Vendor Terms of Service
These Vendor Terms of Service (“Vendor Agreement”) constitute an agreement between LITT Global US Pty Ltd (“LITT Global,” “we,” “us,” or “our”) and any party that signs up to use the Business Manager Platform as a vendor and who is approved by LITT Global or any of its affiliates to promote and/or provide goods and/or services on the App (“Vendor,” “you,” or “your”). The Vendor Agreement is part of LITT Global’s User Terms of Service agreement (collectively, the “Agreements”) and is incorporated therein by this reference. Any capitalized terms used herein and not otherwise defined will have the same definitions as set forth in the User Terms of Service agreement.
Each Vendor should read this Vendor Agreement carefully—they contain important information about a Vendor’s rights and obligations, including specific limitations or requirements that may be applicable to the Vendor when using the Business Manager Platform as well as any of LITT Global’s websites. Capitalized terms used and undefined in this preamble have the meanings given to those terms in section 1 below.
By creating a Vendor Account and/or using the Business Manager Platform, you as a Vendor agree to the terms of this Vendor Agreement and to any amendments which may be made from time to time in the manner provided for below.
– Advertisement means an advertisement in connection with a Vendor’s Business that is made accessible to Members to view and/or interact with on the App.
– Advertisement Package means a package of advertisement options which LITT Global may offer to Vendors for purchase and which allows a Vendor to display its Advertisement (subject to the prior approval of LITT Global) to Members on the App.
– App means the proprietary social media and augmented reality software application (in iOS and Android formats) known as “LITT App” developed by or on behalf of, and owned by, one or more of the LITT Parties, together with all adaptations, modifications, amendments, extensions, revisions, updates, upgrades and other changes to those products, as designed to be used by Members, and which is available on the Google Play Store and Apple Inc.’s App Store in the United States.
– Business means the business operated by a Vendor as specified during the Vendor’s Account registration process.
– Business Manager Platform means the web-based application developed by or on behalf of, and owned by, one or more of the LITT Parties, together with all adaptations, modifications, amendments, extensions, revisions, updates, upgrades and other changes to those products, as designed to be used by Vendors.
– Claim means any claim in law or equity, or under statute, for a remedy of any nature whatsoever, whether contingent, prospective, actual or otherwise and including any and all claims, actions, sums of money, arbitrations, suits, counterclaims, demands, causes of action, debts due, verdicts, judgments, Losses, account reckonings, proceedings and charges.
– Content includes, without limitation, all text, images, video, audio, or other material on or resulting from the Services, including information on Users’ accounts, User submissions, and responses to any surveys.
– Gift Voucher means a store gift voucher that may be used to purchase goods and/or services on the App from a particular Vendor.
– Law means any law or legal requirement, including at common law, in equity, under any statute, regulation or by-law and any decision, directive, guidance, order, decree, guideline or requirements of any authority.
– LITT Cash Commission means the commission for LITT Cash set forth in your instance of the Business Manager Platform payable to LITT Global.
– LITT Deals and Giveaways means any surprises, offers, discounts, competitions or incentive programs offered by LITT Global, its affiliates and/or the Vendor on the App from time to time, and which are available in the United States.
– LITT Parties means LITT Global, LITT Global Pty Ltd, and their respective affiliates, as well as any directors, members, managers, officers, employees, contractors and agents of any of the foregoing.
– Loss means any damage, loss, expense and cost whatsoever including any cost or expense regarding any Claim and any legal costs and expenses of any nature.
– Member means a person who has registered a Member Account on the App.
– Member Account means a personal account given to a Member on the App.
– Services refers collectively to the services on www.thelittapp.com (“Website”), the LITT mobile application ( “App”), the Business Manager Platform, and any other services or platforms that LITT Global may offer.
– Users refers to all end-users of the App (i.e., Vendors and Members), persons that visit the Website, and individuals or users who access and use the Services on their own behalf or on behalf of an entity.
– Vendor Account means an account given to the Vendor on the Business Manager Platform upon successful completion by that Vendor of LITT Global’s registration procedure.
– Voucher Commission means the commission for Store Gift Vouchers set forth in your instance of the Business Manager Platform payable to LITT Global.
- ACKNOWLEDGEMENT OF TERMS
c. A copy of the current version of this Vendor Agreement will always be made available here. You acknowledge it is your sole responsibility to review and check any updates to this Vendor Agreement from time to time.
d. If a change to this Vendor Agreement materially modifies your rights or obligations, LITT Global may require that you accept the modified Vendor Agreement in order to continue to use the Business Manager Platform. Material modifications are effective upon your acceptance of the modified Vendor Terms and Conditions. Immaterial modifications are effective upon publication.
e. If you do not agree with any part of this Vendor Agreement, you must immediately stop using the Business Manager Platform as a Vendor. Your continued use of the Business Manager Platform will be deemed acceptance of the Vendor Agreement, including any amendments made thereto on and from that time.
f. LITT Global may make changes to the Business Manager Platform at any time. LITT Global will not be liable for any Loss incurred by you resulting from any changes made to the Business Manager Platform.
- VENDOR ACCOUNT ELIGIBILITY AND REGISTRATION
a. In order to access the Business Manager Platform as a Vendor and have your Business displayed on the App:
i. You must first successfully register a Vendor Account.
iv. You must have access to an electronic device that supports the Business Manager Platform and connection to the internet.
b. When registering for a Vendor Account, you must:
ii. Supply LITT Global with complete and accurate information about your Business, including, without limitation:
– A detailed description of your Business’ activities (including hours of operation);
– The name, email address, and mobile telephone number of the person designated as the point-of-contact for your Business;
– Bank account details for your business (so that LITT Global can make payments to the Business pursuant to the terms of this Vendor Agreement);
– Physical and mailing addresses for your Business
c. LITT Global will not be responsible for any Losses suffered by a Vendor in connection with or arising from the provision of inaccurate or incomplete information when creating a Vendor Account.
d. LITT Global will never ask for information about your Business via email or SMS text message. If you receive an email or SMS text message purporting to be from LITT Global and asking you to supply any information, please report such communications to LITT Global immediately and delete the email or SMS text message.
e. LITT Global may refuse requests to use the Business Manager Platform if the information provided during the registration process is the same as or similar to credentials for an existing Vendor Account; if the information is inappropriate, offensive, obscene, abusive, defamatory, illegal; if the information infringes another party’s copyright or contains names of high profile or public figures; or if the information contains words that promote political, religious, social, or economic issues. LITT Global reserves the right to refuse to process or deny any request to register for a Vendor Account, at its sole and absolute discretion,
f. Upon successful registration for a Vendor Account, you will be able to access the Vendor Account with your username and password. Subject to your ongoing compliance with this Vendor Agreement, LITT Global may then grant you a revocable, non-exclusive, non-transferable right to utilize the Business Manager Platform to promote your Business on the App.
g. LITT Global may, but is under no obligation to, ask you to produce documentation to confirm the details for your Business and your eligibility to use the Business Manager Platform. If you choose not to provide requested documentation, LITT Global may, in its sole and absolute discretion, terminate your Vendor Account and access to the Business Manager Platform. LITT Global will not be liable for any Losses suffered as a result of such termination.
h. It is your sole responsibility to ensure that your Vendor Account information is kept up-to-date and that you have provided LITT Global with accurate details at all times so that LITT Global can contact you in relation to the Business Manager Platform or your use thereof. Any updates to your Vendor Account (excluding updates made to your contact information) must be submitted to LITT Global in writing and are subject to LITT Global’s approval. LITT Global may, in its absolute discretion, decline to approve any updates to your Vendor Account information if, in LITT Global’s reasonable opinion, the updates do not comply with this Vendor Agreement.
i. LITT Global may stop offering or supporting the Business Manager Platform, the App, or the Services at any time. LITT Global will not be liable for termination of access to the Business Manager Platform, the App, or the Services, or any Loss suffered as a result of such termination.
j. LITT Global is not liable for any Losses incurred as a result of any Vendor’s failure to maintain full and accurate details in their Vendor Account or any delay or failure to receive any communication from LITT Global regarding the Business Manager Platform.
