use of the Service to verify compliance with this Agreement by electronically monitoring Customer activity or by conducting an on-site audit either by Company or through its agent, upon reasonable notice and during normal business hours, not more than once per year. If monitoring or audit activities reveal the number of users is in excess of Customer’s paid licenses or that Customer is using the Service in excess of any license limitations as specified in any relevant Order Form, Customer will pay additional Fees due to Company based on the first date of Customer’s breach and Company reserves the right to increase the Fees under the Agreement to align with Client’s historical usage and then-current pricing of the appropriate license.
2.5. Maintenance. Customer agrees that Company may install software updates, error corrections, and software upgrades to the Service as Company deems necessary from time to time. All such updates, error corrections and upgrades will be considered part of the Service for purposes of this Agreement.
2.6. Applicable Laws. The Customer’s access to and use of the Service is subject to all applicable international, federal, state and local laws and regulations. The Customer may not use the Service or any information data or Customer Data (as defined below) in violation of or to violate any law, rule or regulation. Ensuring the Customer’s use of the Service is compliant with applicable laws is the responsibility of Customer. In addition to laws and regulations, Customer will comply with applicable Medicare and third-party payer rules and policies related to treatment, reimbursement and billing procedures. The Customer will be responsible for ensuring medical necessity and for accurately documenting medical services rendered and submitted for billing. Customer will immediately notify the Company of any errors in data submitted to Company that may affect Customer’s billings.
2.7. Suspension of Service. Company has the right to immediately suspend the Service (a) in order to prevent damage to or degradation of the Service or unauthorized or non-compliant use or (b) for operational reasons such as repair, maintenance, or improvement or because of any emergency, or (c) if, following notice from Company, Customer has failed to pay any amounts due and owing. In the case of (a) or (b) the Company will give Customer prior notice if reasonable and will ensure that the Service is restored as soon as possible after the event given rise to suspension has been resolved to Company’s reasonable satisfaction.
3.1 Customer shall pay Lobbie for the services as described herein and on the attached Exhibit, plus any applicable sales tax, use tax, or similar taxes within thirty (30) days of Customer’s receipt of an invoice for such Fees from the Effective Date through to the end of the Term unless payments are made automatically then the below terms shall apply. All invoices shall be paid in full and in U.S. Dollars. Late payment balances shall accrue interest, from the date due until the date paid, at a rate equal to the lesser of: (a) one and a half percent (1.5%) per month; or (b) the maximum rate permitted under applicable law. Lobbie reserves the right to discontinue support for any accounts with any amounts more than 30 days past due and reserves the right to shut down and remove any Customer Site(s) and associated data for accounts with any past due amounts beyond 60 days late.
3.2. Payment. Fees are set forth in the applicable Order Form (“Fees”). Upon execution of any Order Form that includes professional services, Company will invoice Customer for any such professional service Fees as of the Order Form’s Effective Date, and Company will not perform any professional services until Fees related to those professional services are paid in full. Any usage Fees, as set forth in an applicable Service Order, will be billed monthly and in arrears. Fees owed by Customer to the Company will be automatically debited from the bank account or other electronic payment method for which Customer has provided applicable account information and the Customer hereby authorizes Company to perform all such debits. The Company will send invoices to the contact(s) provided in an Order Form. Unless otherwise set forth in the applicable Order Form, Fees are due and payable by Customer within 10 days of receipt of the invoice for such Fees. An administrative late charge of $35.00 per invoice per month will be charged for any electronic transaction that is declined, any returned check or any invoice more than 60 days past due. Additionally, undisputed amounts that are past due will be subject to a monthly charge of 1.5% per month or the maximum rate permitted by law, whichever is less. Customer waives the right to contest billing discrepancies that are not reported within two billing cycles. The Customer agrees to pay all reasonable costs of collection in the event any amount is not paid when due. Company, upon notice to Customer, which notice may be in the form of an invoice, will have the right to change Fees effective any time, which right will include without limitation the right to charge a Fee for new features or functions of the Service or for features or functions that have previously been offered at no charge. Unless otherwise noted in the Order Form, all Fees are payable in United States Dollars, and non-refundable.
3.3. Automatic Payment Terms. Customer authorizes Company to charge the credit card information provided, or debit the bank account information provided, as applicable, beginning as of the Effective Date and monthly thereafter, for all applicable fees due as defined in the Agreement. The Customer understands that this authorization will remain in effect until it is canceled in writing and agrees to notify Company in writing of any changes in Customer’s account information or termination of this authorization at least 15 days prior to the next billing date. If the payment date falls on a weekend or holiday, Customer understands that payments may be executed on the next business day. For ACH debits to a checking/savings account, Customer understands that because these are electronic transactions, these funds may be withdrawn from Customer’s account as of the payment date, and that it will have limited time to report and dispute errors. In the case the ACH transaction is returned for Non Sufficient Funds (“NSF”) Customer understands that Company may at its discretion attempt to process the charge again within 30 days, and agrees to an additional charge for each attempt returned NSF, which will be initiated as a separate transaction from the authorized payment. Customer has certified that the business bank account information provided is enabled for ACH transactions, and agrees to reimburse Company for all penalties and fees incurred as a result of Customer’s bank rejecting ACH debits or credits as a result of the account not being properly configured for ACH transactions. Both parties agree to be bound by NACHA Operating Rules as they pertain to these transactions. Customer acknowledges that the origination of ACH transactions to its account must comply with the provisions of U.S. law. Customer agrees not to dispute these scheduled transactions with its bank or credit card company provided the transactions correspond to the terms indicated in this Agreement.
3.4. Upgrades and Downgrades. An upgrade or downgrade (if applicable) of Customer’s Services will not result in a pro-rated refund due to client this includes, but is not limited to, any Customer requests to remove user licenses from the account during any then-current term. Upgrades are effective immediately, Company will charge Customer any associated Fee increases as of the date the upgraded features are made available to Customer.
3.5. Taxes. Company Fees do not include any local, state, federal or foreign taxes, levies or duties of any nature, including value-added, sales, use or withholding taxes (“Taxes”). Customer is responsible for paying all Taxes for which Customer is responsible under this Section. Company may invoice taxes to Customer as required by local law, and Customer will pay such taxes, unless Customer provides Company with a valid tax exemption certificate authorized by the appropriate taxing authority.
