Introduction

These terms are effective as of: 07 September 2020Last updated: 07 September 2020 Welcome to the Lanthorn website (“site”). By using this site or any applications or application plug-ins that are the property of Lanthorn, you agree to follow and be bound by these Terms & Conditions and agree to comply with all applicable laws and regulations. All visitors and users of any aspects of the site are bound by these Terms & Conditions. These Terms & Conditions will govern the use and provision of any Services purchased by Customer as described in any Order Form, or the use of the Lanthorn platform or any services performed in the performance of any pilot or proof of concept. In these Terms & Conditions, the words “you” and “your” refer to each customer, Site visitor, or Application user, “we”, “us” and “our” refer to Lanthorn and “Services” refers to all services provided by us. Lanthon expressly reserves the right to modify the Terms & Conditions at any time and from time to time without prior notice to you, and therefore, Lanthorn recommends that you read these Terms & Conditions carefully each time you use this site. Some of the services may be subject to additional posted conditions. Your use of those services is subject to those conditions.  It is your responsibility to review these Terms & Conditions periodically. If at any time you find these Terms unacceptable or if you do not agree to these Terms, please do not use this Site or any Applications. We may revise these Terms at any time without notice to you. If you have any questions about these Terms of Use, please contact us at [email protected] 


Account information

When you open an account to use or access certain portions of the Site, Applications, or the Services, you must provide complete and accurate information as requested on the registration form. You will also be asked to provide a username and password. You are entirely responsible for maintaining the confidentiality of your password. You may not use a third party’s account, user name or password at any time. You agree to notify Lanthorn immediately of any unauthorized use of your account, user name or password. Lanthorn shall not be liable for any losses you incur as a result of someone else’s use of your account or password, either with or without your knowledge. You may be held liable for any losses incurred by Lanthorn, our affiliates, officers, directors, employees, consultants, agents and representatives due to someone else’s use of your account or password. In connection with the use of certain Lanthorn products or services, you may be asked to provide personal information in a questionnaire, application, form or similar document or service. This information will be protected pursuant to our Privacy Policy. In addition, you grant Lanthorn a worldwide, royalty-free, nonexclusive, and fully sublicensable license to use, distribute, reproduce, modify, publish and translate this personal information solely for the purpose of enabling your use of the applicable service. You may revoke this license and terminate rights held by Lanthorn at any time by removing your personal information from the applicable service. 

Continuous Development 

Customer acknowledges that Lanthorn may continually develop, deliver and provide Customer on-going innovation to the Lanthron Services in the form of new features, functionality, and efficiencies. Accordingly, Lanthorn reserves the right to modify the Lanthorn Services, from time to time. Some modifications will be provided to Customer at no additional charge. In the event Lanthorn adds additional functionality to a particular Service, Lanthorn may condition the implementation of such modifications on Customer’s payment of additional fees provided Customer may continue to use the version of the Lanthorn Services that Lanthorn makes generally available (without such features) without paying additional fees.

Customer Restrictions

During the relationship with Lanthorn and thereafter, Customer shall not, and shall not permit any of its employees, contractors or Users to, directly or indirectly: (a) act as a reseller or distributor of, or a service bureau for, the Lanthorn Services or otherwise use, exploit, make available or encumber any of the Lanthorn Services to or for the benefit of any third party other than Customer’s customers; (b) use or demonstrate the Lanthorn Services in any other way that is in competition with Lanthorn; (c) reverse engineer, disassemble or decompile the Lanthorn Services or attempt to derive the source code or underlying ideas or algorithms of any part of the Lanthorn Services (except to the limited extent applicable laws specifically prohibit such restriction); (d) remove any notice of proprietary rights from the Services; (e) copy, modify, translate or otherwise create derivative works of any part of the Services; (f) use the Lanthorn Services in a manner which interferes with or disrupt its integrity or performance; (g) use the Lanthorn Services to share or store inappropriate materials, including (i) materials containing viruses or other harmful or malicious code; (ii) unsolicited mail (spam); (iii) copyrighted materials to which Customer does not have sufficient rights; (iv) harassing, tortious, or defamatory materials; or (v) other materials prohibited by applicable international, federal, state, or local laws and regulations.

Consideration

Customer will pay Lanthorn the then applicable fees described in the Order Form for the Services and Professional Services in accordance with the terms therein (the “Fees”), along with any applicable sales and use taxes.  If Customer’s use of the Services exceeds the Service Capacity or Number of Users set forth on the Order Form or otherwise requires the payment of additional fees (per the Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein.  Lanthorn reserves the right to change the Fees or applicable charges and to institute new charges and Fees for any renewal term by providing at least sixty (60) days’ notice to Customer prior to the beginning of such Renewal Term (which may be sent by email). If Customer believes that Lanthorn has billed Customer incorrectly, Customer must contact Lanthorn no later than sixty (60) days after the invoice date on the invoice  in which the error or problem appeared, in order to receive an adjustment or credit (if applicable). Lanthron may choose to bill through an invoice, in which case, full payment for invoices issued must be received by Lanthorn within thirty (30) days after the date of the invoice. Invoices shall be for the fees and applicable taxes Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection, and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with the Services other than taxes based on Lanthorn’s net income.

