These SummerOS Terms and Conditions (the “Agreement“), along with any other terms and policies referenced herein, which are incorporated by reference and form an integral part of this Agreement, as amended from time to time, form a legally binding agreement as of the Effective Date. This Agreement is between you Live Summer, Inc., a Delaware corporation (“Summer“, “we”, or “us”), and you, either individually, or on behalf of your employer or any other entity which you represent (“Customer”, “You”, or “Your”). Summer and Customer may be referred to herein collectively as the “Parties” or individually as a “Party.” This Agreement governs your access, use, registration, and receipt of (i) summeros.com and all related websites owned or operated by Summer (“Sites”), (ii) the Services, as defined below, (iii) any mobile application made available or provided by Summer, and (iv) and any related or ancillary services provided by Summer.

YOU ACKNOWLEDGE THAT THIS AGREEMENT IS BINDING, AND YOU AFFIRM AND SIGNIFY YOUR CONSENT TO THIS AGREEMENT, BY EITHER: (I) CLICKING ON A BUTTON OR CHECKING A CHECKBOX INDICATING ACCEPTANCE OF THIS AGREEMENT; OR (II) REGISTERING TO, USING, OR ACCESSING THE SERVICES, SITES, OR SUMMER MOBILE APPLICATION, WHICHEVER IS EARLIER (THE DATE OF SUCH REGISTRATION OR ACCEPTANCE BEING THE “EFFECTIVE DATE”). IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, DO NOT ACCESS OR USE ANY OF THE SITES, SERVICES, OR MOBILE APPLICATIONS.

1. Definitions.

1. 1. 1. “Aggregated Statistics” means data and information related to Customer’s use of the Services that is used by Summer in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.
      2. “Authorized User” means Customer’s employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement and (ii) for whom access to the Services has been purchased hereunder.
      3. “Customer Data” means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Services.
      4. “Documentation” means Summer’s user manuals, handbooks, and guides relating to the Services provided by Summer to Customer either electronically or in hard copy form/end user documentation relating to the Services available at gosummer.com.
      5. “Summer IP” means the Services, the Documentation, and any and all other intellectual property provided to Customer or any Authorized User in connection with the foregoing. For the avoidance of doubt, Summer IP includes Aggregated Statistics and any information, data, or other content derived from Summer’s monitoring of Customer’s access to or use of the Services, and any derivative products made with Customer Data, but does not include Customer Data.
      6. “Services” means the platforms, products, applications, software, APIs, tools, websites, and any ancillary or related products and services made available by Summer..
      7. “Property” means any specific house, apartment, condominium, multifamily dwelling, apartment complex, or other residential real estate.