- RULES AND RESTRICTIONS (ACCESS AND USE)
4.1. Vendor Obligations
a. As a Vendor, you agree that you will:
– Comply with this Vendor Agreement and check this page occasionally to ensure you are aware of any changes to our policies;
– Comply with all applicable laws, including, without limitation, privacy laws, intellectual property laws, anti-spam laws, and regulatory requirements;
– Use the latest versions of the App and Business Manager Platform;
– Treat other Members and Vendors in a courteous and respectful manner and abide by our community guidelines;
– Be respectful when communicating with any of our customer service representatives or other employees;
– Maintain a strong password and take reasonable measures to protect the security of your login credentials.
b. As a Vendor, you agree that you will not:
– Use, or encourage or enable any other party to use, the Business Manager Platform to violate any applicable Law;
– Use the Business Manager Platform to discriminate against, spam, harass, stalk, bully, or otherwise inappropriately communicate with other Members and Vendors;
– Use or misuse the Business Manager Platform in any way that may impair the Business Manager Platform or systems used to deliver the Business Manager Platform;
– Interfere with any other person’s use of and enjoyment of the Business Manager Platform;
– Attempt to gain unauthorized access to any materials (other than those to which you have been given express permission to access) or the computer systems on which the Business Manager Platform is hosted;
– Transmit, or input onto the Business Manager Platform, any files that may damage any LITT Parties’ or other person’s computing devices or software, Content that may be illegal or otherwise offensive, or material or data in violation of any Law (including data or other material protected by copyright, trade secrets or other intellectual property laws, that you do not have the right to use);
– Obtain or attempt to obtain any Content, materials, or information of any LITT Parties through any means not intentionally made available through the Business Manager Platform.
4.2. Vendor Account Security
a. It is your sole responsibility at all times to ensure that the username and password required for access to your Vendor Account are kept secure and confidential and are not disclosed to any unauthorized party.
b. You may not sell, transfer, or assign your Vendor Account unless you have obtained prior written consent from LITT Global (which will be given in LITT Global’s sole and absolute discretion). You may not allow anyone else to use your Vendor Account. LITT Global may suspend or cancel your Vendor Account if we suspect that you have violated this term of the Vendor Agreement.
c. You may not use or access another Vendor’s Vendor Account without their and LITT Global’s express written consent. LITT Global may require proof of the other Vendor’s consent at any time.
d. You must notify LITT Global immediately upon becoming aware of any unauthorized use of your username, password, or Vendor Account, or of any other breach of security associated with your Vendor Account. Once notified, LITT Global will reset your password and send a new password to the email address associated with your Vendor Account. LITT Global may, but is not obligated to, take any further action as it considers necessary. LITT Global may, but is not obligated to, suspend your Vendor Account in order to prevent any unauthorized activity on the Vendor Account following a breach of security.
e. Whilst LITT Global takes its security obligations seriously, you are responsible for all activities that occur under your Vendor Account, regardless of whether or not you are aware of such activities, and LITT Global is not liable for any Loss whatsoever that you may incur as a result of any unauthorized use of your Vendor Account.
f. Any use of the Business Manager Platform that can be attributed to your Vendor Account will be considered to be use of the Business Manager Platform by you, unless you have previously notified LITT Global in writing of unauthorized use of your Vendor Account, or of any other breach of security associated with your Vendor Account and, at the relevant time, the breach has not been remedied by LITT Global pursuant to section 4.2(d).
g. You may, to the greatest extent permitted by Law, be held responsible for any Losses incurred by LITT Global or any third party (including a Member) due to any unauthorized use of your Vendor Account.
4.3. Other Prohibited Conduct
a. Neither you, nor any other person with access to your Vendor Account, may do, or attempt to do, any of the following:
– Use the Business Manager Platform in any way that, in LITT Global’s opinion, is contrary to this Vendor Agreement;
– Access areas of the Business Manager Platform that you are not authorized to access;
– Alter or tamper with any part of the Business Manager Platform except as expressly authorized;
– Send unsolicited email or chain letters to Members or other Vendors;
– Use any automated means or interface including tracking software, robots, spiders or similar technological devices or programs not provided by LITT Global to access the Business Manager Platform or to track other Users’ usage of the Business Manager Platform or the App;
– Reverse engineer any aspect of the Business Manager Platform or do anything to discover the source code, or to circumvent measures put in place by LITT Global to prevent or limit access to any area of the Business Manager Platform;
– Transmit, to the Business Manager Platform, viruses, or any computer code, file, or program that is designed to, or has the effect of, destroying, interrupting, or limiting the functionality of any computer software or hardware, or other telecommunications equipment; or
– Engage in any conduct while accessing the Business Manager Platform that would be to the commercial disadvantage of LITT Global or that would be adverse to LITT Global’s business interests.
b. LITT Global reserves the right to take any action that LITT Global deems necessary to detect, identify, or prevent any conduct that, in LITT Global’s opinion, constitutes a prohibited use under this Section 4.3, even if it does not specifically violate the terms of this Vendor Agreement. This includes the right to immediately, and without notice, delete or remove any Content, and the right to immediately, and without notice, cancel your Vendor Account.
a. In connection with this Vendor Agreement or your use of the Business Manager Platform, LITT Global may disclose to you, or you may otherwise receive or have access to, LITT Global’s sensitive, confidential, or proprietary information (collectively, “Confidential Information”). Except as required to perform your obligations under and in accordance with the terms of this Vendor Agreement, you may not disclose or use Confidential Information without the express prior written consent of LITT Global. You may not use any Confidential Information for the purpose of soliciting, or to permit others to solicit, Users to subscribe to any other services or promote the sale of any products that compete, either directly or indirectly, with LITT Global or the functionality and features offered by the Services. You agree and acknowledge that LITT Global may be required to provide governmental agencies or other third parties with information in its possession regarding you or the business you conduct with LITT Global or via the Services.
b. As used in this Vendor Agreement, “Confidential Information” includes any information disclosed, directly or indirectly, by one party (Disclosing Party) to the other party (Receiving Party) pursuant to this Vendor Agreement that is designated as “confidential” or in some other manner to indicate its confidential nature. If information is disclosed orally, it must be summarized in writing, marked confidential and sent to the Receiving Party within 30 days of the oral disclosure. Confidential Information does not include any information which (i) is or becomes generally known and available to the public through no act or omission of the Receiving Party; (ii) was already in the Receiving Party’s possession at the time of disclosure by the Disclosing Party, as shown by the Receiving Party’s contemporaneous records; (iii) is lawfully obtained by the Receiving Party from a third party who has the express right to make such disclosure; or (iv) is independently developed by the Receiving Party without use of, or reference to, the Disclosing Party’s Confidential Information. Notwithstanding anything to the contrary contained herein, any analytics, reports, analyses, data compilations and any other data and information that relate to the App, Business Manager Platform or Member web traffic, online flow or activity in connection with any Advertisement constitutes Confidential Information that LITT Global may disclose, use and exploit for any business purpose.
c. Neither party will use Confidential Information for any purpose except to exercise its rights and perform its obligations under this Vendor Agreement. Neither party will disclose, or permit to be disclosed, either directly or indirectly, any Confidential Information, except to employees of the Receiving Party with a need to know, or to its advisors, or prospective investors or purchasers, each subject to a written obligation of confidentiality. Each party will take reasonable measures to protect the secrecy of, and avoid disclosure and unauthorized use of, Confidential Information, and will take reasonable measures to protect its own Confidential Information.
d. If Receiving Party is required by law or judicial process to disclose Confidential Information, such Receiving Party must give prompt written notice to the Disclosing Party of such requirement before such disclosure and, upon Disclosing Party’s request, provide reasonable assistance to the Disclosing Party in obtaining a protective order. A Receiving Party will furnish only that portion of Confidential Information that it is legally required to disclose, after exercising reasonable efforts to obtain assurance that such information will receive confidential treatment.
e. Upon termination of your access to the Business Manager Platform, you agree that, upon request, you will deliver to LITT Global, or destroy, all of LITT Global’s Confidential Information in your possession or control.
g. You hereby represent and warrant that you own or otherwise have the right to grant the foregoing license to LITT Global with respect to your Submissions, and that your Submissions, and LITT Global’s use thereof, will not infringe or violate the rights of any person. You are, and will remain, solely responsible for the content of any Submissions you make and acknowledge that LITT Global is under no obligation to respond to or use any Submission that you may provide.
While using the Business Manager Platform or the App, you may have access to: (a) content that you upload or provide while using the Services (“Your Content”), (b) content that other Users upload or provide while using the Services (“User Content”), and (c) content that LITT Global provides on and through the Services (“LITT Content”).