Customer Obligations

Customer will be responsible for obtaining and maintaining, at Customer’s expense, all of the necessary telecommunications, computer hardware, edge devices, software, and Internet connectivity required by Customer or any User to access the Lanthorn Services from the Internet.  Customer shall use commercially reasonable efforts to prevent unauthorized access to, or use of, the Lanthorn Services, and notify Lanthorn promptly of any such unauthorized use known to Customer.

Disclaimer of Warranty

THE SITE, APPLICATIONS, AND ALL MATERIALS, DOCUMENTS OR FORMS PROVIDED ON OR THROUGH YOUR USE OF THE SITE OR APPLICATIONS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, LANTHORN EXPRESSLY DISCLAIMS ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT OR FROM A COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE IN TRADE.  LANTHORN DOES NOT WARRANT, AND SPECIFICALLY DISCLAIMS, THAT THE SERVICES WILL BE ACCURATE, WITHOUT INTERRUPTION, OR ERROR-FREE. LANTHORN MAKES NO WARRANTY THAT: (A) THE SITE, APPLICATIONS, OR THE MATERIALS WILL MEET YOUR REQUIREMENTS; (B) THE SITE, APPLICATIONS, OR THE MATERIALS WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE BASIS; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE, APPLICATIONS, OR ANY MATERIALS OFFERED THROUGH THE SITE OR APPLICATIONS, WILL BE ACCURATE OR RELIABLE; OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SITE, APPLICATIONS, OR IN RELIANCE ON THE MATERIALS WILL MEET YOUR EXPECTATIONS. OBTAINING ANY MATERIALS THROUGH THE USE OF THE SITE OR APPLICATIONS IS DONE AT YOUR OWN DISCRETION AND AT YOUR OWN RISK. LANTHORN SHALL HAVE NO RESPONSIBILITY FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY CONTENT, MATERIALS, INFORMATION OR SOFTWARE.

Limitation of liability

EXCEPT AS PROHIBITED BY THE APPLICABLE LAW, YOU WILL NOT HOLD LANTHORN, ITS SHAREHOLDERS, EMPLOYEES, AND AGENTS LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGE. EXCEPT AS PROHIBITED BY LAW, IF LANTHORN IS FOUND TO BE LIABLE, ITS LIABILITY WILL BE LIMITED TO THE AMOUNT PAID FOR BY THE CUSTOMER FOR LANTHORN’S PRODUCTS AND/OR SERVICES DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE FIRST DATE ON WHICH THE LIABILITY AROSE. UNDER NO CIRCUMSTANCES, WILL THERE BE CONSEQUENTIAL OR PUNITIVE DAMAGES.  IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, INTERRUPTION OF SERVICE, OR LOSS OF BUSINESS OR BUSINESS OPPORTUNITY, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF.  IN NO EVENT WILL LANTHORN BE LIABLE FOR THE PROCUREMENT OF SUBSTITUTE SERVICES.

General Representations

Each party represents and warrants that: (a) as of the Effective Date and throughout the Term, it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization; (b) that the execution and performance of the Agreement, or use of the Services, will not conflict with or violate any provision of any law having applicability to such party; and (c) that the Agreement, when executed and delivered, will constitute a valid and binding obligation of such party and will be enforceable against such party in accordance with its terms.

Compliance with Laws and Policies

Customer will use Lanthorn’s Services in accordance with all applicable laws, rules and regulations; as well as any of Lanthorn’s standard published policies, if any, in effect as of the date Customer and Lanthorn execute an Order Form and as may be amended by Lanthorn, in its sole discretion, from time to time. 

Inappropriate Content 

When accessing the Site, any Applications, or using Lanthorn’s Services, you agree not to upload, download, display, perform, transmit or otherwise distribute any content that: (i) is libelous, defamatory, obscene, pornographic, abusive or threatening; (b) advocates or encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national or foreign law or regulation; or (c) advertises or otherwise solicits funds or is a solicitation for goods or services. Lanthorn will cooperate fully with any law enforcement officials or agencies in the investigation of any violation of these Terms of Service or of any applicable laws.