2. Access and Uses.

1. 1. 1. Provision of Access. Subject to and conditioned on Customer’s payment of Fees and compliance with all other terms and conditions of this Agreement, Summer hereby grants Customer a non-exclusive, non-transferable (except in compliance with Section 16(g)) right to access and use the Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Customer’s internal use. Summer shall provide to Customer the necessary passwords and network links or connections to allow Customer to access the Services. The total number of Authorized Users will not exceed the number set forth in Exhibit A, except as expressly agreed to in writing by the Parties and subject to any appropriate adjustment of the Fees payable hereunder.
      2. Modification or Discontinuation of Services. Summer reserves the right, in its sole discretion, to make any changes to the Services that it deems necessary or useful to: (a) maintain or enhance: (i) the quality or delivery of Summer’s services to its customers; (ii) the competitive strength of or market for Summer’s services; or (iii) the Services’ cost efficiency or performance; or (b) to comply with applicable Law. Summer may add, modify or discontinue any feature, functionality or any other tool within any Services and/or Sites, at Summer’s discretion and without further notice. However, if any such change would result in a material reduction in the core functionality of the Services, Summer will provide notice of such change by any of the following in Summer’s discretion: posting an announcement on the Sites, via the Services and/or by sending Customer an email.
      3. No Obligation Regarding Future Functionality or Improvements. Customer hereby acknowledges that its purchase of the Services hereunder is not contingent upon, and Summer shall have no obligation to make, any future release of any functionality, feature, or improvement to the Services, and that Summer is under no obligation to continue providing the Services beyond the current Term.
      4. Order Form. The Services may be purchased via an order form, such as a sales order, purchase document or any other instrument as determined by Summer, which shall be completed and made available with the Services, on the Sites, offline, via email, or in any other form designated by us (each, an “Order Form”). Such Order Form will list, at a minimum, the Services ordered, the associated fees, and the subscription plan and term, as applicable. The terms of this Agreement and any Order Form shall supersede the terms of any purchase order or similar document provided by Customer to Summer. In the event of any conflict between the terms of this Agreement and any Order Form, the terms of the Order Form will control.
      5. Subscription. Unless stated otherwise in an Order Form, the Services are provided on a subscription basis for the subscription term specified in the Order Form, in accordance with the respective subscription plan, as applicable, purchased under such Order Form “Subscription Term” and “Subscription Plan”, respectively, and collectively the “Subscription”).
      6. Documentation License. Subject to the terms and conditions contained in this Agreement, Summer hereby grants to Customer a non-exclusive, non-sublicenseable, non-transferable license to use the Documentation during the Term solely for Customer’s internal business purposes in connection with its use of the Services.
      7. Use Restrictions. Customer shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services or Documentation or other Summer IP, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services or Documentation; (v) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person; (vi) use the Services for the purpose of exploiting, harming, or attempting to exploit or harm individuals in any way, including but not limited to, transmitting or or procuring the sending of, any “junk mail,” “chain letter,” “spam,” or any other similar solicitation; (vii) use any automated system, including, without limitation, “robots,” “spiders,” or “offline readers,” to access the Services or any other content or systems of Summer; attempt to introduce viruses or any other computer code, files, or programs that interrupt, destroy, or limit the functionality of any computer software, hardware, or telecommunications equipment; attempt to gain unauthorized access to Summer’s computer network or user accounts; (ix) use the Services for any unlawful, fradulent, or deceptive purpose; or (x) engage in any other inappropriate conduct, as determined by Summer in our sole discretion.
      8. Reservation of Rights. Summer reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Summer IP.
      9. Suspension. Notwithstanding anything to the contrary in this Agreement, Summer may temporarily suspend Customer’s and any Authorized User’s access to any portion or all of the Services if: (i) Summer reasonably determines that (A) there is a threat or attack on any of the Summer IP; (B) Customer’s or any Authorized User’s use of the Summer IP disrupts or poses a security risk to the Summer IP or to any other customer or vendor of Summer; (C) Customer, or any Authorized User, is using the Summer IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Summer’s provision of the Services to Customer or any Authorized User is prohibited by applicable law; (ii) any vendor of Summer has suspended or terminated Summer’s access to or use of any third-party services or products required to enable Customer to access the Services; or (iii) in accordance with Section 5(a)(iii) (any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension”). Summer shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. Summer shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Summer will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension.
      10. Consent to Communications. When you use the Services, you consent to receive communications from Summer electronically via the Services, email, or otherwise.
      11. Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Summer may monitor Customer’s use of the Services and collect and compile Aggregated Statistics. As between Summer and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Summer. Customer acknowledges that Summer may compile Aggregated Statistics based on Customer Data input into the Services. Customer agrees that Summer may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law.

3. Customer Account Creation and Administration.

1. 1. 1. Account Creation. To register for and use the Services, Customer shall create an account for the Services (“Account”). The first user of the Account is automatically assigned as an Account administrator (“Admin”). Further details regarding Admin roles and responsibilities can be found below. If You are an individual and are added as an Authorized User to the Account of Your employer or another entity, You will be required to create an Account, which will be connected to the Account of Your employer or other such entity.
      2. Customer Information. When creating an Account or when You are added as an Authorized User, You: (i) agree to provide Summer with accurate, complete, and current registration information about Yourself; (ii) acknowledge that it is Your responsibility to ensure that your password or passcode remains confidential and secure; (iii) agree that You are fully responsible for all activities that occur under your Account, including any integration or any other use of third party products or services (and associated disclosure of data) in connection with the Services; and (iv) agree to promptly notify Summer in writing if You become aware of any unauthorized access or use of Your Account or any breach of this Agreement. Summer may assume any communications received under your Account have been made by You. You will be solely responsible and liable for any losses, damages, liability and expenses incurred by Summer or a third party, due to any unauthorized usage of Your Account by either You or any other Authorized User or third party on your behalf.
      3. Account Admins. The Admin(s) of an Account are, severally and jointly, deemed as the authorized representatives of Customer, and any decision or action made by any Admin, is deemed as a decision or action of Customer. An Admin may assign or add other members of the Account as Admins, which possess important privileges and controls over the use of the Services and the Account, including, without limitation: (i) control Customer and Authorized Users’ use of the Account; (ii) purchase, upgrade or downgrade Services; (ii) create, monitor or modify Authorized Users’ actions and permissions; (iii) manage the access to, control, remove, share posts or otherwise change, all or part of the Customer Data (as defined below); (iv) assign certain privileges to other Authorized Users; and (v) integrate or disable integration with Third Party Services. You also acknowledge that your Account can become managed by a representative of the entity that owns or controls the email address domain with which your Account was created or registered. Customer is solely liable and responsible for (a) understanding the settings, privileges and controls for the Services, (b) controlling whom Customer permits to become an Authorized User and/or Admin, and (c) the actions of Admins and Authorized Users.