3.6. Travel Expenses. If the Customer and Company mutually determine that travel is required in relation to Company’s provision of the Services, any such travel expenses including reasonable transportation, lodging and meals expenses incurred are subject to Customer’s prior written approval. In the event that the Customer cancels or reschedules any travel that has already been approved by Customer, Customer will pay to Company any cancellation and change Fees related to such travel, as applicable.
4.1. Term. This Agreement will be effective as of the effective date listed in the initial Order Form (the “Effective Date”) and remain in effect until the later of the date set forth on the Exhibit or until: (a) all executed Order Forms have expired or been terminated or (b) terminated by either party as permitted by this Agreement. Unless otherwise stated in the Order Form or the Exhibit, the initial term will be for thirty-six months, thereafter, the Order Form will automatically renew for successive periods equal to the initial term, unless cancelled by either party in accordance with this Agreement (the “Term”).
4.2. Termination. Either party may terminate this Agreement by providing 30 days’ written notice prior to the end of the then current Term in the Order Form. Either party may terminate this Agreement immediately for a breach by the other party of any of its material terms, if the breaching party has failed to cure such breach (if curable) within 30 days of receipt of written notice from the non-breaching party describing the breach. Either party may terminate this Agreement without notice if the other party becomes insolvent, makes or has made an assignment for the benefit of creditors, is the subject of proceedings in voluntary or involuntary bankruptcy instituted on behalf of or against such party (except for involuntary bankruptcies which are dismissed within 60 days), or has a receiver or trustee appointed for substantially all of its property. An account must be PAID in FULL before the Contract can be canceled.
4.3. Effects of Termination. Upon the expiration or termination of this Agreement for any reason, (a) Customer will immediately cease using the Service, (b) Customer Content may be retained for 30 days and then destroyed, destroyed data cannot be recovered and Company will have no liability to Customer for such destruction; (c) upon request, each party will return or destroy all Confidential Information of the other party, provided, that each party may retain one copy of the Confidential information of the other party as necessary to comply with applicable law or its records retention or archival policies or practices (and such retained Confidential Information will remain subject the non-disclosure obligations in this Agreement); and (d) any unpaid, undisputed amounts due through termination will become immediately due and payable.
4.4. Termination for Customer Breach and Effects. In the event the Fees owed by Customer to Company are past due by more than 90 days or if Company terminates the Agreement due to Customer’s un-cured material breach of the Agreement, Company will have the option to terminate the Agreement, effective immediately, upon written notice to Customer. Upon Company’s termination under this Section 8.4, Customer will be immediately responsible to pay a “Final Payment” which is calculated as the greater of: (a) monthly Fees contained in any then current Order Form(s) multiplied by the number of months remaining in the then current Term; or (b) the average Fees charged to Customer over the prior 3 invoices multiplied by the number of months remaining in the then current Term. The parties further agree that this Final Payment does not constitute a penalty and that this Final Payment is a reasonable estimate in light of the anticipated harm caused by Customer non-payment or material breach of this Agreement.
4.5. Survival. Any provisions of this Agreement that expressly, or by implication, are intended to survive its termination or expiration including but not limited to sections 2.3, 7, 8, 21 and 23 will survive and continue to bind the parties, including without limitation provisions relating to confidentiality, representations and warranties, indemnification, limitations on liability, intellectual property, and Customer’s payment obligations under this Agreement.
5.1 It is the Customer’s responsibility to insure any use of the Lobbie website, services, products, applications, functionality, content or data created, supplied or used by Lobbie, the Customer or Third-Party products and applications, including the use of any Lobbie derived material created or downloaded from or obtained or derived in whole or in part from Lobbie which is used in any form or made available online or off-line, is accurate and in compliance with Customer’s regulatory, legal or business requirements. Customer agrees any use of Lobbie website, services or data in their business means they have verified accuracy and such use is in compliance with Customer’s regulatory, legal, clinical or business requirements. Use of the site by the Customer is limited to Customer’s pre-registered employees or pre-approved contractors or agents. Customer may offer the use of the software to its Third-Party outside service vendors ("Service Providers") for use by the Customer’s Service Providers in the normal course of business in providing services under a written agreement with Customer. Customer will not permit any use of the system for purposes of decompiling, copying, or for obtaining programming or other data for purposes of competing or assisting others to compete with Lobbie. Customer may offer the service to its outside Third-Party service vendors (“Third-Party Vendors”) for use under the conditions that (i) Third-Party Vendors sign an NDA that directly or indirectly protects Lobbie; (ii) services are provided under a written agreement between Customer and Third-Party Vendor; and (iii) Customer notifies Lobbie and pays any incremental fees resulting from increased use of on behalf of Third-Party Vendor.
6.1 Except as otherwise agreed by Company in writing or subject to the Company’s API Development Terms and Conditions, Customer is prohibited from linking to the Service, framing of all or any portion of the Service, and the extraction of data from the Service. The Company reserves the right to disable any unauthorized links or frames. The Company will not be responsible and expressly disclaims any liability for any Third-Party services that Customer may use or connect to through the Service, including any responsibility for the availability of such third-party services. If Customer activates any APIs or links to enable data sharing through the Service with any Third Parties or directs Company to do so on its behalf, Customer thereby authorizes Company to send and receive Customer Content with any such activated service and represents and warrants to Company that Customer has all appropriate right and title to grant such authorization. The Customer will be solely responsible for any third-party fees related to the third-party services and compliance with any applicable Third-Party service terms and agrees to pay the Company for any such third-party fees due which are billed by the Company as part of the Service interface.
