1.1. “Article(s)” means any Intellectual Property that is created or acquired using the Platform, or otherwise loaded onto the Platform, including any form of media for publication by You.
1.2. “Writer(s)” means those persons or entities that provide Article(s), and includes any Freelancers.
1.3. “Customer IP” means any Customer-owned trademarks, logos, trade names, brand names, domain names, service marks, images, white papers, case studies, marketing collateral, and any other materials owned by Customer that the Customer delivers to Lextrous or uploads to the Platform.
1.4. “Documentation” means the Platform’s online help system and the information made available to Customer by Lextrous through the Lextrous website, and through other sales and support communications, as they may be amended from time to time and as applicable to the specific Offering(s) set forth in an Order Form.
1.5. “Intellectual Property” or “IP” means trademarks, inventions, works of authorship, photographs, logos, collections of data, trade secrets, and any other form of intellectual property under applicable law, and may include the Customer IP and/or the Lextrous IP, as the context requires.
1.6. “Intellectual Property Rights” means patents, copyrights, trademarks, trade names, domain name rights, mask work rights, trade secret rights, and all other intellectual property rights of a similar nature anywhere in the world.
1.7. “Fee” means the fees to Lextrous to render the Services.
1.8. “Offering” means any Service(s) or Product(s), whether standardised or ad-hoc, that Lextrous makes available to you through the Platform.
1.9. “Order Form” means a document executed by you and us that specifies one or more Offerings being procured by you from us, which may be ongoing subscriptions to various Offerings or may be discrete one-time transactions.
1.9. “Platform” means the Lextrous website, software and all associated IP.
1.11. “Lextrous IP” means the Platform and any materials or information created or provided by Lextrous, other than an Article which a customer has marked as Approved and for which Lextrous has received payment.
1.11. “Pricing Plan” refers to the different Offerings under which customers may receive Articles, in accordance with the Documentation and these Terms.
1.13. “Pricing Plan Start Date” means the date specified confirmed by us in response to a relevant Order Form as the date on which the Pricing Plan(s) covered by that Order Form begin, subject to the customer providing all necessary information.
2. What we are going to do for you
Lextrous will provide you with access to and use of our Platform and any Offering(s) in accordance with Documentation and the Agreement. If you subscribe to or otherwise purchase any Offerings, those Offerings will be covered by these Terms and the specific Addendum covering those Offerings. We will perform all of the services and deliver all of the Articles specified in the signed Order Form, provided that you give us all reasonable and necessary cooperation and information and you are not in breach of the Agreement or any other agreement with Lextrous.
3. What we need from you
You agree to provide us, on a timely basis, with all reasonable and necessary cooperation and information, which may include participation in meetings, timely reviewing and responding to drafts of deliverables, and provide guidance as needed. Any delay due to your responsiveness may have deleterious effects upon project timetables and our ability to effectively deliver the services – and you acknowledge and agree that you are financially responsible for such delay(s).
4.1. Licenses From You. You hereby grant to us during the term of this Agreement a non-exclusive royalty-free license to use, reproduce, distribute, display, transmit and perform the Customer IP as reasonable to perform our obligations to you. If you notify us of a reasonable objection to any use we make of any Customer IP, we will discontinue that use.
4.2. Licenses To You. Provided that you pay us the fees due under the Agreement and otherwise comply with these Terms and any applicable Addenda, we hereby grant to you during the term of this Agreement a limited, revocable, non-exclusive, non-transferable license to: (1) access and use the Platform in accordance with the Documentation; (2) use, reproduce, distribute, display, transmit and perform Lextrous’s trademarks and service marks (as provided to you by us) for purposes of promoting the Article, provided that you will allow us to review and approve any uses of our trademarks and service marks prior to any such use. You do not have any license or right to use, copy, access, or view any of the software that enables or makes up the Platform or any Offering, or to scrape, attempt to defeat the security of, reverse engineer, disassemble or decompile the Platform or any Offering. You may not use the Platform or any Offering for the benefit of any party other than the parties to this Agreement, and you may not sublicense, modify or create derivative works of the Platform or any Offering.