6.1. Your Content
I. Your Content must comply with LITT Global’s content guidelines. By using the Business Manager Platform, you acknowledge that you are solely responsible and liable for Your Content and you agree to indemnify, defend, release, and hold LITT Global harmless from any claims made in connection with Your Content.
ii. When you create a Vendor Account, we may collect information that you have made publicly available through any External Accounts (as defined herein and in the User Terms of Service), or that you have otherwise authorized your External Accounts to share with third-party platforms like ours. You represent and warrant that the information you provide to LITT Global is accurate, including any information submitted through External Accounts (if applicable), and that you will update your Vendor Account information as necessary to ensure its accuracy.
iii. The Content included on your Vendor Account or Vendor profile should be relevant to the intended purpose of the Services. You may not display any personal contact or banking information, whether in relation to you or any other person (i.e., names, home or work addresses, telephone numbers, email addresses, credit/debit card or other banking details, driver’s license or passport details, social security information, health insurance information). If you choose to reveal any personal information about yourself to other Users, you do so at your own risk. We encourage you to exercise caution in disclosing any personal information online.
iv. By using the Business Manager Platform, you acknowledge that Your Content may be visible to other Users and may be viewed by other Users and any person visiting or using the Services or possessing a link to the Services (e.g. individuals who receive a link to a Vendor’s profile or shared content from other Users). You further acknowledge that other Users may share Your Content with third parties and your use of the Business Manager Platform constitutes your consent to any such sharing or distribution of Your Content, subject to the terms of this Vendor Agreement.
v. By uploading Your Content on the Business Manager Platform, you represent and warrant that you have all necessary rights and licenses to do so, and automatically grant LITT Global a non-exclusive, royalty free, perpetual, worldwide license to use Your Content in any way (including, without limitation, editing, copying, modifying, adapting, translating, reformatting, creating derivative works from, incorporating into other works, advertising, distributing, and otherwise making available to the general public such content, whether in whole or in part and in any format or medium currently known or developed in the future). We may assign or sub-license the above license to our affiliates and successors without any further approval by you. We do not have any obligation to store Your Content. Our license to Your Content is subject to your rights under applicable law and is for the limited purpose of operating, developing, providing, and improving the Services, or researching and developing new services or platforms.
vi. You understand and agree that we may monitor or review Your Content, and we have the right to remove, delete, edit, limit, or block or prevent access to any of Your Content at any time, at our sole discretion. Furthermore, you understand and agree that we have no obligation to display or review Your Content.
vii. You agree that LITT Global may access, preserve, and disclose your account information, including Your Content, if required to do so by law or upon a good faith belief that such access, preservation, or disclosure is reasonably necessary to:
– Comply with legal process;
– Enforce the terms of this Vendor Agreement;
– Respond to claims that any Content violates the rights of third parties
– Respond to your requests for customer service; or
– Protect the rights, property, or safety of LITT Global or any other person.
I. Any Content in Advertisements that you post on the Business Manager Platform may be subject to copyright laws. Photos, videos, music, or text that you did not create may be owned by another person or entity, and they may have copyright interests in such Content. Accordingly, you must not post any Advertisements that include Content that you did not create or that you do not have the necessary rights or permissions to use.
ii. By posting Advertisements through the Business Manager Platform, you warrant that you own, or otherwise have all necessary licenses or permissions to use, such Content and Advertisements, If such Content or Advertisement is a work of joint authorship, you must obtain written consent from all joint authors of the work before posting it through the Business Manager Platform.
iii. You hereby grant, to the LITT Parties, a worldwide, perpetual, non-exclusive, sub- licensable, irrevocable, transferrable, fully-paid, royalty free license to host, display, copy, and use Your Content and Advertisements on any sub-page within the Business Manager Platform, on the App, or otherwise through the Services, at LITT Global’s sole discretion (including for marketing and promotional purposes), and warrant that there are no legal or equitable impediments to your grant of this license to the LITT Parties.
iv. Where, in accordance with applicable law, there may be moral rights associated with Your Content and Advertisements, you waive all such rights and grant your consent— and must procure the consent of all other joint author(s)—to permit the LITT Parties’ use and exploitation of such Content and Advertisements.
6.2. User Content
a. Other Users will also share Content on the Services. User Content belongs to the User that posted the Content and is stored on our servers and displayed through the Services at the direction of that User.
b. Except as contemplated in this Vendor Agreement, you do not have any rights to User Content and you may only use other Users’ personal information to the extent that such use of the information is consistent with LITT Global’s purpose and guidelines.
c. You may not, under any circumstances, use other Users’ information for commercial or unlawful purposes, such as to spam, harass, stalk, or make unlawful threats. Should we become aware that you have misused another User’s information, we reserve the right to terminate your Vendor Account and restrict your access to the Business Manager Platform.
d. User Content is subject to the terms and conditions of Sections 512(c) and 512(d) of the Digital Millennium Copyright Act 1998. If you have a question or complaint about User Content, please see our DMCA and Infringing Content Policy for more information.
6.3. LITT Content
a. All other intellectual property on the Business Manager Platform and the App (collectively, “LITT Content”) is owned, controlled, and licensed by LITT Global, absolutely and in its entirety. LITT Content includes, without limitation, text, content, graphics, user interfaces, sounds, artwork, software, databases, logo designs (whether registered or unregistered), trademarks (whether registered or unregistered), and other similar protectible assets. All right, title, and interest in and to LITT Content remains with LITT Global at all times, together with the right to apply for protection of the same. All other trademarks, logos, service marks, company, or product names set forth in or appearing on the Business Manager Platform or the App are the property of their respective owners.
b. We grant you a non-exclusive, limited, personal, non-transferable, revocable license to access and use LITT Content, subject to the following conditions and limitations:
i. You may not use, sell, modify, or distribute LITT Content, except as permitted by the functionality of the Business Manager Platform or the App.
ii. You may not use our name, trademarks, logos, or other insignia in metatags, keywords, or hidden text.
iii. You may not create derivative works from, or otherwise commercially exploit, LITT Content, in whole or in part, in any way except as permitted by the functionality of the Business Manager Platform or the App.
iv. You must use LITT Content for lawful purposes only.
v. You may not sub-license your right to use or access LITT Content.
c. The Business Manager Platform is licensed, not sold, to you for use according to the terms of this Vendor Agreement. Subject to your complete and ongoing compliance with the terms this Vendor Agreement, LITT Global hereby grants you a personal, limited, revocable, non-transferable license to access and use the Business Manager Platform solely for your Business’ own personal, non-commercial use, as further discussed in Section 7.1 of this Vendor Agreement.
d. LITT Content on the Business Manager Platform is provided to you “as is” for your information and personal use only and may not be used for any other purpose whatsoever without LITT Global’s prior written consent, or as expressly permitted herein. We make no representations or warranties as to the truth or accuracy of any information contained in LITT Content.
e. While accessing LITT Content, you may not engage in, assist with, or authorize any conduct or activity that is designed to discover—or has the effect of discovering—the Business Manager Platform’s design, composition, construction methods, structure, source code, or object code, or otherwise reverse engineer any part of the Business Manager Platform. You may not engage in, assist with, or authorize any conduct or activity that is designed to infringe—or has the effect of infringing—any intellectual property rights belonging to the LITT Parties.
f. You may not, at any time, challenge or oppose—or cause, procure, authorize, allow or assist any third party in challenging or opposing—any LITT Party’s exclusive ownership of any intellectual property rights in the Business Manager Platform.
g. From time to time, you may contact LITT Global with suggestions, comments, feedback, or requests related to the Business Manager Platform. By doing so, you acknowledge that the intellectual property rights in any alterations or modifications to the Business Manager Platform that follow or result from such suggestions, comments, feedback, or requests belong to LITT Global and that you will have no right, title, or interest in connection with such alterations or modifications (including for compensation).
h. You agree that you will use LITT Content only as expressly permitted by the terms of this Vendor Agreement. If you download or print a copy of LITT Content for your personal use or for a use that is expressly permitted by law, you must retain all copyright and other proprietary legal notices.
i. LITT Global reserves all other rights not expressly granted in this Vendor Agreement. The Business Manager Platform, whether in whole or in part, may not be reproduced, copied, stored or downloaded, and you may not publish, sell, resell, lease, hire, or offer to sell, resell, lease or hire any part of the Business Manager Platform and any Content posted therein.