6.2 When using Lobbie Services or any Third-Party services or software used by, or connected to Lobbie, the Customer must comply with all applicable laws, rules, ordinances, and regulations, including, without limitation, United States federal and state privacy and personal information laws, customer records laws (e.g., California Civil Code § 1798.80 et seq.), data security and protection laws, intellectual property laws, export control laws, health and medical laws (e.g., HIPAA), and tax laws. You must also comply with all applicable contracts and standards, including, without limitation, The Payment Card Industry Data Security Standard (PCI DSS) as it is updated, revised, and/or amended by The Payment Card Industry Security Standards Council (PCI SSC) from time to time, including, without limitation, as to the non-storage of Card Verification Values/Codes (CVV). You must also comply with the Lobbie website Terms and Conditions, as they may be amended from time to time, and the policies and processes explained herein, as well as our Privacy Policy. These Terms affect your legal rights, responsibilities and obligations and govern your use of the Service, are legally binding, and limit Lobbie’s liability to you and require you to indemnify us and to settle certain disputes through mediation. If you do not wish to be bound by these Terms, do not use the Service.
7.1 Customer Data: All Confidential Information (defined below) provided by Customer shall remain the property of Customer. All Confidential Information of the Company shall remain the property of the Company. the Company will either destroy or return such confidential data at the end of the agreement any information received as part of providing the Services. The Company is granted a license to use the data Customer supplies for the purposes of this Agreement. The Company shall be entitled to use any data without identifying information provided by the Customer in the aggregate for benchmarking, metrics, machine learning or other aggregate purposes. Such data may be incorporated into compiled public data by the Company so long as the Company does not disclose any Confidential Information provided by the Customer to any Third-Party.
7.2. Confidential Information. “Confidential Information” means any information disclosed by one party to the other whether orally or in writing that is designated as confidential or that reasonably should be understood by the receiving party to be confidential, notwithstanding the failure of the disclosing party to designate it as such. Confidential Information may include information that is proprietary to a Third-Party and is disclosed by one party to another pursuant to this Agreement. The Service, all features and functions thereof and related pricing and product plans will be the Confidential Information of Company.
7.3. Non-Disclosure. Each party agrees to maintain the confidentiality of the other party’s Confidential Information with the same security and measures it uses to protect its own Confidential Information of a similar nature (but in no event less than reasonable security and measures) and not to use such Confidential Information except as necessary to perform its obligations or exercise its rights under this Agreement. The receiving party may disclose Confidential Information of the disclosing party to those employees, officers, directors, agents, affiliates, consultants, users, and suppliers who need to know such Confidential Information for the purpose of carrying out the activities contemplated by this Agreement and who have agreed to confidentiality provisions that are no less restrictive than the requirements herein. Such party will be responsible for any improper use or disclosure of the disclosing party’s Confidential Information by any such parties. Except as expressly permitted by this Section, the receiving party will not disclose or facilitate the disclosure of Confidential Information of the disclosing party to any Third-Party. The restrictions in this Section shall continue until such time as the information is covered by an exclusion set forth below.
7.4 Exclusions. The receiving party will have no obligation under this Section with respect to information provided by the disclosing party that: (a) is or becomes generally available to the public other than as a result of a breach of this Agreement by the receiving party, (b) is or becomes available to the receiving party from a source other than the disclosing party, provided that such source is not known to the receiving party to be bound by an obligation of confidentiality to the disclosing party with respect to such information, (c) was in the receiving party’s possession prior to disclosure by the disclosing party, or (d) is independently developed by the receiving party without reference to the Confidential Information. Further either party may disclose Confidential Information (i) as required by any court or other governmental body or as otherwise required by law, or (ii) as necessary for the enforcement of this Agreement or its rights hereunder.
8.1. Data Licenses. As between the Company and Customer, all title and intellectual property rights in and to all electronic data or information submitted to and stored in the Service that is owned by Customer (“Customer Content”) is owned by Customer. Customer acknowledges and agrees that in connection with the provision of the Services, Company may store and maintain Customer Content for a period of time consistent with Company’s standard business processes for the Service. Following expiration or termination of the Agreement or a Customer account, if applicable, Company may deactivate the applicable Customer account(s) and delete any data therein. Customer grants Company the right to host, use, process, display and transmit Customer Content to provide the Services pursuant to and in accordance with this Agreement, the Business Associate Agreement attached as an Exhibit hereto and the applicable Order Form. Customer has sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of Customer Content, and for obtaining all rights related to Customer Content required by Company to perform the Services. The Service does not replace the need for Customer to maintain regular backups or redundant data archives. The Company has no obligation or liability for any loss, alteration, destruction, damage, corruption, or recovery of Customer Content.
8.2. Data Import. Customer will provide data to be imported into the Service in an acceptable format as specified by the Company, and the Customer will provide to the Company any such data in a timely manner and no later than 30 days after the Effective Date or any relevant Order Form. The Company will not be able to import data or provide Services if files are improperly formatted, corrupt, incompatible, or contain errors or malicious code.
8.3. Data Export. As specified in any relevant Order Form between the parties, if Customer requests Company to provide professional services for the export of any Customer Content, Company will provide to Customer the applicable Customer Content export file via Company’s designated secure delivery method as feasible. Customer agrees that any such Customer Content export files are provided by Company as-is and that Company is not responsible for any errors or omissions in the export file or for any corruption of the Customer Content that may occur.
8.4. American Medical Association Content. As part of the Services, Company may provide Customer use of certain licensed content (“Licensed Content”) from the American Medical Association (“AMA”). Such Licensed Content is made available to Customer subject to the AMA End User Agreement attached as an Exhibit hereto. Customer understands that these terms and conditions are subject to change from time to time and agrees to cooperate in the execution of an amendment to this Agreement to update Exhibit B as may be required by the AMA.
8.5. Aggregated Data. Customer agrees that, subject to Company’s confidentiality obligations in this Agreement, Company may (a) capture data regarding the use of the Service by Customer and its end users, (b) collect metrics and data included in the Customer Content, and (c) aggregate and analyze any metrics and data collected pursuant to subsections (a) and/or (b) of this sentence (collectively, the “Aggregated Data”). Customer agrees that Company may use, reproduce, distribute and prepare derivative works from the Customer Content, solely as incorporated into Aggregated Data, provided that under no circumstances will Company use the Aggregated Data in a way that identifies Customer or its users as the source of the data or in violation of applicable law.