4. Customer Responsibilities.

1. 1. 1. General. Customer is responsible and liable for all uses of the Services and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall use reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the Services, and shall cause Authorized Users to comply with such provisions.
      2. Representations and Warranties. If You represent your employer or any other entity, you represent and warrant that (a) You have full legal authority to execute this Agreement and bind Your employer or such other entity (as applicable) to this Agreement, (b) the performance of its obligations under this Agreement will not be prohibited by any agreement with any third party; and (c) neither You nor any executive officer of Your employer or such other entity is, as of the Effective Date, an individual with whom any United States law, regulation, or executive order prohibits United States companies and individuals from dealing (including any individual whose name appears on the Office of Foreign Assets Control Specially Designated Nationals and Blocked Person List). If You are an individual, you represent and warrant that (a) You are at least twenty-five (25) years of age and legally able to enter into this Agreement, (b) the performance of its obligations under this Agreement will not be prohibited by any agreement with any third party, and (c) You are not an individual with whom any United States law, regulation, or executive order prohibits United States companies and individuals from dealing (including any individual whose name appears on the Office of Foreign Assets Control Specially Designated Nationals and Blocked Person List).

5. Fees and Payment.

1. 1. 1. Fees. Customer shall pay Summer the fees (“Fees“) as set forth on any applicable Order Form without offset or deduction. Customer shall make all payments hereunder in US dollars on or before the due date set forth in each applicable Order Form or invoice. Unless expressly set forth herein or on an Order Form, the Fees are non-cancelable and non-refundable. If Customer fails to make any payment when due, without limiting Summer’s other rights and remedies: (i) Summer may charge interest on the past due amount at the rate of one point five percent (1.5%) per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Customer shall reimburse Summer for all costs incurred by Summer in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and (iii) if such failure continues for thirty (30) days or more, Summer may suspend Customer’s and its Authorized Users’ access to any portion or all of the Services until such amounts are paid in full. Summer reserves the right to modify the Fees upon at least one month’s prior notice to Customer, provided that any such modification will not take effect until the next renewal for existing Subscription Terms.
      2. Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Summer’s income.
      3. Payment. Customer hereby authorizes Summer, either directly or through an affiliate or a payment processing service, to charge, request and collect payments due hereunder (or otherwise charge, refund or take any other billing actions) from Customer’s payment method or designated banking account, and to make any inquiries that we (or our affiliates and/or third-parties acting on our behalf) may consider necessary to validate Customer’s designated payment account or financial information, in order to ensure prompt payment, including for the purpose of receiving updated payment details from Customer’s credit card company or banking account (e.g., updated expiry date or card number as may be provided to us by Customer’s credit card company). Customer agrees to provide Summer and maintain updated, accurate and complete billing information.
      4. Auto-Renewal of Subscriptions. In order to ensure that Customer will not experience any interruption to or loss of the Services, Customer’s Subscription includes an automatic renewal option, which is enabled by default. Accordingly, unless Customer cancels its Subscription prior to its expiration with sufficient notice, which, unless stated otherwise in the applicable Order Form, shall be no less than thirty (30) days prior to the Subscription’s expiration, the Subscription will automatically renew upon the end of the then applicable Subscription Term, for a renewal period equal in time to the original Subscription Term and, unless otherwise notified to Customer, with the same Fees, excluding any discount or other promotional offer provided for the expiring Subscription Term. Except as expressly set forth herein or in an applicable Order Form, in the event Customer cancels its Subscription during a Subscription Term, Customer will not be refunded or credited for any unused period within the Subscription Term.
      5. Excessive Use. Summer reserves the right to, where Summer in its sole discretion believe that Customer and/or any of its Authorized Users, have misused the Services or otherwise use the Services in an excessive manner compared to the anticipated standard use, to amend the Fees and/or impose additional fees or other restrictions on use of the Services.

6. Confidential Information.

1. 1. 1. From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, and whether or not marked, designated or otherwise identified as “confidential” (collectively, “Confidential Information“). The Confidential Information of Summer includes all Feedback, the Summer IP, all pricing information, and the terms of this Agreement.
      2. Confidential Information does not include information that, at the time of disclosure is: (i) in the public domain; (ii) known to the receiving Party at the time of disclosure; (ii) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (iv) independently developed by the receiving Party without use of or reference to the Confidential Information.
      3. The receiving Party shall not disclose the Disclosing Party’s Confidential Information to any person or entity, except to: (i) its and its corporate affiliates’ employees, and (ii) its and its corporate affiliates’ legal, financial, and technical advisors, who have a need to know such Confidential Information for the receiving Party to exercise its rights or perform its obligations under this Agreement, provided that each such person or entity is bound by confidentiality obligations no less protective than those set forth in this Agreement. The receiving Party shall be responsible for any breach of this Agreement by any such recipients of the Confidential Information.
      4. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party’s rights under this Agreement, including to make required court filings.
      5. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed; provided, however, that the receiving Party may retain copies of Confidential Information (i) in accordance with any bona fide document retention policy, or (ii) pursuant to any automatic computer back-up procedures.
      6. Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.

