1. Access and Use of the Lotus interworks Platform

Lotus interworks Platform:  The Lotus interworks Platform is designed to allows Service Providers to list, manage, quote, schedule, offer, and otherwise provide services (“Services”) sought, scheduled or received by Customers.  In addition, Customers and Service Providers can access various other features and services on the Lotus interworks Platform that may be added by Lotus interworks from time to time.

Member Account, Password and Security: As part of the registration process, You may need to identify administrative user name(s) and password(s) for your Lotus interworks User account(s).  Users shall be responsible for all use of the Lotus interworks Platform under User account(s).  You are responsible for maintaining the confidentiality of your password and account, if any, and are fully responsible for any and all activities that occur under your password or account. You agree to (a) immediately notify Lotus interworks of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the Lotus interworks Platform. Lotus interworks will not be liable for any loss or damage arising from your failure to comply with this Section.

Free and Paid Versions of the Lotus interworks Platform:  If you are using a version of the Lotus interworks Platform that requires the payment of a fee to Lotus interworks, other than pursuant to a Work Order, you are subject to and agree to pay all payment terms, fees, and pricing set forth on Pricing Page – Business and/or Pricing Page – Personal or prices presented at the point of purchase for any Services made available on the Lotus interworks Platform (“Fees”).  NOTWITHSTANDING ANYTHING CONTAINED HEREIN, ANY SERVICE PROVIDED FOR FREE IS PROVIDED “AS-IS” WITHOUT ANY REPRESENTATIONS, WARRANTIES OR INDEMNITIES.

Cancellation and Refund Policy:

1. For Products and Services purchased from Lotus interworks

Lotus interworks will Refund, in full, the price You paid to purchase any Product from Lotus interworks, provided You return the Product to Lotus interworks at “Lotus interworks, Inc. 10801 National Blvd. Suite 500 Los Angeles, California, 90064” within seven calendar days from the date you purchased the Product from Lotus interworks. You may Cancel any Service purchased from Lotus interworks by viewing your online bill, selecting the Service you wish to cancel, then clicking on its Cancel option and confirming that you wish to Cancel. You will be denied use of the cancelled Service immediately thereafter, and data associated with the Service may be permanently deleted. Any Payments you have made in excess of billed amounts for the Cancelled Service will be Refunded to you within seven (7) working days of the date you Cancelled the said Service. You are responsible to pay all amounts you owe when due including amounts due on the cancelled Service.

2. For Products and Services purchased from Service Providers

Service Providers are solely responsible for their own Cancellation and Refund Policy, Lotus interworks is not. Lotus interworks will not Refund any payments You have made to Service Providers.

Except as set forth above, no other Fees are refundable under any circumstances.

Modifications to Lotus interworks Platform: Lotus interworks reserves the right to modify or discontinue, temporarily or permanently, the Lotus interworks Platform (or any part thereof) with or without notice. You agree that Lotus interworks will not be liable to you or to any third party for any modification, suspension or discontinuance of the Lotus interworks Platform.

General Practices Regarding Use and Storage: You acknowledge that Lotus interworks may establish general practices and limits concerning use of the Lotus interworks Platform, including without limitation the maximum period of time that data or other content will be retained by the Lotus interworks Platform and the maximum storage space that will be allotted on Lotus interworks’ servers on your behalf. You agree that Lotus interworks has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Lotus interworks Platform. You acknowledge that Lotus interworks reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that Lotus interworks reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

Mobile Services: The Lotus interworks Platform includes certain services that are available via a mobile device, including (i) the ability to upload content to the Lotus interworks Platform via a mobile device, (ii) the ability to browse the Lotus interworks Platform from a mobile device and (iii) the ability to access certain features through an application downloaded and installed on a mobile device (collectively, the “Mobile Services”). To the extent you access the Lotus interworks Platform through a mobile device, your wireless service carrier’s standard charges, data rates and other fees may apply.  In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices. By using the Mobile Services, you agree that we may communicate with you regarding Lotus interworks and other entities by SMS, MMS, text message or other electronic means to your mobile device and that certain information about your usage of the Mobile Services may be communicated to us.  In the event you change or deactivate your mobile telephone number, you agree to promptly update your Lotus interworks account information to ensure that your messages are not sent to the person that acquires your old number.

Communications: Lotus interworks may track the occurrence of communications between Customers and Service Providers that occur off of the Platform via email, phone call, SMS text message, third-party websites, or any other means, whether initiated by a Customer or Service Provider. In order to track the occurrence of such communications, Lotus interworks may obscure Service Provider contact information in a Service Provider profile, replace Service Provider contact information in a Service Provider profile with a different piece of contact information that will forward to the Service Provider, or take any other step reasonably calculated to track the occurrence of such communications. Except as explicitly stated herein, we will not record or review the content of any communications that do not come into contact with the Lotus interworks Platform unless we first obtain your permission.