5. Intellectual Property
5.1. Customer IP. We understand that the protection of the Customer IP is essential to you. We acknowledge that the Customer IP is proprietary to you, and that nothing in this Agreement is intended to transfer ownership of the Customer IP to us. We acknowledge that any misappropriation or unauthorised use of Customer IP by us or others may unfairly and irreparably harm you. We will not knowingly allow any act or omission that would impair your Intellectual Property Rights in the Customer IP. Further, nothing in this Agreement is intended to override our Confidentiality obligations to you, as set forth in Section 14 of this Agreement.
5.2. Lextrous IP. Similarly, you understand that the protection of the Lextrous IP is essential to us. You acknowledge that the Lextrous IP is proprietary to us, and that nothing in this Agreement is intended to transfer ownership of the Lextrous IP or any related Intellectual Property Rights to you. Any misappropriation or unauthorised use or disclosure of the Lextrous IP by you or others may unfairly and irreparably harm us. You will not allow any act or omission that would impair our Intellectual Property Rights in the Lextrous IP. From time to time, you may provide us with comments, questions, enhancement requests, suggestions, ideas, descriptions of processes or other information relating to our Platform or Offerings (collectively, “Feedback”). We may freely use any Feedback in any manner without any obligation, royalty or restriction.
6. Purchase Terms
When buying any product / service on this website, you agree that: (i) you are responsible for reading the full listing description and associated terms and conditions before making a commitment to buy it; (ii) you enter into a legally binding contract to purchase the service when you commit to buy a service and you complete the check-out payment process.
The prices we charge for our products / services are listed on the website. We reserve the right to change these prices for products / services displayed at any time, and to correct pricing errors that may inadvertently occur. Additional information about any applicable pricing and sales tax is displayed on the payments page during checkout.
The fee for the services and any other charges you may incur in connection with your use of the service, such as taxes and possible transaction fees, will be charged to your payment method.
7. Cancellations and Refunds
Cancellations and refunds will be processed in accordance with the policy published on lextrous.com/refunds
8. Term and Termination
These Terms will govern all Order Forms, and any Addenda will govern applicable Order Forms. These Terms and any Addenda shall remain in effect so long as any Order Form governed by them is active. In the unlikely event you or we materially breach this Agreement and the breach is either incapable of cure, or is not cured within ten (10) days of written notice from the non-breaching party, then the non-breaching party may terminate this Agreement immediately upon the expiration of such cure period. In addition, this Agreement may be terminated at our discretion in the event that Lextrous ceases to conduct business.
9. Service Levels and Acceptable Use
9.1. Uptime is important and Lextrous will make every effort to ensure that our Platform is fully operational and available at least 98% of each month. From time to time, we may perform maintenance and upgrades to the Platform. Any downtime for those reasons or due to a force majeure event does not count toward our uptime commitment. However, we will endeavour to let you know at least 24 hours in advance of any scheduled downtime. If for any reason we need to perform unscheduled maintenance to maintain uptime or security and data integrity, we will do so on an as-needed basis.
9.2. By using our services, you agree to our Acceptable Use Policy, including the following list of Prohibited Activities. We may terminate this Agreement and any Order at any time for any reason at any time for any reason or no reason by providing the other party with 30 days’ prior written notice. Additionally, we may terminate this Agreement or any Order immediately if (i) you fail to pay for Services on time, (ii) your use of the Services endangers or negatively affects our platform, violates the law or this Agreement, or inhibits our ability to provide services to our other customers. Upon any termination or expiration of this Agreement we will stop providing the Services.
If you engage in any of the activities prohibited by this Agreement, we may suspend or terminate your account. Our Acceptable Use Policy ("AUP") is designed to help protect Lextrous and all Lextrous customers from irresponsible or, in some cases, illegal activities. The Policy is a non-exclusive list of the actions prohibited by Lextrous. We reserve the right to modify the Policy at any time by updating this Agreement.
9.2.1. Overuse of resources: You may not place excessive burdens on our resources, or the resources of providers of Third-Party Services, or interfere with the services we provide to other customers. You may not use excessive Revision Requests. If your use of Revision Requests exceeds the use of the such features by other similarly situated customers, we may offer to move you to a separate Pricing Plan. If you decline our offer to switch Pricing Plans, we may place restrictions on your use of the Services until your use corresponds with that of similarly situated customers. If the specifies a number of words or revision requests, you agree not to place use the service in ways that exceed this amount. If you do, we reserve the right to limit your use of the Services or terminate your use of our Services by issuing any applicable refunds in accordance with this Agreement.