7. Intellectual Property Ownership; Feedback; Marketing.

1. 1. 1. Summer IP. Customer acknowledges that, as between Customer and Summer, Summer owns all right, title, and interest, including all intellectual property rights, in and to the Summer IP.
      2. Customer Data. Summer acknowledges that, as between Summer and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to Customer Data. Customer hereby grants to Summer a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Summer to provide the Services to Customer, develop and improve the Services, and create other, derivative products.
      3. Content Created from Services. Customer hereby grants to Summer a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display content created by Customer from the Services and perform all acts with respect to the content created by Customer as may be necessary for Summer to provide the Services to Customer, develop and improve the Services, and create other, derivative products.
      4. Feedback. If Customer or any of its employees or contractors sends or transmits any communications or materials to Summer by mail, email, telephone, or otherwise, suggesting or recommending changes to the Summer IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback“), Summer is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Customer hereby assigns to Summer on Customer’s behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and Summer is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Summer is not required to use any Feedback.
      5. Marketing and Publicity. Where Customer is a business entity, Customer hereby grants to Summer a non-exclusive, royalty-free, worldwide license to use Customer’s name, branding, and logos (“Customer Marks”) to identify Customer as a user of Summer’s services in Summer’s marketing materials, presentations, press releases, case studies, and websites. Where Customer provides Summer with Customer’s current trademark and brand usage guidelines, Summer shall use Customer Marks in accordance with such guidelines. From time to time during the Term, Customer shall review and respond in good faith to Summer requests for Customer’s participation in co-marketing activities, such as joint press releases, interviews or joint case studies. Summer may only proceed with any specific co-marketing activity upon Customer’s written approval, which shall not be unreasonably withheld.
      6. Customer Responsibility for Customer Data. Customer represents and warrants that (i) it has or has obtained obtained all rights, licenses, consents, permissions, power and/or authority, necessary to grant the rights granted herein, for any Customer Data that Customer submits, posts or displays on or through the Services; and (ii) the Customer Data that Customer submits, Customer’s use of such Customer Data, and Summer’s use of such Customer Data, as set forth in this Agreement, do not and shall not (a) infringe or violate any patents, copyrights, trademarks or other intellectual property, proprietary or privacy, data protection or publicity rights of any third party; (b) violate any applicable local, state, federal and international laws, regulations and conventions, including those related to data privacy and data transfer and exportation; (c) violate any of Customer’s or any third party’s policies and terms governing the Customer Data. Other than Summer’s security and data protection obligations expressly set forth in herein, Summer assumes no responsibility or liability for Customer Data, and Customer shall be solely responsible for Customer Data and the consequences of using, disclosing, storing, or transmitting it.

8. Data Privacy.

1. 1. 1. Privacy. All exchanges of information considered “personal information” or “personal data” under applicable data protection laws shall be governed by the the terms of the Summer Data Processing Agreement (“DPA”) available at https://summeros.com/legal/data-processing-agreement/ and incorporated herein by reference. By using the Services, Customer also accepts the DPA.
      2. Privacy Policy. As a part of accessing or using the Services and the Sites, we may collect, access, use and share certain personal data from and/or about you. Please read our Privacy Policy, which is incorporated herein by reference, for a description of such data collection and use practices.

9. Trial Services; Beta Services.

1. 1. 1. Trial Services and Free Versions. Summer may offer the Services on a free or trial basis for a limited duration and with full or limited functionality (“Trial Services”). The term of the Trial Services shall be as communicated to you within the Services, in an Order Form or separately in writing by Summer. Customer or Summer may terminate Trial Services at any time for any reason or for no reason. Summer reserves the right to modify, cancel and/or limit the Trial Services at any time, with or without notice, and without liability.
      2. Beta Services. Summer may offer, from time to time, certain Services or features or parts thereof as alpha, beta, pre-release, or experimental versions (“Beta Services”). Beta Services are still under development, and as such they may be inoperable or incomplete, and may contain bugs, suffer disruptions and/or not operate as intended and designated, more than usual.
      3. Specific Terms For Trial Services and Beta Services. All Trial Services and Beta Services are licensed hereunder on an “As-Is”, “With All Faults” “As Available” basis, with no representations and/or warranties, express or implied, of any kind. We make no promises that any Trial Services and/or Pre-Released Services will be made available to you and/or generally available. IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF SUMMER OR ITS AFFILIATES IN CONNECTION WITH THE USE, ACCESS, OR PROVISION OF TRIAL SERVICES OR BETA SERVICES EXCEED ONE HUNDRED DOLLARS ($100).