8.6 Customer use of Lobbie Site: Customer is granted a nontransferable license to use the Site as described in this Agreement for the purpose intended, including the use of the Company trademark, the Lobbie.com web address, and Lobbie's proprietary information for the purpose described in this Agreement. This license is non-assignable and does not grant rights to Third Parties to view the Lobbie web site material for purposes other than in connection with Customer’s actual use of the web site. Granting access to Third Parties for competitive purposes is strictly prohibited and will result in damages to Lobbie for which Lobbie will prosecute the Customer and any Third-Party to recover its damages. The Company shall remain the sole and exclusive owner of all features and functionality of the Lobbie Services and all technology used to provide them and all intellectual property contained therein, including modifications and derivative works, regardless of whether created at the request of Customer. No such works shall be considered "works for hire" for the purposes of any copyright act, patent or similar law. Customer shall not disclose any confidential nonpublic information provided by the Company to any Third-Party. Customer shall not for a period of one year from the end of the Term, or any extension thereto, create, or contribute to the creation of any system which replicates the functionality of the Lobbie website, products, or other services provided under this Agreement. If there is any conflict between the terms of this Agreement and any other agreement between the Customer and Lobbie then the Customer agrees the terms of this Agreement shall control for all purposes.
9.1 Customer hereby consents to Company identifying Customer as a customer by name and logo in Company’s promotional materials, subject to Customer’s right to revoke such consent in writing at any time. Upon such revocation, Company will have 30 days to process Customer’s request.
10.1 DISCLAIMER: LOBBIE PROVIDES ALL SERVICES ON AN “AS IS” AND “AS-AVAILABLE” BASIS AND LOBBIE OFFERS NO WARRANTY THAT THE CUSTOMER’S SITE OR SERVICES TO BE PROVIDED BY LOBBIE WILL BE UNINTERRUPTED OR ERROR FREE. LOBBIE DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE CUSTOMER’S SITE AND SERVICES UNDER THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR TITLE AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.
10.2 LIMITATION OF LIABILITY: IN NO EVENT WILL COMPANY OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OF ANY KIND OR NATURE ARISING OUT OF THIS AGREEMENT OR THE SERVICE, INCLUDING WITHOUT LIMITATION, ANY COST TO COVER PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES (WHICH THE PARTIES AGREE WILL NOT BE CONSIDERED DIRECT DAMAGES), OR ANY LOSS OF REVENUE, PROFITS, SALES, DATA, DATA USE, GOOD WILL, OR REPUTATION. COMPANY’S MAXIMUM LIABILITY ARISING OUT OF OR RELATED TO THE SERVICE OR THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT OF FEES CUSTOMER HAS PAID TO COMPANY IN THE 3 MONTH(S) PRIOR TO THE EVENT(S) GIVING RISE TO SUCH LIABILITY. THE LIMITATIONS SET FORTH IN THIS SECTION APPLY REGARDLESS OF THE LEGAL THEORY ON WHICH A CLAIM IS BROUGHT, EVEN IF COMPANY HAS BEEN NOTIFIED OF THE POSSIBILITY OF DAMAGE OR IF SUCH DAMAGE COULD HAVE BEEN REASONABLY FORESEEN AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY EXCLUSIVE REMEDY PROVIDED IN THIS AGREEMENT.
10.3 NO WARRANTY. THE COMPANY DOES NOT WARRANT THAT THE SERVICE WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, THAT COMPANY WILL CORRECT ALL ERRORS OR THAT THE SERVICE WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS. COMPANY IS NOT RESPONSIBLE FOR ANY ISSUES RELATED TO THE PERFORMANCE, OPERATIONS OR SECURITY OF THE SERVICE THAT ARISE FROM CUSTOMER CONTENT OR THIRD-PARTY APPLICATIONS OR SERVICES PROVIDED BY THIRD PARTIES. COMPANY EXPRESSLY DISCLAIMS (TO THE GREATEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW) ALL OTHER WARRANTIES EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE.
11.1 Customer agrees to defend and indemnify Company and its affiliates from and against any legal action, demand, suit, or proceeding brought against Company or its affiliates by a Third-Party arising out of or related to the Customer Content or Customer’s use of the Service.
12.1 The Service is not for the purpose of providing medical information or advice and the Customer shall not interpret or rely on any information provided by or through the Services for professional medical advice, diagnosis or treatment.
13.1 Customer may not assign or transfer this Agreement or any of its rights or obligations hereunder in whole or in part without the prior written consent of Company. Subject to the foregoing, this Agreement will inure to the benefit of, be binding upon, and be enforceable against, each of the parties hereto and their respective successors and assigns.
14.1 This Agreement is being entered into for the sole benefit of the parties hereto, and nothing herein, express or implied, is intended to or will confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever.
15.1 No legal proceedings, regardless of form, arising under or relating to this Agreement may be brought by Customer more than six months after it first have actual knowledge of the facts giving rise to the cause of action. Customer waives an application or any statute of limitation which provides for a longer period of time.
16.1 Customer must comply with United States, foreign and international laws and regulations, including without limitation, the United States Export Administration Regulations and the United States Office of Foreign Asset Control regulations, and other anti-boycott and import regulations. Such export laws govern use of the Service including technical data and any Service deliverables provided under this Agreement and Customer agrees to comply with all such laws and regulations (including “deemed export” and “deemed re-export” regulations). The Customer is responsible for ensuring that no data, information, software programs and/or materials resulting from the Service (or direct product thereof) will be exported directly or indirectly in violation of these laws. Customer will indemnify the Company for any violation by Customer of any applicable export controls or economic sanctions laws and regulations.
17.1 Any notice required under this Agreement will be provided to the other party in writing. If Customer wishes to provide notice to Company, Customer will send notice via email to: contracts@lobbie.com. The Company will send notices to one or more contact(s) on file for Customer. Notices from the Company may be provided within the Service.
18.1 The Software, Hardware, and Documentation, and any modifications or derivative works thereof, and all IP Rights therein, are and at all times shall remain the sole and exclusive property of Lobbie or its licensors. Lobbie and its licensors reserve all rights, title and interest in and to the Software, Hardware and Documentation. Nothing in this Agreement will be deemed to grant, by implication, estoppel or otherwise, a license under any of Lobbie’s existing or future patents if, during the Term, any new software code is developed by either Party, or any Third-Party under the direction of either Party, in connection with the integration of the Lobbie software with Customer’s computer systems (“Integration Code”), then upon its creation: (i) such Integration Code shall be deemed to be Software as defined herein, and shall be owned by Lobbie as set forth herein; and (ii) Customer shall be licensed to use such Integration Code to the same extent and subject to the same terms and conditions as Customer is licensed to use the Lobbie software hereunder.