6.4. Prohibited Content
a. You may not upload or share Prohibited Content. “Prohibited Content” includes—without limitation and in addition to the terms of Section 8.4(c) of this Vendor Agreement—Content that:
– Contains language or imagery which could be deemed offensive or is likely to harass, upset, embarrass, alarm, or annoy any other person (e.g., language that could be deemed discriminatory towards an individual’s race, color, ethnicity, national origin, religion, disability, sexual orientation, gender expression, gender identity, or physical appearance);
– Is obscene, pornographic, violent, or otherwise may offend human dignity, or contains nudity;
– Is abusive, insulting or threatening, discriminatory, or otherwise promotes or encourages racism, sexism, hatred, or bigotry;
– Encourages or facilitates any illegal activity (e.g., terrorism, inciting racial hatred, or any action that, in itself, constitutes committing a criminal offense);
– Is defamatory, libelous, false, or otherwise harmful to another person’s reputation;
– Relates to commercial activities, purposes, or arrangements (e.g., sales, competitions, advertising or promotion, solicitation for unrelated or unlawful services, links to other websites, or premium-rate telephone numbers), unless specifically authorized by LITT Global or as permitted by the functionality of the Services;
– Involves transmitting “junk” mail or “spam”;
– Contains spyware, adware, viruses, corrupt files, worm programs, or other malicious code designed to interrupt, damage, limit the functionality of, or otherwise disrupt software, hardware, telecommunications, networks, servers, or other equipment, Trojan horses or other material designed to damage, interfere with, wrongly intercept, or expropriate data or personal information, whether from LITT Global or otherwise;
– Infringes the rights of any third party (e.g., intellectual property rights or privacy rights);
– Was automatically-generated or otherwise not created by you, unless expressly authorized by LITT Global;
– Includes the image or likeness of another person without that person’s consent (or, in the case of a minor, the minor’s parent or guardian);
– Includes the image or likeness of a minor unaccompanied by the minor’s parent or guardian, or is otherwise harmful to minors;
– Impersonates any other person or entity, including falsely stating your name or the name of your Business;
– Is inconsistent with the intended purpose and uses of the Services;
– May harm or damage the reputation of LITT Global, any of the LITT Parties, or other Users.
b. LITT Global has a zero-tolerance policy with respect to Prohibited Content. Uploading or sharing Prohibited Content may result in the immediate suspension or termination of your Vendor Account or your access to the Business Manager Platform.
6.4. Infringing Content
a. If you believe, in good faith, that any content or materials on the Services infringe upon your intellectual property rights, please view our DMCA and Infringing Content Policy for information regarding how to make a complaint.
b. So that we are able to prevent unauthorized use of your Content outside of the Services, you authorize LITT Global to act on your behalf with respect to infringing uses of Your Content, particularly to the extent that the content has been taken from the Services by other Users or third parties. This expressly includes the authority, but not the obligation, to send notices on your behalf, pursuant to 17 USC § 512(c)(3), if your Content is taken and used by third parties outside of the Services (i.e., DMCA Takedown Notices). LITT Global is not obligated to take any action with regard to use of your Content by other users or third parties. Our license to your Content is subject to your rights under applicable law (e.g., laws regarding personal data protection, to the extent the content contains personal information as defined by such laws).
7.1 Software License Grant
a. Subject to your complete and ongoing compliance with this Vendor Agreement, LITT Global grants you a limited non-exclusive, non-transferable, non-sublicensable, revocable license to (a) install and use one object code copy of the Business Manager Platform, the App, or other mobile application associated with the Business Manager Platform or the App, obtained from the Google Play Store or Apple App Store in the United States (whether installed by you or pre-installed on your mobile device by the device manufacturer) on a mobile device that you own or control; and (b) access and use the Business Manager Platform and the App. This license does not allow you to use the Services on any device that you do not own or control. The terms of the license will govern any upgrades provided by LITT Global that replace or supplement any aspect of the Business Manager Platform or the App, unless such upgrade is accompanied by a separate license, in which case the terms of that license will govern.
b. Certain software code incorporated into or distributed with the Business Manager Platform or the App may be licensed by third parties under various “open-source” or “public-source” software licenses (such as the GNU General Public License, the GNU Lesser General Public License, the Apache License, the Berkeley Software Distribution License, and the Sun Public License) (collectively, the “Open-Source Software”). Notwithstanding anything to the contrary in this User Agreement, the Open-Source Software is not licensed under this Vendor Agreement and instead is separately licensed pursuant to the terms and conditions of the respective open-source software licenses. You agree to comply with the terms and conditions of such open-source software license agreements. If you use the Business Manager Platform or the App in a manner that is not permitted under the terms of this Vendor Agreement, LITT Global cannot warrant that your use in such manner will be permitted under the relevant open-source licensing regimes.
c. We reserve the right to stop offering or supporting the Business Manager Platform or the App (or any particular portion or part thereof) or restrict access to the Business Manager Platform or the App at any time, at which point your license to use or access the Business Manager Platform, or any part thereof, will be automatically terminated. In such event, we will not be required to provide refunds, benefits, or other compensation to Vendors in connection with such discontinued access to the Business Manager Platform.
d. In consideration for LITT Global’s permission to use or access the Business Manager Platform or the App, you agree that we, as well as any of our affiliates or third-party partners, may place advertising on the Business Manager Platform or the App.
7.2 Use on Mobile Devices
a. By accessing or using the Business Manager Platform or the App through a mobile device, you acknowledge that such use is subject to the terms and conditions of using the mobile device and any underlying software, as set by the provider of the device or software (i.e., Apple/iOS App Store or Google Play). It is your sole responsibility to review the terms and conditions that apply to any relevant mobile devices before using the Business Manager Platform or the App thereon.
b. You understand that the Business Manager Platform and the App are evolving and, as a result, you may be required to accept updates to the Business Manager Platform, the App, or other software that you have installed on your mobile device. You acknowledge and agree that LITT Global may update the Business Manager Platform and the App, with or without notifying you. You may need to update third-party software from time to time in order to access or use the Business Manager Platform or the App.
c. We may ask for your permission to collect certain usage data from your device. By granting this permission, you agree that we may collect and use technical data and related information, including, but not limited to, UDID, device location, and other technical information about your device, system and application software, and peripherals, that is gathered periodically to facilitate the provision of software updates, product support, and other services to you (if any) related to the Business Manager Platform or the App, and to anonymously track and report your activity inside of the Business Manager Platform or the App, including for analytics purposes.
d. We may provide you with emails, text messages, push notifications, alerts and other messages related to the Business Manager Platform or the App, such as enhancements, offers, products, events, and other promotions. When accessing the Business Manager Platform or the App, you may be asked to accept or deny push notifications or alerts. If you deny, you will not receive any push notifications or alerts. If you accept, push notifications/alerts will be automatically sent to you. If you no longer wish to receive push notifications/alerts from LITT Global or the Services, you may opt out by changing your notification settings on your mobile device. With respect to other types of messaging or communications, such as emails or text messages, you can unsubscribe or opt out by either following the specific instructions included in such communications, or by emailing your request to firstname.lastname@example.org.
8. RULES AND RESTRICTIONS (FEATURES OF THE SERVICES)
a. Members may acquire LITT Points, in such amounts that will be calculated by LITT Global in its absolute discretion, each time Members view or interact with Advertisements on the App, as applicable. Members may convert LITT Points to LITT Cash, which can then be redeemed for goods or services at a Vendor’s Business. LITT Cash will be denominated in dollars and cents and will have the same value when used as U.S. Dollars (the “Applicable Exchange Rate”). LITT Cash earned by Members based on the Applicable Exchange Rate can only be used by Members at your Business in transactions involving the same Applicable Exchange Rate.
b. You may allow Members to redeem LITT Cash for goods or services from your Business. To process any such redemptions of LITT Cash, you must use features of the App made available to you by LITT Global, such as QR code-scanning features, and follow the instructions provided by LITT Global to you through the App or otherwise on how to accept a Member’s redemption of LITT Cash (the “Redemption Process”).
c. If you choose to allow Members to redeem LITT Cash for goods or services from your Business, you agree to offer those goods or services to Members no less favorably than how you offer those goods and services to Members using other payment methods.
d. After any Member redeems LITT Cash for your goods or services, you agree to provide LITT Global with evidence (which must be acceptable to LITT Global in its absolute discretion) of the Member’s purchase of your goods or services via LITT Cash and the value of that purchase in U.S. Dollars (the “Purchase Amount”).
e. LITT Global may collect commission fees from Vendors when Members redeem LITT Cash at a Vendor’s Business (each, a “Commission”). Commissions will be calculated based on the Purchase Amount for a transaction and will be equal to a percentage of the relevant Purchase Amount. When a Member redeems LITT Cash for goods or services at a Vendor’s Business, the Vendor will receive the entirety of the Purchase Amount at the time of the transaction between the Member and the Vendor, Following the transaction—and LITT Global’s receipt of proof thereof pursuant to Section 8.1(d)—LITT Global will determine the amount of Commission owed by the Vendor in connection with the transaction and provide the Vendor with an invoice reflecting the same. Payment of such invoices will be due upon receipt by the Vendor. Where applicable, Vendors are responsible for any taxes or other fees associated with Members’ redemption of LITT Cash at their Businesses
f. You acknowledge that, other than as set forth herein, LITT Cash is otherwise of no value, unable to be used by a Memberas fiat currency or as virtual currency through any other platform, service, application, or other means aside from the App.
g.LITT Global and the other LITT Parties are not, to the extent permitted by Law, liable for any Loss of any kind in connection with or arising from any use whatsoever of LITT Cash by Members.