10. Affiliate Links and Commission.

The Services and Sites may contain links to affiliate websites, and we may receive an affiliate commission for any purchases made by you on the affiliate website using such links. We are members of various affiliate programs, such as the Amazon Services LLC Associates Program, an affiliate advertising program designed to provide a means for us to earn advertising fees by linking to Amazon.com and affiliated websites.

11. Links to Other Websites and Services.

The Services and Sites may contain links to third-party services and resources, the availability and content of which Summer does not control. We are not responsible for examining or evaluating, and we do not make any warranty regarding the content or offering of such services and resources. Summer does not assume any responsibility or liability for the actions, products, and content of third-party services and resources. Any concerns regarding any such services or resources should be directed to the relevant third party.

1. 1. 1. No Financial, Legal, or Professional Advice. SUMMER IS NOT A FINANCIAL, LEGAL, OR PROFESSIONAL ADVISOR. THE SERVICES AND ALL CONTENT WITHIN, ARE FOR INFORMATION PURPOSES ONLY. THE SERVICES AND ALL CONTENT WITHIN ARE NOT INTENDED TO PROVIDE LEGAL, TAX, INVESTMENT, REAL ESTATE, FINANCIAL, OR OTHER PROFESSIONAL ADVICE. You are responsible for making your own financial and property management decisions, and you expressly acknowledge that Summer makes no guarantees regarding the accuracy of any information, data, forecasts, trend analysis, or any other content in or created through the Services.

12. Warranty Disclaimer.

THE SUMMER IP IS PROVIDED “AS IS” AND SUMMER HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. SUMMER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. SUMMER MAKES NO WARRANTY OF ANY KIND THAT THE SUMMER IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

13. Customer Indemnification.

Customer shall indemnify, hold harmless, and, at Summer’s option, defend Summer and its affiliates, and their respective directors, officers, employees, contractors, and agents from and against any third-party demands, suits, proceedings, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees and court costs) (“Third-Party Claims”) arising out of or in connection with any claim or allegation that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party’s intellectual property rights and any Third-Party Claims arising out of or in connection with Customer’s or any Authorized User’s (i) negligence or intentional or willful misconduct; (ii) use of the Services in a manner not authorized by this Agreement; (iii) use of the Services in combination with data, software, hardware, equipment or technology not provided by Summer or authorized by Summer in writing; or (iv) modifications to the Services not made by Summer, provided that Customer may not settle any Third-Party Claim against Summer unless Summer consents to such settlement, and further provided that Summer will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.

14. Limitations of Liability.

IN NO EVENT WILL SUMMER BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (A) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (B) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (C) LOSS OF GOODWILL OR REPUTATION; (D) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (E) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER SUMMER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL SUMMER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED TWO TIMES THE TOTAL AMOUNTS PAID TO SUMMER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE FIRST ACT OR EVENT GIVING RISE TO LIABILITY. FOR PURPOSES OF CLARITY, THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT. THE FOREGOING LIMITATION WILL NOT APPLY WITH RESPECT TO ANY INTENTIONAL OR WILLFUL MISCONDUCT, GROSS NEGLIGENCE, OR ANY LIABILITIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

15. Term and Termination.

1. 1. 1. Term. This Agreement is in full force and effect, commencing upon the Effective Date, until the end of all Subscriptions to the Services underlying the Account, either paid or unpaid, unless terminated otherwise in accordance with this Agreement (the “Term”).
      2. Termination. In addition to any other express termination right set forth in this Agreement:
         1. Summer may terminate this Agreement, effective on written notice to Customer, if Customer: (A) fails to pay any amount when due hereunder, and such failure continues more than ten (10) days after Summer’s delivery of written notice thereof; or (B) breaches any of its obligations under Section 2(g) or Section 6;
         2. either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach; or
         3. either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
      3. Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, Customer shall immediately discontinue use of the Summer IP and, without limiting Customer’s obligations under Section 6, Customer shall delete, destroy, or return all copies of the Summer IP and certify in writing to the Summer that the Summer IP has been deleted or destroyed. No expiration or termination will affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination, or entitle Customer to any refund.
      4. Survival. This Section 15(d) and Sections 1, 4, 5, 6, 7(d), 12, 13, 14, 16(f), and any provisions that by their nature should survive termination or expiration of this Agreement shall survive the termination or expiration of this Agreement.
      5. Modifications. Summer may make changes to these Terms for valid reasons, such as adding new functions or features to the Services, technical adjustments, typos or error fixing, for legal or regulatory reasons or for any other reasons as Summer deems necessary, at Summer’s sole discretion. When Summer makes material changes to these Terms, Summer will provide Customer with notice as appropriate under the circumstances in Summer’s sole discretion, e.g., by displaying a notice within the Services or by sending Customer an email. Customer’s continued use of the Services after the changes have been implemented will constitute Customer’s acceptance of the changes.