19.1. Feedback. Customer agrees that advice, feedback, criticism, insights regarding clinical workflows, templates developed by Customer stored within Service or comments provided to Company related to the Service (“Feedback”) are given to Company and may be used by Company freely and without restriction and will not enable Customer to claim any interest, ownership or royalty in Company’s intellectual property. Customer hereby irrevocably assigns to Company their entire right, title and interest in and to the Feedback without restriction and understand that any use of such Feedback by the Company or incorporation of features into any software or services of the Company shall be the exclusive property of the Company.
20.1 Revenue cycle management services means billing patients and third-party payers (“TPPs”) by Company for medical services generated by Customer and furnishing monthly summaries of accounts (“RCM Services”). If Customer orders RCM Services pursuant to any Order Form, the terms of the Revenue Cycle Management Services Addendum attached hereto as Exhibit C will apply.
20.2 Quest Diagnostics has developed a web service based platform for the delivery and receipt of clinical laboratory orders, results, and other value added services (the “DEX Service”). Customer may access the Quest Diagnostics through an application interface as part of the Services to enable the Customer to receive laboratory results from Quest Diagnostics, and to order laboratory tests from Quest Diagnostics. The Company does not represent that Quest Diagnostics will reimburse Customer for any fees or costs with respect to the use of the interfaces provided by the Company or the use of the DEXService as part of the Company’s Services to the Customer.
You must accept these Terms in order to use the Third-Party electronic prescribing applications from D.A.W. SYSTEMS, INC. Through your acceptance, you agree to sign up for an account, securely share your name and other identifying information as well as patient demographic and patient clinical information to the electronic prescribing application and agree to be bound by the terms of the Terms of Use agreement found here:
http://www.dawsystems.com/pdf/erxcloudterms.pdf.
This agreement is subordinate in all respects to our terms and conditions of our agreement with the Third-Party electronic prescribing application vendor.
21.1 MHR Limitation. The electronic prescribing application includes the ability to access drug history download information, also referred to as the Medical History for Reconciliation (MHR) report. This report contains medication history for the selected patient and can be accessed after end user receives consent from the patient. It is end user’s responsibility to obtain the patient's consent prior to accessing the MHR. By default, the MHR may be accessed in ambulatory end user settings only. In the event end user would like to utilize the MHR in a long-term care (LTC), in-patient, hospital or emergency room setting, end user must execute a separate license agreement and pay fees for such use. The MHR is not a complete list of all medications for patients and IT MAY CONTAIN ERRORS or OMISSIONS. It is the responsibility of any treating physician or other health care provider or facility to verify prescription medication history information with each patient and/or the patient’s representatives or through other means before such information is relied upon or utilized in diagnosing or treating the patient. By using the MHR data, you agree you understand the limitations of the MHR data and shall release and holds harmless the application developer from any liability, cause of action, or claim related to the completeness or lack thereof of the medication history information. These limitations also apply to any prescription benefit information provided.
21.2 BAA Requirement. All Customers or Covered Entities engaged in medical services regulated by the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) will be additionally bound by the terms and conditions of the Business Associate Agreement which is made a part of this Agreement through incorporation by reference and set out at the end of this Agreement. As it relates to electronic prescribing, our agreement with our electronic prescribing application vendor will function as the underlying agreement between for purposes of compliance with HIPAA and any BAA or subcontractor BAA applicable to the Covered Entity.
21.3 EPCS. In the event you want to electronically prescribe controlled substances, all users of the electronic prescribing application must comply with the state rules and regulations for EPCS and the DEA’s EPCS rules contained in 21 CFR § 1300, 1304, 1306, and 1311.
In the event of a violation, breach of HIPAA, fraud or other action by and end user, the electronic prescribing vendor can suspend or terminate access to the electronic prescribing services, functions, features and application.
21.4 Audit by electronic prescribing vendor and network: By using the electronic prescribing products and services, you are agreeing to allow electronic prescribing vendor and network to access, inspect, and audit your records relating to the use of the electronic prescribing vendor and network and data associated, including, but not limited to, a copy of the business associate agreement between you and the EMR where applicable. If an Audit is requested, the parties will collaborate and endeavor to minimize any disruption to the Customer’s business and use of the electronic prescribing vendor and network services.
21.5 Ancillary electronic prescribing services: The electronic prescribing vendor may deploy new or update existing ancillary services to the electronic prescribing application, including electronic prior authorization, real-time benefit checks, prescription monitoring program reports, brand awareness, coupons and other similar services and applications. The electronic prescribing may also suspend or sunset any such services.
21.6 Supplemental Electronic Prior Authorization Services. The electronic prescribing vendor may contract with third-party providers to deliver to Client supplemental services as part of the EPA Service offering. Supplemental services may include, but are not limited to, (i) the option to access additional prior authorization forms, including a library of PDF prior authorization forms and traditional and electronic faxing capabilities as a method of communicating with pharmacy benefit managers (“PBMs”) that are not otherwise participating in the EPA Service, (ii) the provision of physician training and EPA processing assistance via phone, or (iii) such other services as Surescripts deems appropriate to enhance the EPA Service (the “PA Service”). The Supplemental PA Service is provided “as is” and “as available” to Client without warranty of any kind. All warranties are disclaimed as they relate to the Supplemental EPA Services. In addition, the electronic prescribing vendors sole liability to Client, Client Staff, Client Customers and Prescriber End Users, and their exclusive remedy, for claims of any type arising from the use of the Supplemental PA Services shall be to use commercially reasonable efforts to correct any errors or omissions in the Supplemental PA Services within the electronic prescribing vendors control as soon as possible after discovery of any such error or omission or written notification to the provider thereof.