9.3. Prohibited Uses of Lextrous Services
9.3.1. Transmission, distribution or storage of any material in violation of any applicable law or regulation is prohibited. This includes, without limitation, material protected by copyright, trademark, trade secret or other intellectual property right used without proper authorisation, and material that is obscene, defamatory, constitutes an illegal threat, or violates export control laws.
9.3.2. Advertising, transmitting, or otherwise making available any software, program, product, or service that is designed to violate this Policy, which includes, but is not limited to, flooding, mail-bombing, denial of service attacks.
Unauthorised attempts by a user to gain access to any account or computer resource not belonging to that user (e.g., “cracking”).
9.3.3. Obtaining or attempting to obtain service by any means or device with intent to avoid payment.
Unauthorised access, alteration, destruction, or any attempt thereof, of any information of any Lextrous customers or end-users by any means or device.
9.3.4.Knowingly engage in any activities designed to harass, or that will cause a denial-of-service (e.g., synchronised number sequence attacks) to any other user whether on the Lextrous network or on another provider’s network.
Using Lextrous’s Services to interfere with the use of the Lextrous network by other customers or authorised users.
10. Data Backups
The Platform and the Offerings do not replace the need for you to perform regular data backups and/or maintain redundant data archives. LEXTROUS HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF CUSTOMER IP.
11. Representations, Warranties and Covenants
11.1. Mutual Warranties. Each party represents, warrants and covenants that: (a) it has the power and authority to execute and
deliver this Agreement and to perform its obligations hereunder; (b) the execution, delivery and performance of this Agreement by each party has been duly and validly authorised and approved; and (c) this Agreement when executed and delivered by each party will constitute the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms.
11.2. Customer Warranties. Customer represents and warrants that: (i) the Customer IP (including the other content on Customer’s website, social media accounts, and anywhere else that the Article is published at Customer’s direction) do not infringe upon or violate any patent, copyright, trademark, or any other proprietary rights of any third-party or any publicity or privacy right of any third-party; (ii) any materials prepared by or for Customer shall not infringe any copyright, trademark, or any other Intellectual Property Right of any third-party; (iii) it will not, in performing its obligations under the Agreement, knowingly violate any applicable laws, rules and regulations; and (iv) if either Customer or Lextrous becomes aware that any Article may infringe any third-party Intellectual Property Rights, or otherwise violates any law, rule or regulation, Customer will remove that Article from anywhere it has been published.
11.3. Lextrous Warranties. Lextrous represents and warrants that the services will conform in all material respects to their Documentation during the relevant Pricing Plan Term. As Customer’s sole and exclusive remedy for a breach of the foregoing warranty, Lextrous will reperform the non-conforming services or repair the services such that they are conforming, or if the foregoing is not commercially feasible, Lextrous may terminate the Order Form for the affected services and will refund to Customer the pre-paid fees for the unused portion of the Pricing Plan Term. The parties acknowledge and agree that Lextrous will use commercially reasonable efforts to continually develop, deliver and provide ongoing innovation to the services in the form of new features, functionality, capabilities and services and, accordingly, Lextrous reserves the right to modify the Offerings and services from time to time in its sole discretion.