16. Miscellaneous.

1. 1. 1. Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous communications and proposals, whether oral or written, relating to the subject matter hereof.
      2. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice“) must be in writing. Summer will provide notices to Customer via the contact details in your Account. Summer’s contact details for notices are provided below. Customer acknowledges and agrees Summer may provide any notice in connection with this Agreement or as otherwise related to the Services via any of the following in Summer’s discretion: notification within the Services, by posting in Customer’s Account, e-mail, or first class mail, airmail, or overnight courier. You further acknowledge that an electronic notification satisfies any applicable legal notification requirements. Except as otherwise provided in this Agreement, a Notice is effective (i) upon receipt by the receiving Party or within twenty-four (24) hours of sending, whichever is earlier; and (ii) only if the Party giving the Notice has complied with the requirements of this Section.Summer Contact Information: VIA MAIL: Live Summer Inc. Attn: Legal Department 31 Hudson Yards, Fl 11 New York, NY 10001 AND VIA EMAIL: legal@gosummer.com
      3. Force Majeure. In no event shall Summer be liable to Customer or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond Summer’s reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
      4. Waiver. No waiver by either Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. The failure of either Party to enforce at any time any provision of this Agreement shall in no way be construed to be a waiver of such provision or of any other provision hereof.
      5. Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
      6. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law principles. Any disputes under this Agreement shall be brought in the state courts and the Federal courts located in New York City, New York, and the parties hereby consent to the personal jurisdiction and exclusive venue of these courts.
      7. Assignment. Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Summer. Any purported assignment or delegation in violation of this Section will be null and void. Summer may assign its rights hereunder upon written notice to Customer. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.
      8. Export Regulation. The Services utilize software and technology that may be subject to US export control laws, including the US Export Administration Act and its associated regulations. Customer shall not, directly or indirectly, export, re-export, or release the Services or the underlying software or technology to, or make the Services or the underlying software or technology accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. Customer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Services or the underlying software or technology available outside the US.
      9. Relationship of Parties. The relationship between Customer and Summer is one of independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, fiduciary, or employment relationship between the Parties. Each Party is an independent contractor of the other and shall not have, and shall not represent to any third party that it has, any authority to bind or obligate the other Party in any manner. Neither Party shall make any representations or warranties on behalf of the other Party without the other Party’s prior written consent.
      10. Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 6 or, in the case of Customer, Section 2(g), would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.

Applicability & Eligibility

You should read this Statement carefully and often. By accessing, browsing, or otherwise using the Site, or by using any of our services, you confirm that you have read and understood this Statement. If you do not agree to this Statement, you may not use the Site.

This Statement applies regardless of how the Site is accessed and will cover any technologies or devices by which we make the Site available to you.

We may provide you with additional privacy notices upon your interactions with us. It is important that you read this Statement together with any other notices or policies we may provide so that you are fully aware of how and why we are using your data.

If you have any questions or concerns about our Personal Information policies or practices, you can contact us in the methods described below in the “How to Contact Us” section below.

Information You Provide

• Completing Forms on Our Site. If you request to receive information, participate in a survey, or fill out any forms on our Site, we may ask you to provide Personal Information such as your name, phone number, email address, and/or mailing address.
• When You Contact Us. If you send us an email, text message, or any other form of communication, or if we message you, we will collect your contact information and other information relating to or contained in the message.
• When You Use Our Services. If you use our services, we will need to collect Personal Information about you. Such information may vary, but it will frequently include name, phone number, and email address.
• Social Media or Blog. If you interact with our Site by sharing on a social media platform or on our blog or reviews platform, we may collect information that you post.  Please note that your comments will be visible to the public, so you should never share Personal Information that you would like to keep private.
• Job Applications and Employment. If you apply for a job with or are employed by us, we may collect various pieces of information about you, including Personal Information. Such information may vary, but it will frequently include name, phone number, and email address and information contained on your resume or CV.

Information We Collect as You Navigate Our Site

We automatically collect certain Personal Information as you use the Site, such as the following:

• Usage Information. We may collect information automatically through your use of the Site, such as which of the pages on the Site you access, the frequency of access, and what you click on while on our Site.
• Device Information. We may collect information about the device you are using, such as hardware model, operating system, application version number, browser, and IP addresses.
• Mobile Device Information. When you access our Site via a browser on your mobile device, we may also collect mobile network information, including telephone number, the unique device identifier assigned to that device, mobile carrier, operating system, and other device attributes.

How Do We Use Cookies and Other Tracking Technologies?

We may send one or more Cookies to your computer or other device.  We also use other similar technologies such as tracking pixels, tags, or similar tools when you visit our Site.  These technologies can collect data regarding your operating system, browser type, device type, screen resolution, IP address, and other technical information, as well as navigation events and session information as you interact with our Site.  This information allows us to understand how you use the Site.

What Are Cookies?