21.7 In the event certain services that provide additional data (e.g. drug history of patients) are not available for a practice, provider or patient it is the responsibility of any treating physician or other health care provider or facility (and not the responsibility of Surescripts) to verify prescription benefit or medication history information through other means with each patient (or the patient’s representatives, as applicable) before such information is relied upon or utilized in diagnosing or treating the patient. The electronic prescribing vendor does not provide any representations or warranties with respect to the accuracy or completeness of the prescription benefit or medication history information, and you release and holds harmless the electronic prescribing vendor and the electronic prescribing network and the sources of any such data and any person or entity providing prescription benefit or medication history information from any liability, cause of action, or claim related to the completeness or lack thereof of the prescription benefit or medication history information.
21.8 You must maintain appropriate administrative, technical, and physical safeguards to protect the privacy and security of Private Information and PHI and protect against any intentional or unintentional use or disclosure that is in violation of the Privacy Rule (HIPAA), and limit incidental uses or disclosures made pursuant to otherwise permitted or required disclosures.
21.9 No Substitution for Written Prescription or Documentation. The electronic prescribing application and the network that the prescriptions send across is not intended to serve as a replacement for: (i) a written prescription where not approved as such by the appropriate Governmental authorities or where such written prescription is required for record keeping purposes; or (ii) applicable prescription documentation. Use of the electronic prescribing and electronic prescribing network is not a substitute for a health care provider’s standard practice or professional judgment. Any decision regarding the appropriateness of Patient Treatment, or the validity or reliability of information, is the sole responsibility of a patient’s health care provider.
21.10 You hereby grant to the electronic prescribing application and the electronic network a perpetual, irrevocable, royalty-free, non-exclusive, worldwide, sublicensable, and fully assignable license to copy, aggregate, compile, modify, adapt, enhance, distribute (directly or indirectly), publish, display, transmit, create derivative works from, and otherwise use data created for patients in the application for any lawful purpose including, but not limited to, to create De-Identified Data, and to use for the electronic prescribing application and electronic prescribing network’s internal purposes.
22.1 Customer is responsible for maintaining the patient confidentiality and HIPAA requirements for any patient lab results, including any derivatives resulting from the manipulation or compilation thereof (“Patient Data”) and other than the transmittal of Patent Data from a Third-Party vendor to Customer nothing herein grants any rights thereto to Lobbie to the patient data. Customer agrees it shall not disclose or utilize Patient Data in any way that violates any patient or physician confidentiality obligations or any applicable laws. Lobbie does not manipulate, aggregate, integrate, compile, merge, reorganize, regenerate or otherwise use (“Transform”) the Patient Data of a particular Customer. For purposes of clarity, only after the Customer has received the Patient Data via the Interface and can use the Patient Data, subject to receipt of a patient’s appropriate authorization.
Customer shall not transfer Patient Data to any other Third-Party or entity, unless pursuant to the particular patient’s written authorization.
Notwithstanding anything to the contrary in this Agreement, Customer may not commercialize, market, license or resell patient data obtained by using the Services.
The restrictions contained in this section apply regardless of whether patient data has been de-identified, and are intended to preclude all uses of patient data by a Customer and all Third Parties for any purpose not specifically authorized by the patient.
Without limiting the foregoing, Customer agrees that it shall limit the Customer’s employees, agents and contractors who have access to any patient data to only those employees, agents and contractors of the Customer “with a need to know” in accordance with the highest level of professionalism and Customer’s security requirements.
23.1 This Agreement will be governed by and interpreted in accordance with the laws of the State of California, and venue for any action to enforce the terms of this Agreement shall be in the California Superior Court, County of San Diego and the parties hereby expressly consent to exclusive jurisdiction and venue therein. THE PARTIES FURTHER AGREE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TO WAIVE ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM, COUNTERCLAIM OR ACTION ARISING FROM THE TERMS OF THIS AGREEMENT. If any legal action is brought to enforce this Agreement, the prevailing Party will be entitled to receive its attorneys’ fees, court costs and other collection expenses, in addition to any other relief the court may order. All waivers must be in writing. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. If any provision of this Agreement is unenforceable, such provision will be modified and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect. If such modification is not possible under applicable law, the unenforceable provision shall be stricken, and the remainder of the agreement shall continue in full force and effect. The section headings appearing in this Agreement are inserted only as a matter of convenience and in no way affect this Agreement. Unless otherwise expressly stated, when used in this Agreement the word “including” means “including but not limited to.” Each party acknowledges and agrees that (a) a breach or threatened breach by such party may give rise to irreparable harm to the other party for which monetary damages may not be an adequate remedy; and (b) if a breach or threatened breach by such party occurs, the other party will in addition to any and all other rights and remedies that may be available to such other party at law, at equity or otherwise in respect of such breach, be entitled to seek equitable relief that may be available from a court of competent jurisdiction, without any requirement to post a bond or other security.
23.2 Except for a Party’s payment obligation hereunder, neither Party will be liable for any failure to fulfill its obligations hereunder due to causes beyond its reasonable control, including acts or omissions of government or military authority, loss of general Internet access by the public due to area wide access limitations, acts of God, shortages of materials, transportation delays, acts of terrorism, power shortages or outages, earthquakes, fires, floods, labor disturbances, riots, wars, or pandemic or other health emergency.
24.1 Any modification to the terms of this Agreement specific to any Customer are incorporated in an attached Exhibit which is made a part of this Agreement. Any conflict between the provisions of this Agreement and the terms of an Exhibit then the terms of the Exhibit shall control. Any conflict between this Agreement and the Lobbie web site use Terms and Conditions and Privacy Policy then the terms of this Agreement shall control.
25.1 This Agreement, together with the Terms & Conditions and Privacy Policy found on the Company website (as they may be amended from time to time) and the Exhibits, RCM Services Addendum and Business Associate Agreement attached hereto constitutes the complete and exclusive agreement between the parties and supersedes all proposals, oral or written, and all other communications between them relating to the subject matter of this Agreement.
25.2 This Agreement or any Order Form may be executed in one or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. An electronic version or copy of any executed agreement may be used as an original for all purposes.
Signatures appear at the end of the Order Form.
UPDATED: November 18th, 2024
This Business Associate Agreement (“Agreement”) is effective on the date executed by Lobbie, Inc. ("Lobbie", “Business Associate”) on the Order Form or on the date of first use by the Customer ("Customer", “Covered Entity”) of any the Lobbie services (“Effective Date”) and is by and between Lobbie and the Customer subject to change with, modification which will be published on the Lobbie website at www.lobbie.com. If the Customer continues to use or receive the Lobbie Services following such modification of the terms and conditions of service, the modified terms of the Business Associate Agreement will be deemed accepted.
