LAST UPDATED NOVEMBER 20th, 2024

TERMS OF SERVICE AGREEMENT

This Terms of Service Agreement ("TSA") constitutes a legally binding agreement between Lellenci Cloud ("Lellenci Cloud") and you ("You" or "Customer"). This TSA governs your use of and access to the services provided by Lellenci Cloud ("Services"). By using the Services, you acknowledge that you have read, understood, and agreed to be bound by these terms. If you do not agree with these terms, do not use the Services.

1. Acceptance of Terms

This Agreement becomes effective immediately upon the first occurrence of:

Order Form ExecutionCompletion of the Account Registration Form Onboarding First Use of the Services

If you are acting on behalf of a corporate customer, you represent that you have the full legal authority to bind that customer to this TSA. Lellenci Cloud recommends printing a copy of this TSA for your records.

2. Services

2.1 Provision of Services:Lellenci Cloud will provide the Services as specified in an Order. An "Order" refers to the online order specifying the Services to be provided. By submitting an Order, the Customer agrees that it becomes part of this TSA.2.2 Definitions:"Services" include Subscription Services and/or Professional Services."Subscription Services" are web-based software-as-a-service offerings, including access to the Lellenci Cloud Platform."Lellenci Cloud Platform" is Lellenci Cloud's proprietary technology and intellectual property."Professional Services" include configuration, deployment, development assistance, testing, training, and consulting.

3. Subscription Services

3.1 General:During the Subscription Term, Lellenci Cloud grants the Customer the right to allow its employees and contractors ("Users") to use the Subscription Services for internal business purposes.3.2 Subscription Term:The "Subscription Term" is the duration of access to the Subscription Services as specified in the Order.3.3 Service Improvements:Lellenci Cloud may make changes or improvements to the Subscription Services at no additional charge.3.4 Auto-Renewal:Subscriptions automatically renew for the same term length. The credit card on file will be charged unless the Customer opts out of auto-renewal or terminates according to section 5.2.

4. Technical Support

Lellenci Cloud will provide reasonable support for the Subscription Services via [email protected]. Basic support is provided at no additional charge. Lellenci Cloud will strive for 24/7 service availability, except for planned downtime (with at least 8 hours' notice) and events beyond Lellenci Cloud's control.

5. Compliance with Laws

The Customer must comply with all applicable laws, including privacy, export control, data protection, and confidentiality laws. The Customer is responsible for implementing privacy protections and security measures.

6. Term and Termination

6.1 Term:The TSA begins on the Effective Date and continues for the Initial Term specified in the Order. It automatically renews for 12-month terms unless either party provides written notice of termination (60 days prior to the Initial Term expiry, 30 days prior to any Renewal).6.2 Suspension/Termination:The TSA may be suspended or terminated for non-payment or material breach of the Agreement (if the breach is not cured within 30 days of written notice).6.3 Effect of Termination:Upon termination, the Customer loses access to the Services and must return or destroy Confidential Information. Certain obligations, such as confidentiality, survive termination.6.4 Lellenci Cloud Advertisements:Upon termination, Lellenci Cloud advertisements may continue to run, and the Customer is responsible for managing them.

7. Disclaimer

The Services are provided "AS IS" and "AS AVAILABLE." Lellenci Cloud disclaims all warranties, including implied warranties of merchantability and fitness for a particular purpose. Lellenci Cloud does not warrant that the Services will be uninterrupted, error-free, or secure. The Customer assumes all risks associated with using the Services.

8. Limitation of Liability

Lellenci Cloud's liability is limited to the fees paid by the Customer in the 12 months preceding the claim, except for payment obligations, breaches of ownership or confidentiality, indemnification obligations, and damages from fraud, gross negligence, or willful misconduct. Neither party is liable for consequential, indirect, special, or incidental damages.

9. Disputes

Disputes will be resolved through the following process:

Executive officer resolutionMediation (in Ottawa, Ontario)Litigation in the courts of Ottawa, Ontario.

Claims must be brought within two years of becoming aware of the claim.

10. Ownership

Lellenci Cloud or its licensors own all rights, title, and interest in the Services and related materials.

11. Governing Law

This TSA is governed by the laws of the Province of Ontario, Canada. Disputes are subject to the exclusive jurisdiction of the courts in Ottawa, Ontario. The right to a jury trial is waived.

12. Mobile Terms of Service

12.1 SMS Program:The Lellenci Cloud SMS Program sends notifications, updates, and promotional messages. Message frequency varies.

12.2 Opt-Out:Text "STOP" to opt out.

12.3 Rejoin:Text "START" to rejoin.

12.4 Help:Text "HELP" or contact support.

12.5 Carrier Liability:Carriers are not liable for delayed or undelivered messages.

12.6 Message and Data Rates:Standard rates may apply.

12.7 Privacy:Information is used per the Privacy Policy.

12.8 Compliance:Lellenci Cloud complies with industry standards (CTIA, TCPA).

12.9 Legal Violations:Violations (phishing, illegal content, SHAFT) may result in fines and suspension.

13. General Provisions

13.1 Eligibility:Users must be 18+ and authorised number holders.

13.2 Changes to Terms:Lellenci Cloud may modify these terms.

13.3 Governing Law:The laws of [your state/province/country] govern these terms.

This revised version aims to be more structured, clear, and professional, making it easier for readers to understand the terms and conditions.