“Cookies” are small files created by websites, including our Site, that reside on your computer’s hard drive and that store information about your use of a particular website.  When you access our Site, we use Cookies and other tracking technologies to:

• Estimate our audience size and usage patterns;
• Store information about your preferences, allowing us to customize our Site according to your individual needs;
• Contact you to provide you with information or services that you request from us;
• Advertise new content, events, and services that relate to your interests;
• Provide you with more personalized content that is most relevant to your interest areas; and
• Recognize when you return to our Site.

We set some Cookies ourselves and others are set by third parties.  You can manage your Cookies preference as described in the “Managing Your Cookies” section below.

What Types of Cookies Do We Use and Why?

These are the different types of Cookies that we and our service providers may use on the Site:

• Essential Cookies. These Cookies are required for the operation of the Site and enable you to move around the Site and use its features.  Disabling these Cookies can negatively impact the Site’s performance.
• Analytics, Performance and Research Cookies. These Cookies allow us to analyze activities on the Site.  They can be used to improve the functioning of the Site.  For example, these Cookies recognize and count the number of visitors and see how they move around the Site.  Analytics Cookies also help us measure the performance of our advertising campaigns to help us improve them and to optimize the Site’s content for those who engage with our advertising.
• Functionality Cookies. These Cookies are used to recognize you when you return to the Site.  This enables us to personalize content for you and remember your preferences.
• Social Networking Cookies. These Cookies are used to enable you to share pages and content that you find interesting on our Site through third-party social networking and other websites.  These Cookies may also be used for advertising purposes.

How Long Do Cookies Stay on My Device?

Some Cookies operate from the time you visit the Site until the end of that particular browsing session.  These Cookies, which are called “session cookies,” expire and are automatically deleted when you close your Internet browser.

Some Cookies will stay on your device between browsing sessions and will not expire or automatically delete when you close your Internet browser.  These Cookies are called “persistent cookies” and the length of time they will remain on your device will vary from Cookie to Cookie.  Persistent Cookies are used for a number of purposes, such as storing your preferences so that they are available for your next visit and to keep a more accurate account of how often you visit the Site, how your use of the Site may change over time, and the effectiveness of advertising efforts.

Managing Your Cookies

It may be possible to block Cookies by changing your Internet browser settings to refuse all or some Cookies.  If you choose to block all Cookies (including essential Cookies), you may not be able to access all or parts of the Site.

You can find out more about Cookies and how to manage them by visiting www.AboutCookies.org.

Google Analytics

We use Google Analytics, a web analytics service provided by Google, Inc.  Google Analytics uses Cookies or other tracking technologies to help us analyze how users interact with the Site, compile reports on the Site’s activity, and provide other services related to Site activity and usage.  The technologies used by Google may collect information such as your IP address, time of visit, whether you are a returning visitor, and any referring website.  The technologies used by Google Analytics do not gather information that personally identifies you.  The information generated by Google Analytics will be transmitted to and stored by Google and will be subject to Google’s privacy policies.  To learn more about Google’s partner services and to learn how to opt-out of tracking of analytics by Google, click here.

We also use Google Remarketing features to collect data about visitors to our Site to, among other things, deliver advertising content on sites across the Internet in a manner that is specifically directed toward the interests expressed by the visitors while on our Site. Google uses Cookies to serve ads based on someone’s past visits to the Site. You can opt-out of Google’s use of Cookies to serve ads based on your past visits to the Site via the following link: Google Ad Settings.

Ortto Services

We use Ortto, a web analytics service provided by Ortto, Inc.  Orrto uses Cookies or other tracking technologies to help us analyze how users interact with the Site, compile reports on the Site’s activity, and provide other services related to Site activity and usage.

To learn more about Ortto’s privacy practices, see ortto.com/privacy/.

Does the Site Respond to “Do Not Track” Signals?

There is currently no industry agreed-upon response to a Do Not Track signal.  At this time, our Site does not respond differently based on a user’s Do Not Track signal.

How We Use Personal Information

We use Personal Information we collect about you or that you provide to us in the following ways:

• To present our Services, Site and its contents in a suitable and effective manner for you and your device;
• To contact you to provide you with information or services that you request from us;
• To advertise opportunities, services, or opportunities that we think may be of interest to you;
• To provide customer support, troubleshoot issues, manage accounts, and respond to requests, questions, or comments;
• To carry out our obligations and enforce our rights arising from any contracts; and
• To notify you about any additions, upgrades, or changes in our services.