The following terms used in this Agreement shall have the same meaning as those terms in the HIPAA Rules: Breach, Data Aggregation, Designated Record Set, Disclosure, Health Care Operations, Individual, Minimum Necessary, Notice of Privacy Practices, Protected Health Information, Required By Law, Secretary, Security Incident, Subcontractor, Unsecured Protected Health Information, and Use. Additional specific definitions include:
Business Associate agrees to:
Covered entity shall notify business associate of any restriction on the use or disclosure of protected health information that covered entity has agreed to or is required to abide by under 45 CFR 164.522, to the extent that such restriction may affect business associate’s use or disclosure of protected health information.
Covered entity shall not request business associate to use or disclose protected health information in any manner that would not be permissible under Subpart E of 45 CFR Part 164 if done by covered entity.
Signatures appear at the end of the Lobbie Order Form.
Last Updated: November 15th, 2024
Lobbie, Inc and/or its affiliates (“Lobbie”, “Us”, “We”, “Our”) offers online technology and services through its website (“Services”) to Customers using those Services (“Customer”). Customers, as well as visitors to the Lobbie website, are collectively referred to as “Users”. Users are subject to the following Terms of Use (“Terms”). Please read these Terms carefully before using the Services.
By using Lobbie Services, you are agreeing to these Terms of Use as well as the additional terms as set forth in the Privacy Policy located at www.lobbie.com/privacy-policy. If using Services on behalf of another (e.g. a child, or someone with a disability), you represent that you are authorized to do so. Services of Lobbie are not permitted for anyone under the age of 13, and as such, if you are under 13 years of age please do not register or disclose any information to us, and cease using Lobbie Services. We do not knowingly attempt to collect personally identifiable information from children under or about the age of 13. If you are aware that we may have collected such information, please let us know at legal@Lobbie.com.
You must comply with all applicable laws, rules, ordinances, and regulations, including, without limitation, United States federal and state privacy and personal information laws, customer records laws (e.g., California Civil Code § 1798.80 et seq.), data security and protection laws, intellectual property laws, export control laws, health and medical laws (e.g., HIPAA), and tax laws. You must also comply with all applicable contracts and standards, including, without limitation, The Payment Card Industry Data Security Standard (PCI DSS) as it is updated, revised, and/or amended by The Payment Card Industry Security Standards Council (PCI SSC) from time to time, including, without limitation, as to the non-storage of Card Verification Values/Codes (CVV). You must also comply with this Agreement, as it may be amended from time to time, the Terms & Conditions, and the policies and processes explained herein and in our Privacy Policy. These Terms affect your legal rights, responsibilities and obligations and govern your use of the Service, are legally binding, and limit Lobbie’s liability to you and require you to indemnify us and to settle certain disputes through mediation. If you do not wish to be bound by these Terms, do not use the Service.
You agree that by registering with Services, you are representing that you will keep registration information secure, such as username and password credentials, to prevent unauthorized access to information. Details about how we protect your information may be located within our Privacy Policy. If you are concerned your privacy may have been breached through failure to keep credentials secure, please reach out to us at the information provided in the Contact Us section below and change your password immediately.
As a User, you are agreeing that information provided is accurate to the best of your ability, and that you will not attempt to exploit Services, extract protected or personal information in an unauthorized manner, or use such malicious technology as viruses, worms, trojans, or SQL injections. You are agreeing not to access Services with a bot, to index, or to routinely scrape information. You are agreeing to not attempt to replicate, modify, reverse engineer, resell, or share Services, software, designs, logos, documentation, or workflows with external entities other than for purposes of the Services, unless given written approval by us to do so.
As a regular part of the Services, Lobbie offers texting and email services. Customers who have registered with the Service may make use of these capabilities, provided that the method in which the communication services are used is compliant with the policies of that Customer and local law. In all forms of communication, we provide clear guidance on how to opt-out. You agree that all agreements, notices, disclosures and other communications that we provide to Users electronically satisfy any legal requirement that such communications be in writing.
You agree that Lobbie is not responsible for anything collected from a Customer or End User (End User), including, without limitation, private and/or publicly available information, data, records, text, software, music, sound, photographs, graphics, video, messages, and/or content and the like (collectively, Data) and stored in the Lobbie platform. The Lobbie Customer is considered the Data controller and owner and the Lobbie Customer has the sole responsibility for the Data.
Any Data You or the End User submit to Lobbie is at your own risk. Lobbie does not control or verify the Data submitted through the Services and, as such, does not guarantee the accuracy, integrity, or quality of such Data. You and the End User will provide Lobbie Data that You have the right to give Lobbie. By providing Data to Lobbie, You and the End User represent and warrant that You are entitled to submit it and it complies and follows all applicable laws, rules, ordinances, regulations, contracts, third-party rights (including intellectual property rights), and standards.
You agree to implement and maintain reasonable security procedures and practices appropriate to the nature of the Data to protect the Data from unauthorized access, destruction, use, modification, or disclosure and require the same of nonaffiliated third parties to whom You disclose Data. You agree to encrypt Data, if possible and appropriate to the nature of the Data, by rendering the Data unusable, unreadable, or indecipherable to an unauthorized person through a security technology or methodology generally accepted in the field of information security.
You agree that, should there be a breach of the security of the system by the unauthorized acquisition of computerized data that compromises the security, confidentiality, or integrity of Data maintained on the Lobbie Platform, You will immediately notify Lobbie and You will comply, as appropriate to the nature of the Data, with all applicable data breach laws, rules, ordinances, regulations, contracts, and standards, including, without limitation, United States federal and state laws (e.g., California Civil Code § 1798.82), PCI DSS, and this Agreement.
You may request the deletion of the Data at any time and, should You no longer be a Lobbie Customer, You agree that Lobbie shall treat any and all Data stored on the Lobbie platform as abandoned and that Lobbie may dispose of the same or arrange for the disposal of the same within its custody or control by, inter alia, shredding, erasing, or otherwise modifying or rendering the Data unreadable and/or undecipherable through any means.