8.2. Gift Vouchers
a. Members may acquire Gift Vouchers from the App that may be redeemed for goods or services supplied by Vendors. Vendors must process Members’ redemption of Gift Vouchers through the LITT Global’s Redemption Process as specified herein.
b. To allow Members to purchase goods and services from your Business with Gift Vouchers, you must first make a written request to LITT Global that specifies the nature, quantity, and value of Gift Vouchers which you wish to be made available to Members on the App. Your ability to issue Gift Vouchers to Members on the App is subject to LITT Global’s prior approval. LITT Global reserves the right to, in its sole and absolute discretion, refuse any request made by Vendors in relation to the issuing of Gift Vouchers.
c. You acknowledge that:
ii. By requesting to issue Gift Vouchers on the App, you agree that all Gift Vouchers that you issue on the App will be subject to the Voucher Terms. LITT Global urges you to carefully read the Voucher Terms;
8.3. LITT Deals and Giveaways
a. You may offer LITT Deals and Giveaways to Members on the App from time to time.
b. LITT Global reserves the right, in its absolute discretion, to monitor any LITT Deals and Giveaways offered on the App and remove any LITT Deals and Giveaways from the App at any time due to any breach of this Vendor Agreement.
c. You must ensure that all terms and conditions that apply to a proposed LITT Deal and Giveaway comply with all relevant Laws, and you will defend, hold harmless, and indemnify all LITT Parties against any and all Claims, liability, and Losses that may be incurred as a result of, or in connection, with any failure of such terms and conditions to comply with all Laws.
d. The locations of LITT Deals and Giveaways are set by geofencing technology utilized by the Business Manager Platform, which may establish a virtual zone around your Business’ address as provided by you (“Virtual Zone”). The size of the Virtual Zone in which your Business is located may be different from that of another Vendor who has its Business displayed on the App.
e. You acknowledge that any costs that you incur in connection with, or arising from, any LITT Deals and Giveaways related to your Business are your own responsibility.
f. You must allow Members to redeem a LITT Deal and Giveaway in connection with your Business pursuant to the terms and conditions that apply thereto.
g. To the fullest extent permitted by Law, you hereby release all LITT Parties from any and all Claims, liability, and Losses that may arise out of, result from, or relate in any way to your participation in any LITT Deals and Giveaways, including for negligence, inherent and unforeseen risks, injury, death, or damage to persons (including a Member or you as Vendor) or to property.
a. You acknowledge and agree that:
– Your use of the Business Manager Platform is entirely at your own risk;
– Subject to LITT Global’s approval, Advertisements submitted on the Business Manager Platform may subsequently be published on the App (subject to Vendor payment). Any Advertisement that you wish to publish on the App must first be submitted on the Business Manager Platform and must be approved by LITT Global before being published on the App, and LITT Global reserves the right to withhold such approval at its sole discretion;
– You will not be able to have any Advertisement published on the App without LITT Global’s prior approval;
– If LITT Global approves an Advertisement that you submit to LITT Global, LITT Global will provide you with details of LITT Global’s Advertisement Packages that are available for purchase in relation to that Advertisement. In order to have your Advertisement published on the App, you must pay LITT Global for the Advertisement Package that you select;
– Payment for Advertisement Packages must be made by credit card or electronic funds transfer. Where you confirm your selection of an Advertisement Package, LITT Global’s third-party payment processor will process your payment as well as any taxes or service charges as itemized on the final screen (“Accepted Amount),” you will be deemed to have authorized such payment using your designated payment method, and you authorize LITT Global to charge the Accepted Amount using your designated payment method. If your designated payment method cannot be processed or your credit card is declined by your financial institution, LITT Global will not be required to fulfil your order. We may, but are under no obligation to, contact you to arrange alternative payment;
– To the fullest extent permitted by law, you hereby release all LITT Parties from any and all third-party Claims, liability, and Losses arising out of, resulting from, or relating in any way to your use of the Business Manager Platform, including for negligence, inherent and unforeseen risks, injury or damage to persons or property and the actions of Members, Vendors, and other third parties;
– Without limiting this Vendor Agreement, you are, to the fullest extent permitted by Law, liable for, and must defend, hold harmless, indemnify and keep indemnified all LITT Parties against, any and all Claims and Losses of LITT Parties that are caused, or contributed to, by your breach or alleged breach of this Vendor Agreement;
– LITT Global reserves the right, but not the obligation, to monitor the Business Manager Platform and your use thereof, and LITT Global may, at its sole and absolute discretion, choose to modify or delete any Advertisement, Content, or material that you post on the Business Manager Platform or App, or suspend or delete your Vendor Account and remove your access to the Business Manager Platform if, in LITT Global’s sole and absolute opinion, your Content breaches any terms of this Vendor Agreement, or is otherwise in bad taste, even if it does not specifically violate the terms of this Vendor Agreement.
b. Vendor Obligations
i. With respect to Advertisements, you agree to:
– Comply with all Laws which may be applicable to the use of the Business Manager Platform, including copyright laws;
– Comply with all Laws that may be applicable to Advertisements, including laws that regulate the advertisement of gambling and alcohol;
– Notify LITT Global immediately if you see any Content posted by any Member or Vendor that is in breach of this Vendor Agreement;
– Adhere to generally-accepted rules of etiquette and standards of behavior throughout your use of the Business Manager Platform, posting of Content, and interactions with LITT Global, Members, other Vendors, or third parties via the Business Manager Platform
ii. With respect to Advertisements, you agree that you will not:
– Make available or publish Advertisements or Content containing any unlawful or inappropriate content;
– Submit inaccurate, misleading, or inappropriate Content, including data submissions, edits, or requests;
– Use, or encourage or enable any other party to use, the Business Manager Platform to violate any applicable Law;
– Transmit, or input onto the Business Manager Platform, any files that may damage any LITT Parties’ or other person’s computing devices or software, Content that may be illegal or otherwise offensive, or material or data in violation of any Law (including data or other material protected by copyright, trade secrets or other intellectual property laws, that you do not have the right to use).
c. Prohibited Advertisement Content
i. Advertisements that you post on the Business Manager Platform may not contain any of the following:
– Violence or depictions of violence (including graphics or animation);
– Threats or bullying, or images that have the effect of threatening or bullying another person;
– Sexual violence or depictions of sexual violence (including graphics or animation);
– Nudity or partial nudity, regardless of whether the subject has provided consent thereto;
– Signs, gestures, or actions (including signs, gestures, or actions that are depicted through emoticons, videos, sounds, or animated “GIFs”) that are discriminatory, racially-vilifying, intimidating, inciteful, hateful, vulgar, obscene, pornographic, or sexually-suggestive;
– Profane, abusive, or aggressive language (in any language);
– Personal information (i.e., full names, addresses, phone numbers or email addresses), whether they are yours or pertain to another person or entity;
– Confidential information (i.e., credit card details or Vendor or Member Account information) whether it is yours or belong to another person or entity;
– Fraudulent, misleading, or deceptive Content, Content that is likely to mislead or deceive, or Content that is otherwise objectionable;
– Any website links or URLs that show content that would contravene or violate this Vendor Agreement if posted on the Business Manager Platform.
ii. LITT Global may refuse, suspend, or withdraw any Advertisement containing Content that violates Section 8.4(c)(i) of this Vendor Agreement.
iii. Without limiting this Vendor Agreement, you are, to the fullest extent permitted by Law, liable for all Claims or Losses related to the content of your Advertisements and you must defend, hold harmless, indemnify, and keep indemnified all LITT Parties against any such Claims, liability, or Losses incurred. To the fullest extent permitted by law, you must release and discharge all LITT Parties from any Claims that you had, have, or may have against any LITT Parties that are caused by, result from, or in any way connected to any breach of this Section 8.4.