Governing Law and Jurisdiction

Governing Law and Venue; Disputes.  The Agreement will be governed by the laws of the State of California without reference to its conflicts of law principles.  These Terms expressly exclude and disclaim the terms of the U.N. Convention on Contracts for the International Sale of Goods (CISG), which shall not apply to any transaction conducted through or otherwise involving this Site or an Application. Any dispute, controversy or claim arising out of or relating to the Site and any services provided by Lanthorn, will be made exclusively in the state or federal courts located in San Mateo County, California and both parties submit to the jurisdiction and venue of such courts.on Contracts for the International Sale of Goods, which shall not apply to any transaction conducted through or otherwise involving this Site or an Application.

Copyright and Intellectual Property

When accessing Lanthorn’s website and services, you agree to obey the law and respect the intellectual property rights of others. Your use of Lanthorn’s website and services is at all times governed by and subject to laws regarding copyright, trademark and other intellectual property ownership. You agree not to upload, download, display, perform, transmit or otherwise distribute any information or content in violation of any third party’s copyrights, trademarks or other intellectual property or proprietary rights. You agree to abide by laws regarding copyright ownership and use of intellectual property, and you shall be solely responsible for any violations of any relevant laws and for any infringements of third party rights caused by any content you provide or transmit or that is provided or transmitted using your Lanthorn user account.

Trademarks

Lanthorn, Lanthorn.ai, the Lanthorn logo, all images, texts, and all page headers are service marks, trademarks and/or trade dress of the company. 

No Use by Minors

You agree to not use Lanthorn services if you are a minor (under 18). 

Right to Refuse

Lanthorn holds the right to refuse service to anyone and to cancel user access at any time

Force Majeure

Any delay in the performance of any duties or obligations of either party (except the payment of money owed) will not be considered a breach of the Agreement if such delay is caused by a natural disaster, a wide spread infectious disease including but not limited to a pandemic, war, act of terror, or any other event beyond the reasonable control of such party. The affected party will use reasonable efforts, under the circumstances, to notify the other party of the circumstances causing the delay and to resume performance as soon as possible. 

Relationship

No agency, partnership, joint venture, or employment is created as a result of the Agreement and Customer does not have any authority of any kind to bind Lanthorn in any respect whatsoever. 

Notices 

All notices, consents, and approvals under the Agreement must be delivered via email or in writing by courier, by electronic facsimile (fax), or by certified or registered mail, (postage prepaid and return receipt requested) to the other party at the address set forth in the Order Form and will be effective upon receipt.  Either party may change its address by giving notice of the new address to the other party. 

Waivers

All waivers must be in writing.  Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. 

Severability

If any provision of the Agreement is unenforceable, such provision will be changed 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.

Term and Termination of Account/Services

Subject to earlier termination as provided below, the term of the Agreement will commence on the Effective Date (as defined in the Order Form) and shall remain in effect for the initial term set forth in the Order Form (the “Initial Service Term”). Thereafter, the Agreement shall automatically renew for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party requests termination at least thirty (30) days prior to the end of the then-current term. Either party may terminate the Agreement or any Order Form, at its discretion, effective immediately upon written notice to the other if the other party materially breaches any provision of the Agreement and does not substantially cure the breach within thirty (30) days after receiving written notice. At any time during the Term, Lanthorn may, immediately upon notice to Customer, suspend access to any Service for the following reasons: (a) a threat to the technical security or technical integrity of the Lanthorn Services; (b) any amount due under the Agreement is not received by Lanthorn within fifteen (15) days after it was due, or (c) breach or violation by Customer of any laws, rules, or regulations. Upon termination or expiration of the Agreement for any reason, (a) any amounts owed to Lanthorn prior to such termination or expiration and all completed but unpaid Professional Services fees will be immediately due and payable and (b) all licensed and access rights granted will immediately cease to exist.  All sections in the Terms & Conditions will survive any expiration or termination of the Agreement.

Ownership

This Site and Applications are owned and operated by Lanthorn. All right, title and interest in and to the materials provided on this Site and Applications, including but not limited to information, documents, logos, graphics, sounds and images (the “Materials”) are owned either by Lanthorn or by our respective third party authors, developers or vendors. Except as otherwise expressly provided by Lanthorn, none of the Materials may be copied, reproduced, republished, downloaded, uploaded, posted, displayed, transmitted or distributed in any way and nothing on this Site or on any Applications shall be construed to confer any license under any of Lanthorn intellectual property rights, whether by estoppel, implication or otherwise. Any rights not expressly granted herein are reserved by Lanthorn.

Acknowledgement 
By using Lanthorn’s services or accessing Lanthorn’s website or applications, you acknowledge that you have read and understood these Terms & Conditions and agree to be bound by the Terms & Conditions.

Contact information

For any questions relating to these Terms & Conditions email [email protected]