You hereby grant Lobbie a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use any Data posted or uploaded to the Lobbie platform in order to facilitate the ordinary use of the Services.
You agree that to the fullest extent permissible by law, Lobbie is not liable for any loss or damages of any kind, including direct, indirect, economic, exemplary, special, punitive, incidental or consequential losses or damages, due directly or indirectly to any issues, damages, loss of revenue, profit, use, data, goodwill, time or any other form of damages arising from your use of Services or inability to use the Services, regardless of if such damages have been incurred due to the expected or unexpected behavior of the Service. You agree that while User information is protected by the safeguards mentioned in the Privacy Policy, Lobbie is not liable for any unauthorized use or access or damages arising out of such unauthorized access by or through the Service even if we to have been informed of such breaches in advance. The foregoing limitations of liability will apply even if any of the circumstances were foreseeable and even if Lobbie was advised or should have known of the possibility of such losses or damages, regardless whether you bring an action based in contract, negligence, strict liability, or tort (including whether caused, in whole or in part, by negligence, acts of god, telecommunications failure, or destruction of the Service). As permitted by applicable law, under no circumstances will Lobbie total liability to you for all possible damages and causes of action in connection with your access and use of the Service, be damages greater than the total fees you have paid Lobbie for the use of the Service.
You agree to defend (if requested by Lobbie), indemnify, and hold harmless Lobbie and its affiliates, agents, permitted assigns, parents, subsidiaries, partners, and each of their respective employees, directors, officers, officials, vendors, and representatives from and against any and all alleged or actual claims, actions, demands, losses, costs, expenses (including attorney’s fees), settlements (whether or not litigation is commenced), liabilities, and damages of any kind whatsoever existing now or arising in the future directly or indirectly arising out of or relating to your access and use of the Services, your, or any of your agent’s, or your End User’s breaches, negligence, or willful misconduct the violation of this agreement (including without limitation both these Terms of Use and the Privacy Policy), your or your End User’s violation of any rights of any third party, or your or your End User’s violation or alleged violation of any laws, rules, codes, statutes, ordinances, standards, contracts or orders of any governmental authorities in connection with your use of the Service. If Lobbie requests that you defend it, you shall provide your selected defense counsel to Lobbie for approval and Lobbie reserves the right to reject your counsel and select defense counsel at your sole expense. Lobbie shall also have the right to retain its own independent counsel to assist in the defense of the claim at your sole expense. You will cooperate as fully required by Lobbie in the defense of any aforementioned claims and losses. You may not settle any potential suit hereunder without Lobbie’s prior written approval, not to be unreasonably withheld, conditioned, or delayed. If you fail to promptly indemnify and defend a covered claim, Lobbie shall have the right to defend itself, and in such case, you shall promptly reimburse Lobbie for all of Lobbie’s associated costs and expenses. Lobbie’s rights and remedies hereunder are cumulative with all other rights and remedies. This indemnification obligation will survive the expiration or termination of this agreement.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, SERVICES ARE USED AT EXCLUSIVELY YOUR OWN RISK AND USING THEM IS YOUR OWN DECISION ON AN “AS-IS”, “AS AVAILABLE” AND WITH ALL FAULTS” BASIS, without any non-infringement or non-misappropriation of intellectual property rights of a third party, title, custom, trade, quiet enjoyment, accuracy of informational content, or system integration, and freedom from computer virus. Interruptions of Service may occur for which Lobbie cannot be held liable, and restoration of Services following such an event is not guaranteed.
While Lobbie goes to great length to make sure that data displayed in Services to Users is consistent, accurate, and verifiable, we also acknowledge that representations are only as accurate as the data sources themselves and the timeliness of those sources, and as a result inaccuracies may occur and be shown in Services. Lobbie is not liable for inaccurate representations in Services.
Lobbie reserves the right to add, modify, replace, or remove functionality or content at any time at its own discretion without notice. Lobbie may discontinue services at any time completely, pursuant to the terms set forth in the “Termination” section. Information about these changes, if significant, will be made public either by notifying clients or making the information available on our website.
You agree that we may give you notices or otherwise respond to you by mail or to your email we have on file. All legal notices to us must be sent to the information in the Contact Us section below.
Jurisdiction and venue for any controversy, allegation or claim arising out of or relating to the Service or these Terms (“Dispute”) shall be in San Diego, California. Each party submits to personal jurisdiction and venue in San Diego, California for any and all purposes. You agree to discuss and hopefully resolve any Disputes before formal legal proceedings are initiated. If you have any allegation or claim arising out of or relating to the Service or these Terms you must provide a written request for mediation to the address listed in the Contact Us section. We will work together to choose a mutually agreeable mediator. Mediation costs will be split equally between the parties.
These Terms and any claim brought by you against Lobbie will be governed by, construed, and resolved in accordance with, the laws of the State of California. This section shall remain in full force and effect notwithstanding any termination of your use of the Service or these Terms.
If any single section of either the Terms of Use or the Privacy Policy are deemed legally invalid, only that part of the Agreement will be construed as invalid as held by that specified court of law deeming it invalid at that time, with all remaining sections still treated as valid. Similarly, if we choose to waive any single right in these documents, it will not represent a waiver of all rights described by both documents, nor will it mean that right is permanently waived.
Lobbie may assign its rights and obligations under these Terms, in whole or in part, to any party at any time without any notice. These Terms may not be assigned by you, and you may not delegate your duties under them, without prior written consent from Lobbie.
Terms of Use described here are governed by the applicable laws governing the jurisdiction in which the headquarters of Lobbie operates, and the competent courts in such jurisdiction shall apply in all respect.
We reserve the right to amend these Terms of Use or our Privacy Policy at any time. As such, by continuing use of our Site and Services- after changes are made, you are acknowledging acceptance of the then applicable terms and conditions. You agree that we may notify you of new terms by posting them on the Service (or in any other reasonable manner of notice which we elect), and that your use of the Service after such notice constitutes your agreement to the new terms for your new use. You can reject any new, revised, or additional terms by discontinuing use of the Service.
If you have any questions or concerns about the Website Terms & Conditions, please contact us at legal@lobbie.com.