9. TAXES; REFUNDS
b. Generally, all charges are nonrefundable, except if the laws applicable in your jurisdiction provide for refunds.
10.1 Third-Party Systems and App Stores
The following additional terms and conditions apply to you if you download the App from a third-party platform such as the Apple App Store and Google Play Store (“Third-Party Store”). To the extent that the other terms of this Vendor Agreement are less restrictive than, or otherwise conflict with, the terms and conditions of this section, the more restrictive or conflicting terms and conditions in this section will apply, but solely with respect to the App and the Third-Party Store. You acknowledge and agree that:
a. This Vendor Agreement is concluded solely between you and LITT Global, not with the providers of any Third-Party Store, and LITT Global (not the Third-Party Store providers) is solely responsible for the App and the content thereof. To the extent that this User Agreement provides usage rules for the App that are less restrictive or in conflict with the applicable terms of service of the Third-Party Store from which you obtain the App, the more restrictive or conflicting terms of the Third-Party Store will take precedence and will apply.
b. The Third-Party Store provider has no obligation whatsoever to provide any maintenance and support services with respect to the App. LITT Global is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. The Third-Party Store provider will have no warranty obligation whatsoever with respect to the App, and any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty will be our sole responsibility.
c. LITT Global, not the Third-Party Store provider, is responsible for addressing any claims that you or any third party may have relating to the App or your possession or use of the App, including, but not limited to: (1) product liability claims; (2) any claim that the App fails to conform to any applicable legal or regulatory requirement; (3) claims arising under consumer protection or similar legislation; or (4) intellectual property infringement claims.
d. The Third-Party Store provider and its subsidiaries are third-party beneficiaries of this Vendor Agreement, and, upon your acceptance of this Vendor Agreement, the Third-Party Store provider from whom you obtained the App will have the right (and will be deemed to have accepted the right) to enforce this Vendor Agreement against you as a third-party beneficiary thereof.
e. In the event of a conflict between a Third-Party Store’s or mobile carrier’s applicable terms and conditions and this Vendor Agreement, the terms and conditions of the Third-Party Store or mobile carrier will govern and control. We are not responsible, and have no liability whatsoever, for third-party goods or services you obtain through a Third-Party Store or mobile carrier. We encourage you to conduct whatever investigation you feel necessary or appropriate before proceeding with any online transaction with any of these third parties.
10.2. Third-Party Links and Services
a. LITT Global may provide tools through the Business Manager Platform or the App that enable you to export information, including Your Content or User Content, to third-party services, including through features that allow you to link your Vendor Account with an account on the third-party service or through our implementation of third-party buttons. By using one of these tools, you agree that LITT Global may transfer that information to the applicable third-party service. Third-party services are not under LITT Global’s control, and, to the fullest extent permitted by law, LITT Global is not responsible for any third-party service’s use of your exported information.
b. If you use a service, feature, or functionality that is operated by a third party and made available through the Business Manager Platform or the App (including services we jointly offer with the third party), each party’s terms will govern the respective party’s relationship with you. LITT Global is not responsible or liable for a third party’s terms or actions taken under the third party’s terms.
c. Certain features of the Business Manager Platform or the App may require access to and use of your device’s map features or functionality, such as Google Maps or other External Services. Any use of those features will be subject to the terms and conditions applicable to such External Services. By using the Business Manager Platform or the App, you may also be required to agree to the end-user terms for any such third-party services. It is your sole responsibility to review the terms and conditions that apply to the third-party services before using those services in conjunction with the Business Manager Platform or the App. This Vendor Agreement does not apply to any activities conducted via third-party services.
e. Additionally, your dealings with or participation in promotions of advertisers found on the Business Manager Platform or the App, including payment and delivery of goods, and any other terms (such as warranties) are solely between you and such advertisers. You agree that we will not be responsible for any loss or damage of any sort relating to your dealings with such advertisers.
f. Some links to third-party sites may be monetized by third-party services. LITT Global may receive compensation for its role in the purchasing process by referring prospective purchasers to products on third-party sites. This compensation does not affect the final purchase price of such products. This referral disclosure is provided in accordance with the United States Federal Trade Commission’s 16 CFR § 255.5.
11. TERM AND TERMINATION
a. This Vendor Agreement will become effective upon your first acceptance thereof, or upon your first access or use the Business Manager Platform, and will continue to be in effect until terminated in accordance with this Section 11.
b. LITT Global reserves the right to suspend your Vendor Account at any time and for any breach of this Vendor Agreement or any alleged breach of this Vendor Agreement pending investigation. The suspension of your Vendor Account may result in removal of any Advertisements or Content in connection with your Business.
c. Following investigation into any alleged breach of this Vendor Agreement by your part, LITT Global may in its sole and absolute discretion:
– Reactivate your Vendor Account;
– Temporarily suspend your Vendor Account; or
– Permanently cancel your Vendor Account in accordance with this Section 11.
d. LITT Global reserves the right to cancel your Vendor Account at any time and for any breach of this Vendor Agreement. If LITT Global cancels your Vendor Account, you may not, under any circumstances, register a new Vendor Account without prior written consent and approval from LITT Global.
e. Subject to other terms set forth herein, you have the right to terminate this Vendor Agreement—at any time, for any reason whatsoever—by cancelling your Vendor Account.
f. If you wish to cancel your Vendor Account, you may contact LITT Global by email at email@example.com, and LITT Global will endeavor to cancel your Vendor Account as soon as practicable.
g. If LITT Global cancels your Vendor Account in accordance with this Section 11, you will no longer have access to your Vendor Account and you will no longer be authorized to use the Business Manager Platform.
h. Upon the cancellation of your Vendor Account, any Advertisements or Content appearing on the App in connection with your Business may be removed and LITT Global will reimburse you as soon as reasonably practicable for any outstanding amounts owed to you pursuant to this Vendor Agreement.
i. To the fullest extent permitted by law, LITT Global is not liable for any Losses in connection with or arising from the suspension or cancellation of your Vendor Account.
12. VENDOR REPRESENTATIONS AND WARRANTIES
As applicable, you represent and warrant to LITT Global that:
a. Your Business is duly formed and validly exists under the laws of its place of formation;
b. Your acceptance of this Vendor Agreement has been properly authorized by all necessary actions;
c. You have full power and lawful authority to enter into this Vendor Agreement and to consummate and perform—or cause to be performed—your obligations under this Vendor Agreement;
d. This Vendor Agreement constitutes a legal, valid, and binding obligation upon you and the terms set forth herein are enforceable in accordance with its terms by appropriate legal remedy;
e. Neither you nor your representatives will infringe upon the intellectual property rights or any other rights of any third party by entering into this Vendor Agreement or carrying out your obligations hereunder;
f. You will provide Advertisements that do not infringe upon the intellectual property rights or any other rights of any third party, that are not misleading or deceptive, and that comply with all applicable laws;
g. You have had adequate opportunity to obtain competent legal and other professional advice concerning the terms and effect of this Vendor Agreement;
h. You understand the legal significance and effect of accepting this Vendor Agreement;
i. You are entering into this Vendor Agreement voluntarily, without duress, and have not been induced to accept this Vendor Agreement by any promise, representation, improper pressure, coercion, or undue influence;
j. You are aware LITT Global is relying on the warranties in this section 12 in accepting this Vendor Agreement.
a. To the fullest extent permitted by law, you agree to defend, hold harmless, and indemnify all LITT Parties from and against any and all Claims, costs, expenses, damages, liabilities and Losses that may be incurred as a result of, or in connection with (without limitation) any of the following, on your party on by any party on your behalf:
– Breach or alleged breach of this Vendor Agreement;
– Intellectual property infringement;
– Breach of privacy or security;
– Violation of any Law.
b. Any failure or delay by LITT Global to enforce any part of this Vendor Agreement will not to be construed as a waiver of LITT Global’s rights. Any waiver of LITT Global’s rights must be given in writing.
c. The terms of this Section 13 will survive termination of this Vendor Agreement and termination of your use of the Business Manager Platform (including after cancellation of your Vendor Account).