EXCEPT FOR THE WARRANTIES EXPLICITLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER ORAL OR WRITTEN, WHETHER EXPRESS, IMPLIED, OR ARISING BY STATUTE, CUSTOM, COURSE OF DEALING OR TRADE USAGE, WITH RESPECT TO THE SUBJECT MATTER HEREOF, IN CONNECTION WITH THIS AGREEMENT. EACH PARTY SPECIFICALLY DISCLAIMS ANY AND ALL, INCLUSIVE OF BUT NOT LIMITED TO, THOSE OF IMPLIED WARRANTIES OR CONDITIONS OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. LEXTROUS MAKES NO REPRESENTATION OR WARRANTY REGARDING THE RESULTS OF USE OF THE PLATFORM, THE FREQUENCY, QUANTITY OR QUALITY OF CONTENT THE PLATFORM MAY PROVIDE HEREUNDER OR THAT ORIGINALITY SEARCHES WILL DISCOVER ALL INSTANCES OF COPYRIGHT INFRINGEMENT. LEXTROUS DOES NOT WARRANT THAT THE OFFERINGS WILL (i) MEET ALL OF CUSTOMER’S REQUIREMENTS; (ii) OPERATE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, OR THAT KNOWN OR DISCOVERED ERRORS WILL BE CORRECTED; (iii) PROVIDE DATA, ANALYSED DATA, OR OTHER RESULTS THAT ARE COMPLETE, ACCURATE, OR RELIABLE; OR (iv) MEET CUSTOMER’S EXPECTATIONS. LEXTROUS EXERCISES NO CONTROL OVER, AND ACCEPTS NO RESPONSIBILITY FOR, ANY THIRD-PARTY COMPONENTS WHICH ARE OUTSIDE LEXTROUS’S CONTROL, INCLUDING BUT NOT LIMITED TO, INTERNET ACCESS, AND COMPUTER OR NETWORK EQUIPMENT, ALL OF WHICH ARE THE RESPONSIBILITY OF CUSTOMER.
Each party (as “Indemnitor”) will defend, indemnify and hold harmless the other party and its directors, officers, and employees (each, an “Indemnitee” and, collectively, the “Indemnitees”), from and against all damages, liabilities, costs and fees, including reasonable attorneys’ fees and court costs, to the extent arising out of: (i) a claim, action, suit or proceeding brought by a third-party (a “Claim”) against an Indemnitee to the extent such Claim arises out of the Indemnitor’s breach or alleged breach of any of its representations or warranties made herein (unless an exclusive remedy is provide in connection with such representation or warranty); or (ii) a Claim that any Article, or other materials, provided by the Indemnitor infringes a third-party copyright.
The obligations of the Indemnitor set forth in this Section above are contingent upon the Indemnitee (i) promptly notifying the Indemnitor in writing of the Claim, except that any failure to provide this notice promptly only relieves the Indemnitor of its responsibility pursuant to this Section to the extent its defence is materially prejudiced by the delay; (ii) granting the Indemnitor sole control of the defence and/or settlement of the Claim, provided that (1) the Indemnitor may not agree to any settlement that admits fault by the Indemnitee or purports to bind the Indemnitee without the Indemnitee’s prior written consent, such consent not to be unreasonably withheld, delayed, or conditioned and (2) any settlement must include an unconditional release of the Indemnitee from any liability or claims that are the subject matter of such Claim; and (iii) providing the Indemnitor, at the Indemnitor’s expense, with all assistance, information and authority reasonably required for the defence and/or settlement of the Claim.
If Lextrous believes a Claim (or an adverse judgment in connection with a Claim) relating to infringement of third-party Intellectual Property Rights by the Platform or any Offering is likely, then Lextrous may, at its option, (x) obtain a license from the third-party claimant that allows Customer to continue the use of the Platform and/or Offering, (y) modify the Platform and/or Offering so as to be non-infringing, or (z) if neither (x) nor (y) is available to Lextrous at commercially reasonable terms, terminate this Agreement upon written notice to Customer. This Section sets forth the entire liability of Lextrous and the sole and exclusive remedy of Customer in the event of any Claim that Lextrous infringes any third-party Intellectual Property Right.
14. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS TO PROCURE SUBSTITUTE SERVICES, LOSS OR CORRUPTION OF DATA OR DOCUMENTATION, USE OR INABILITY TO USE THE PLATFORM OR OFFERINGS, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXCEPT WITH RESPECT TO CUSTOMER’S BREACHES OF LEXTROUS’S PROPRIETARY RIGHTS AND A PARTY’S INDEMNIFICATION OBLIGATIONS, THE TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO THE AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY CAUSE OF ACTION IN CONTRACT, TORT, OR STRICT LIABILITY, SHALL NOT EXCEED, THE AMOUNTS ACTUALLY PAID TO LEXTROUS BY CUSTOMER UNDER THE APPLICABLE ORDER FORM UNDER WHICH THE CLAIM AROSE DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE CLAIM. THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. THE LIMITATION OF LIABILITY SETH FORTH ABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS FOR THE AGREEMENT BETWEEN THE PARTIES, SUCH THAT THEY WOULD NOT HAVE ENTERED INTO THIS AGREEMENT WITHOUT SUCH LIMITATIONS.