Your Privacy Rights

Certain states in the U.S., including California, Colorado, Connecticut, Delaware, Florida, Indiana, Iowa, Montana, Oregon, Tennessee, Texas, Utah, and Virginia provide (now or in the future) their state residents with rights related to their Personal Information. Although some of these rights apply generally, certain rights will only apply to limited individuals or circumstances. To the extent that these laws apply, you may exercise the following rights:

• Right to Know and Access Information. Note that much of the information you are entitled to know or access is disclosed in this Privacy Notice. With this said, you have the right to know about our information practices. You also have the right to access the categories of data we collect, with whom we share or sell that information, and, in some cases, what specific Personal Information we associate with you or your account.
• Right to Data Portability. If you request a copy of your specific information then we will provide it in an easily accessible format.
• Right to Deletion or Erasure. You may request that we delete the information we have collected about you. Depending on the applicable law, in some cases we are required or permitted to retain your information, even if you validly requested we delete or erase it.
• Right to Correct Information. You may request we correct or rectify inaccurate information we have collected about you.
• Right to Opt out of Targeting Advertising, Sales, or Profiling. You may opt-out of our use of your Personal Information for targeted advertising, sales, or profiling in furtherance of decisions that produce legal or similarly significant effects. Please note that we do not use information collected about you for these activities at this time.

To exercise any of your privacy rights, contact us via email at legal@gosummer.com or via phone at: (833) 218-8756. Please include your email address, full name, and your specific information about your request(s) and, if applicable, specifically what information you do not want to receive. If you would like to update or correct your email address, street address, or other information with us, please include specific details about the information you wish to have updated or corrected.

For requests submitted by email, you must provide enough information that allows us to verify your identity. Only you or your authorized agent may make requests regarding your Personal Information. An authorized agent must have documentation that they are authorized to act on your behalf. We will fulfill or reject your request within the amount of time required by law.

We will confirm that we received your request within ten (10) days and will respond within forty-five (45) days of its receipt. If we require more time, we will inform you of the reason and extension period in writing. The response we provide will also explain the reasons we cannot comply with a request, if applicable. For data portability requests, we will select a format to provide your Personal Information that is readily useable and should allow you to transmit the information from one entity to another entity without hindrance.

We do not charge a fee to process or respond to your request unless it is excessive, repetitive, or manifestly unfounded. If we determine that the request warrants a fee, we will tell you why we made that decision and provide you with a cost estimate before completing your request.

Appeal. If we deny your rights request, you have the right to request an appeal of our decision. To initiate an appeal, follow the instructions provided in the communication denying your request, or contact us at the information provided in this Notice.

Non-Discrimination. You have the right to not experience discrimination from us for exercising the rights listed in this section. What we mean by discrimination is denying you access to our Services or limiting the quality of our Services. However, limiting use of, or deleting, your Personal Information may restrict the purposes or uses that rely on that information.

Nevada Privacy Rights. Nevada residents have the right to opt-out of the sale of their Personal Information by emailing us (see our contact information below) and including “NV Sale Opt Out Request” in the subject line. Please note we will take reasonable steps to verify your identity and the authenticity of the request.

Advertising and Marketing Choices

We respect your rights in how your Personal Information is used and shared.  If at any time you would like to unsubscribe from receiving future emails, you can email us at: [placeholder] as well as follow the instructions at the bottom of each email and we will promptly remove you from all correspondence.  Please note, however, that we may still need to contact you regarding other matters.

Third-Party Links

The Site may contain links to third-party websites, including affiliate links.  When we provide links, we do so only as a convenience and do not endorse any products or services and are not responsible for any content of any third-party website or any links contained within. We may receive a commission for products ordered through our affiliate links. It is important to note that this Statement only applies to this Site.  When you click on an affiliate or third party link, third parties may collect Personal Information about you. We are not responsible and assume no responsibility for any Personal Information collected, stored, or used by any third party as a result of you visiting their website.  We also advise that you read the privacy notice of any third-party websites you choose to visit carefully.

Calendaring

We use Cal.com to provide us with meeting scheduling services. Cal.com may use information collected from cookies. The Cal.com Privacy Notice can be found here.

Data Security

We take various reasonable organizational and technical measures to protect your Personal Information from unauthorized access, disclosure, alteration, or destruction.  If required by law to do so, we will notify you and/or the relevant supervisory authority in the event of a data breach.

However, we cannot and do not guarantee complete security, as it does not exist on the Internet.

Children’s Privacy

The features, programs, promotions and other aspects of our services requiring the submission of Personal Information are not intended for anyone under 18 years of age.  We do not knowingly collect Personal Information from children under the age of 13.  If you are a parent or guardian of a child under the age of 13 and believe he or she has disclosed Personal Information to us, please contact us at legal@gosummer.com.

This Is a U.S. Website

The servers that support this Site are located in the United States, and this Site is intended for United States residents. By using the Site, you freely and specifically give us your consent to process your Personal Information to the United States and to store and use it in the United States.  You understand that data stored in the USA may be subject to lawful requests by the courts or law enforcement authorities in the USA.

Policy Changes

This Statement may change from time to time.  We will post any changes to this Statement on this page, and you should check these terms when you use the Site.

How to Contact Us

Should you have other questions or concerns about this Statement, please feel free to contact us at legal@gosummer.com.