14. DISCLAIMERS, INDEMNITY, LIMITATION OF LIABILITY
The following disclaimers are made on behalf of all LITT Parties, as defined in this Vendor Agreement.
a. LITT GLOBAL PROVIDES THE BUSINESS MANAGER PLATFORM ON AN “AS IS” AND “AS AVAILABLE” BASIS AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE BUSINESS MANAGER PLATFORM (INCLUDING ALL CONTENT CONTAINED THEREIN), INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE DO NOT REPRESENT OR WARRANT THAT (1) THE BUSINESS MANAGER PLATFORM WILL BE UNINTERRUPTED, SECURE, OR ERROR FREE, (2) ANY DEFECTS OR ERRORS IN THE BUSINESS MANAGER PLATFORM WILL BE CORRECTED, OR (3) THAT ANY CONTENT OR INFORMATION YOU OBTAIN ON OR THROUGH THE BUSINESS MANAGER PLATFORM WILL BE ACCURATE.
b. None of the LITT Parties make any warranties whatsoever that the Business Manager Platform will be fully functional and free of errors, bugs, or viruses. Accordingly, you agree that the LITT Parties will not be held liable for any delay, disruption or interruption in your access to the Business Manager Platform or to Members’ ability to view or interact with your Advertisements or Content. You further agree that the LITT Parties will not be liable for any Losses or liability which may be incurred as a result of, or in connection with, or in relation to any loss of functionality of the Business Manager Platform or the App, or any errors, bugs or viruses, whether or not it results in any destruction, interruption, or damage to your electronic device from which the Business Manager Platform or the App is accessed.
c. You understand that LITT Global does not conduct criminal background or identity verification checks on its Users or otherwise inquire into the background of Users. We make no representations or warranties as to the conduct, identity, intentions, legitimacy, or veracity of Users. We reserve the right to conduct—and you authorize us to conduct—any criminal background check or other screenings at any time using available public records and you agree that any information you provide may be used for that purpose. If we decide to conduct any screening through a consumer reporting agency, you hereby authorize us to obtain and use a consumer report about you to determine your eligibility under the terms of this Vendor Agreement.
d. YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER USERS. ALWAYS USE YOUR BEST JUDGMENT AND TAKE APPROPRIATE PRECAUTIONS. COMMUNICATIONS RECEIVED THROUGH THE SERVICES, INCLUDING AUTOMATIC NOTIFICATIONS SENT BY LITT GLOBAL, MAY RESULT FROM USERS ENGAGING WITH THE SERVICES FOR IMPROPER PURPOSES, INCLUDING FRAUD, ABUSE, HARASSMENT, OR OTHER SUCH IMPROPER BEHAVIOR. YOU AGREE TO USE CAUTION IN ALL INTERACTIONS WITH OTHER USERS, PARTICULARLY IF YOU DECIDE TO COMMUNICATE OUTSIDE OF THE SERVICES.
e. USERS ARE NOT LITT PARTIES OR COVERED PARTIES WITHIN THE MEANING OF THESE TERMS OR THE USER TERMS OF SERVICE. WE DO NOT CONTROL OR HAVE THE RIGHT TO CONTROL USERS, EXCEPT TO THE EXTENT EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY APPLICABLE SUPPLEMENTAL TERMS, OR AS REQUIRED BY APPLICABLE STATE OR FEDERAL LAW, REGULATION, OR ORDINANCE.
f. LITT Global may provide tools, materials, or information to assist Vendors with features of the Services, the Business Manager Platform, and their Business, and LITT Global may (if provided for in any agreement for a function or feature of the Business Manager Platform or the Services) provide advice regarding the design, strategy, and use of marketing, loyalty programs, reviews, or other information. However, the documents and other materials available through the Business Manager Platform and any advice provided, (collectively, the “Business Materials”) are for informational purposes only. The Business Materials are not guaranteed to be correct, complete, or up-to- date, and all final decisions about the design, strategy, and use of any marketing, loyalty programs, reviews, or other information will be at the discretion of Vendors. LITT Global does not review the Business Materials, or any information that Vendors input or provide, for accuracy or sufficiency. You understand that LITT Global’s provision of the Business Manager Platform and the App does not constitute any guarantee of a particular outcome or otherwise make LITT Global responsible in any way for the success or failure of any marketing, promotion, program, or other measure that Vendors undertake in connection with the Business Manager Platform or the App.
a. To the fullest extent permitted by law, you are responsible for your use of the Business Manager Platform and the App, and you will defend and indemnify the LITT Parties from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or connected with: (i) your unauthorized use of, or misuse of, the Business Manager Platform or the App; (ii) your violation of any portion of this Vendor Agreement, any representation, warranty, or agreement referenced in this Vendor Agreement, or any applicable law or regulation; (iii) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (iv) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.
b. LITT Global reserves the right, at its sole discretion and expense, to assume the exclusive defense of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with the us in asserting any available defenses. This provision does not require you to indemnify any of the LITT Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, suppression, or omission.
14.3. Limitation of Liability
a. NOTWITHSTANDING ANY OTHER PROVISION IN THIS VENDOR AGREEMENT, AND TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, (i) IN NO EVENT WILL ANY LITT PARTY BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE BUSINESS MANAGER PLATFORM, THE APP, OR ANY ADVERTISEMENT, CONTENT, OR OTHER MATERIALS OR CONTENT ON THE BUSINESS MANAGER PLATFORM OR THE APP, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY LITT PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE; AND (ii) THE AGGREGATE LIABILITY OF THE LITT PARTIES TO YOU FOR ALL CLAIMS OR LOSSES ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE BUSINESS MANAGER PLATFORM, THE APP, OR OTHERWISE UNDER THIS VENDOR AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE AMOUNT EQUAL TO THE SUM OF (i) ANY TRANSACTION-BASED COMPENSATION COLLECTED BY OR OTHERWISE PROVIDED TO LITT GLOBAL AND (ii) ANY AMOUNTS PAID BY YOU TO LITT GLOBAL FOR ADVERTISEMENTS NOT PAID FOR PURSUANT TO AN ADVERTISER AGREEMENT BETWEEN YOU AND LITT GLOBAL, IN EACH CASE, IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO THE CLAIM OR DISPUTE (AS DEFINED HEREIN).
b. EACH PROVISION OF THIS VENDOR AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS VENDOR AGREEMENT. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
c. THE LIMITATION OF LIABILITY PROVISIONS SET FORTH IN THIS SECTION WILL APPLY EVEN IF YOUR REMEDIES UNDER THIS VENDOR AGREEMENT FAIL WITH RESPECT TO THEIR ESSENTIAL PURPOSE.
d. CERTAIN JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
15. DISPUTE RESOLUTION
a. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND LITT GLOBAL ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. YOU AND LITT GLOBAL AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. ANY ARBITRATION WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED. Further, unless both you and LITT Global agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
b. In the interest of resolving disputes in the most expedient and cost-effective manner, and except as described in Sections 15.X and 15.X, you and LITT Global agree that every dispute arising in connection with this Vendor Agreement (each, a “Dispute”) will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate Disputes includes all claims arising out of or relating to any aspect of this Vendor Agreement, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of this Vendor Agreement.
c. Any arbitration between you and LITT Global will be settled under the Federal Arbitration Act and administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by these Terms. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting LITT Global. The arbitrator has exclusive authority to resolve any Dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.
d. If LITT Global makes any future change to this arbitration provision, other than a change to LITT Global’s address for any Notice of Arbitration, you may reject the change by sending us written notice within 30 days of the change to LITT Global’s address for Notice of Arbitration, in which case your Vendor Account with LITT Global will be immediately terminated and the arbitration provision, as was in effect immediately prior to the rejected changes, will control.
e. If any section or the entirety of this Section 15 is found to be unenforceable, or if LITT Global receives an Opt-Out Notice from you, then the entirety of this Section 15 will be null and void, in which case the exclusive jurisdiction and venue described in Section 16.X will govern any Dispute or action arising out of or related to this Vendor Agreement.
f. Neither party may commence any court proceeding without first complying with this Section 15. However, nothing in this Section 15 prohibits LITT Global from seeking urgent interlocutory relief (including an injunction) from an appropriate court in relation to any Dispute arising under this Vendor Agreement.
g. During any Dispute, this Vendor Agreement will remain in full force and effect.