Lextrous acknowledges the importance of maintaining the confidentiality of Customer identity and other personal information, as set forth and agreed to under the two-way Non-Disclosure Agreement appended electronically with each Order Form. In the event of any disparity in terms related to confidentiality between this Agreement and the Two-Way Non-Disclosure Agreement, the terms specified in the latter document shall prevail, except as related to matters other than confidentiality.
17.1. The waiver of any provision in this Agreement does not constitute a waiver of that provision in any other instance.
17.2. Sections 1, 5, 6, 7, 8, 9, 11, 12, 13, 14, and 15 of this Agreement shall survive the termination of this Agreement.
17.4. Neither party may assign any of its rights or obligations under this Agreement without the prior written consent of the other party, except that Lextrous may assign its rights and obligations under this Agreement without the consent of the other party in connection with any merger (by operation of law or otherwise), consolidation, reorganisation, change in control or sale of all or substantially all of its assets related to this Agreement or similar transaction. This Agreement inures to the benefit of and shall be binding on the parties’ permitted assignees, transferees and successors.
17.5. In the event that any provision of this Agreement is held invalid by a court of competent jurisdiction (i) such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and (ii) the remaining terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect.
17.6. This Agreement shall be interpreted, construed and enforced in all respects in accordance with the laws of the State of Karnataka, India. Each party irrevocably consents to the exclusive jurisdiction of the state courts situated in the State of Karnataka, India, for adjudication of all disputes arising in connection with this Agreement. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PLATFORM, AND/OR ANY OFFERING.
17.7. In the event that either party hereto shall be prevented from the performance of any obligation hereunder by reason of riots, insurrection, terrorist attacks, war, acts of God, force of nature, or other reasons beyond its control (often referred to as “force majeure”), then performance of such obligation shall be excused for the period(s) of the delay and the period for the performance of any such obligation shall be extended for a period equivalent to the period of such delay, provided the party delayed in performing promptly gives written notice to the other party of its inability to perform, and makes all commercially reasonable efforts to commence performance as soon as possible.
17.8. Nothing contained herein shall in any way be construed to create an agency relationship, joint venture or partnership between the parties hereto.
17.9. Neither party shall be responsible for any obligations of the other, except as specifically provided herein, and neither party shall have the power to bind or obligate the other in any manner whatsoever except as expressly set forth herein.
17.10. Notice. We may give notice to our customer base by means of a general notice on a Platform dashboard (as applicable to the Offering(s)), or notify you by electronic mail to your email address on record in our account information. If you have a dispute with us and wish to provide a notice under the Agreement, or become subject to insolvency or other similar legal proceedings, you shall promptly notify us by written notice directed to Lextrous, A3, Pramur Begonia, 8th Main, Vani Vilas Layout, Mysore – 570002, INDIA.
17.11. Limitation of Claims. You agree that, notwithstanding anything to the contrary, any claim or cause of action arising out of or related to your use of the Platform or Services, or this Agreement, must be filed within one (1) calendar month of the action that gave rise to such claim or action – or be forever barred.
17.12. Third-party Vendors. In order for the Platform and Services to operate as intended, we use certain third-party vendors who may have applicable terms and conditions for the use of their products and/or services – as such terms and conditions may but updated from time to time. By using the applicable products and/or services you agree to be bound by their terms and conditions, and in the event of a conflict between a third-party’s terms and conditions and this Agreement, the terms of the third-party agreement shall control. Such third-party vendors include, but are not limited to:
17.12.1. Wix.com Inc.: https://www.wix.com/about/terms-of-use
17.12.2. Google Analytics: https://marketingplatform.google.com/about/analytics/terms/us/
17.12.3. Adobe Document Services: https://www.adobe.com/legal/terms.html
17.12.4. Google Workspace: https://workspace.google.com/terms/2013/1/premier_terms.html
17.12.5. JotForm: https://www.jotform.com/terms/