15.2. Governing Law
a. This Vendor Agreement and any and all Disputes will be governed by the laws of the State of California, without giving effect to any conflict-of-laws principles that may otherwise provide for the application of the law of another jurisdiction.
b. The parties agree that their arrangement under this Vendor Agreement is in interstate commerce and that the Federal Arbitration Act applies to the construction of the arbitration provisions set forth herein. For any claim, Dispute, or other legal proceeding not subject to the arbitration provisions below, the claim or Dispute will be brought and litigated exclusively in the state courts located within Los Angeles County, California or the federal courts in the Central District of California, as appropriate, and you agree to submit to the personal jurisdiction of each of these courts for the purpose of litigating such claims or Disputes.
15.3. Exceptions to Arbitration
a. Notwithstanding the provisions of Section 15.1, nothing in this Vendor Agreement will be deemed to waive, preclude, or otherwise limit the right of either party to: (i) bring an individual action in small claims court; (ii) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (iii) seek injunctive relief in a court of law in aid of arbitration; or (iv) to file suit in a court of law to address an intellectual property infringement claim.
b. If, for some reason, the prohibition on class arbitrations set forth in this Dispute Resolution section cannot be enforced, then the entirety of this agreement to arbitrate will not apply. Where this agreement to arbitrate does not apply, the remainder of this Vendor Agreement, and the Dispute Resolution sections, will continue to apply.
15.4. Arbitration Procedure and Fees
a. Any Vendor that intends to seek arbitration must first transmit a written notice of the Dispute (“Dispute Notice”) to LITT Global by all reasonable means, including by email to firstname.lastname@example.org (Notification of Dispute) and co-operate with LITT Global or LITT Global’s authorized representative to resolve the Dispute. LITT Global’s address for the Dispute Notice is: LITT Global US Pty Ltd, 2511 Brigden Road, Pasadena, CA 91104. The Dispute Notice must: (i) describe the nature and basis of the claim or Dispute; and (ii) set forth the specific relief sought.
b. The parties will make good faith efforts to resolve the Dispute directly, but if the parties do not reach an agreement to do so within sixty (60) days after the Dispute Notice is received, you or LITT Global may commence an arbitration proceeding, in accordance with the AAA Commercial Arbitration Rules published by the American Arbitration Association (AAA) in force at the time, to be administered in Los Angeles, California by an arbitrator agreed upon by the parties or, if such agreement cannot be reached, an arbitrator appointed by the AAA.
c. For any claim where the total amount of the award sought is $10,000 or less, you and LITT Global may elect to have the arbitration conducted by telephone or based solely on written submissions, which election will be binding on you and LITT Global, subject to the arbitrator’s discretion to require an in-person hearing. In cases where an in-person hearing is held, you or LITT Global may attend by telephone, unless the arbitrator requires otherwise.
d. The arbitrator will decide the substance of all claims and Disputes in accordance with applicable law, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator will not be bound by rulings in prior arbitrations involving different Users but is bound by rulings in prior arbitrations involving the same Users, to the extent required by applicable law. The arbitrator’s award will be final and binding, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereover.
e. Each party will bear its own costs in connection with resolution of the Dispute. The costs of the arbitration in accordance with this Section 15 above will be borne equally by both parties.
15.5. Opt-Out Procedure
a. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 15 within thirty (30) days after the date that you agree to this Vendor Agreement by sending a notice to LITT Global US Pty Ltd, Attention: Legal Department – Arbitration Opt-Out, 2511 Brigden Road, Pasadena, CA 91104 that specifies: your full legal name, the email address associated with your account on the Service, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once LITT Global receives your Opt-Out Notice, this Section 15 will be void. The remaining provisions of this Vendor Agreement will not be affected by your Opt-Out Notice.
b. For your convenience, we are providing an Opt-Out Notice form that you can complete and mail to opt out of the agreement to arbitrate. You must complete the Opt-Out Notice form by providing the information called for in the form, including your name, address (including street address, city, state and zip code), and the e-mail address(es) associated with the Vendor Account(s) to which the opt-out applies. You must sign the Opt-Out Notice for it to be effective.
c. This procedure is the only way you can opt out of the agreement to arbitrate.
16.1. General Terms
a. If any clause or provision set forth in this Vendor Agreement is determined to be illegal, invalid, or unenforceable under present or future law, the clause or provision will be deemed to be deleted without affecting the enforceability of all remaining clauses or provisions.
b. No failure or delay in exercising any right, power or privilege under this Vendor Agreement will operate as a waiver of such right or acceptance of any variation of the Vendor Agreement, and nor will any single or partial exercise by either party of any right, power, or privilege preclude any further exercise of the right or the exercise of any other right, power, or privilege.
c. This Vendor Agreement, together with the LITT Global User Terms of Service, LITT Global’s privacy policies, any amendments thereto, and additional policies or agreements between you and LITT Global in connection with the Business Manager Platform, the App, or the Services, will constitute the entire agreement and understanding between you and LITT Global concerning the Services. You acknowledge and agree that you have not relied upon any statement, promise, or representation made or given by or on behalf of LITT Global that is not set out in this Vendor Agreement, the User Terms of Service, our privacy policies, or any document expressly referenced herein.
d. This Vendor Agreement does not create, and may not be construed to create, any agency, partnership, joint venture, fiduciary, or other special relationship or employment. You do not have the authority to bind or make representations on behalf of LITT Global in any manner.
e. You agree that your Vendor Account is non-transferable and all of your rights to your Vendor Account, and its content, terminate upon your death, unless otherwise provided by law. Any rights and licenses granted hereunder may not be transferred or assigned by you but may be assigned by LITT Global without restriction.
f. The headings in this Vendor Agreement are for convenience only and have no legal or contractual effect.
g. To the extent allowed by law, the English version of this Vendor Agreement is binding, and any translations are provided for convenience only.
h. All pronouns and any variations thereof will be deemed to refer to the masculine, feminine, neuter, singular, or plural as the identity of the subject entities or persons.
i. Any word both capitalized and uncapitalized will be deemed to have the same meaning.
j. Your use of the Business Manager Platform and the Services is subject to all additional terms, policies, rules, or guidelines applicable to the Services or certain features of the Services that we may post on or link to from the Services (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, this Vendor Agreement.
k. To the extent that there is any inconsistency between this Vendor Agreement and other terms, policies, rules, or guidelines posted on the Business Manager Platform (including any Deals and Giveaways Terms provided to you pursuant to this Vendor Agreement), the terms of this Vendor Agreement will govern.
16.2. Governing Law; Venue
b. To the extent the parties are permitted under this Vendor Agreement to initiate litigation in a court, both you and LITT Global agree that all claims and Disputes arising out of or relating to the Vendor Agreement will be litigated exclusively in the state or federal courts located in Los Angeles County, California. We make no representation that any aspects of the Services are appropriate or available for use in locations outside of the United States.
16.3 Amendment; Modification
a. LITT Global reserves the right, in its sole discretion, to amend this Vendor Agreement at any time, and such an amended Vendor Agreement will be immediately binding upon you. LITT Global will use reasonable endeavors to notify you of any updates or changes to this Vendor Agreement (but is not obligated to do so).
b. You agree that you will be considered to have reasonable notice of any amendments to this Vendor Agreement once LITT Global has posted them here or notified you by email. You agree that your continued use of the Business Manager Platform after such notice will be taken as your acceptance of the amended Vendor Agreement.
c. It is your responsibility to check periodically for any such amendments to this Vendor Agreement. If you do not agree with the amended Vendor Agreement, you must take steps to cancel your Vendor Account and immediately stop using the Business Manager Platform.
16.4. Notices; Communications
b. The Business Manager Platform and the App are offered by LITT Global US Pty Ltd, located at 2511 Brigden Road, Pasadena, CA 91104. You may contact us by sending correspondence to that address or by emailing us at email@example.com.
c. We are under no obligation to provide support for the Business Manager Platform or the App. In instances where we may offer support, the support will be subject to published policies.
16.5 Territory-Specific Terms
a. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Business Manager Platform or the App or to receive further information regarding use of the Business Manager Platform and the App.
b. The Business Manager Platform and the App are intended for Vendors located within the United States. We make no representation that the Business Manager Platform or the App are appropriate or available for use outside of the United States. Access to the Business Manager Platform and the App from countries or territories or by individuals where such access is illegal is prohibited.