If you send text messages with a Customer or Service Provider using the telephone number for that User available on the Lotus interworks Platform, we may use a third-party service provider to track these text messages. We track these text messages for fraud prevention, to ensure appropriate charging of Fees, to enforce these Terms, and for quality and training purposes. As part of this process, Lotus interworks and its service provider will receive in real time and store data about your text message, including the date and time of the text message, your phone number, and the content of the text message.

Relationship with Lotus interworks: If you are a Customer or a Service Provider, your relationship with Lotus interworks is limited to being an independent, third-party contractor, and not an employee, agent, joint venturer or partner of Lotus interworks for any reason, and you act exclusively on your own behalf and for your own benefit, and not on behalf, or for the benefit, of Lotus interworks. Lotus interworks does not, and shall not be deemed to, direct or control you generally or in your performance under these Terms specifically, including in connection with Purchase Orders. You acknowledge and agree that you have complete discretion whether to list goods or services or otherwise engage in other business activities.

All Service Providers and Customers represent and warrant that:

You will fulfil the commitments you make to other Users, communicate clearly and promptly through the chat thread, be present and/or available at the time you agree upon with your Service Provider or Customer as the case may be, and only utilize the third party payment service provider specified or approved by Lotus interworks to make or receive payment for services provided through the Lotus interworks Platform;

You will not attempt to circumvent the communications and payments system on the Lotus interworks Platform, including any service charge or platform fee in any way including, but not limited to, making or processing payments outside of the Simply Platform, providing inaccurate information on invoices, or otherwise invoicing in a fraudulent manner.

You are at least of the legally required age in the jurisdiction in which you reside (18 years of age or older for U.S. based Users), and are otherwise capable of entering into binding contracts;

You have the right, authority and capacity to enter into this Agreement and to abide by the terms and conditions of this Agreement, and that you will so abide;

You will respect the privacy (including without limitation private, family and home life), property, and data protection rights of other Users and will not record (whether video or audio or otherwise) any Service or any interaction by or with any User or Lotus interworks in connection with the Lotus interworks Platform without the prior written consent of Lotus interworks or the relevant User, as applicable;

You will act professionally and responsibly in your interactions with other Users;

You will use your real name or business name and an up-to-date photo on your profile.

2. Service Provider Specific Terms

(a) Service Provider Responsibilities

You are responsible for creating a Service Provider listing through the Lotus interworks Platform that includes, but is not limited to, a sufficient description, pricing structure, location, and calendar availability) and any other pertinent information requested by Lotus interworks (“Listing”).  You must provide complete and accurate information about your Listing and are responsible for keeping your Listing information up-to-date at all times.  Your Listing, and any terms and conditions included in your Listing, must not conflict with these Terms or any other relevant agreement to which you are a party.

Once you have created a Listing, you may communicate with, market to, sell to, and receive orders from Customers on the Lotus interworks Platform for your Services (“Purchase Orders”).  You are responsible for performing or arranging the performance of all Services ordered on the Lotus interworks Platform on the dates and in the quantities requested by a Customer in its Purchase Orders or otherwise in writing.  If performance date(s) specified by Customers cannot be met by Service Provider, Service Provider shall immediately inform Customer in writing of the delay and of the earliest possible delivery date(s) for such order.  Lotus interworks makes no warranties and bears no liability for Services, or for any delays in receiving or failure to receive Services.

(b) Service Provider Representation and Warranties

You represent and warrant that

1. (i) You have read the terms of any agreements you have entered with any third parties in relation to your Listing, such as any supplier, Service Provider, manufacturer, landlords, or other relevant third parties;
2. (ii) Any List you post and a Customer’s purchase of or use or participation in the Service offered in such Listing will not breach any such agreements;
3. (iii) You will use the Lotus interworks Platform in compliance with all applicable laws and regulations;
4. (iv) You are operating as a sole proprietor, partnership, limited liability company, limited liability partnership, corporation or other business entity;
5. (v) You have the unrestricted right to work in the jurisdiction in which you will be performing Services;
6. (vi) If the Service is performed in a jurisdiction that requires you to have a business license or business tax registration, you have the required business license or business tax registration;
7. (vii) You are responsible for identifying and obtaining any required licenses, permits, or registrations before offering services and undertaking Sasks (including but not limited to a state contractor’s license pursuant to California Business and Professions Code section 7000 et seq., if such license is applicable to the Service you are performing);
8. (viii) You have any and all insurance required to operate your business and provide your services;
9. (ix) You will honour your commitments to other Customers on the Lotus interworks Platform, including by responding to invitations promptly; performing the Service(s) as agreed upon with your Customer; and providing timely, high-quality services to your Customers;
10. (x) You will only offer and provide services for which you have the necessary skills and expertise, and provide those services safely and in accordance with all applicable laws.

As a Service Provider, you are responsible for your own acts and omissions and those of any individuals who reside at or otherwise engage with your Services. Furthermore, you represent and warrant that you have all rights necessary to upload, provide, and display the User Content (as defined below) in connection with your Listing, including all images, written descriptions and other content, and that neither the User Content nor your uploading, posting, publishing, or submission of the User Content, nor Lotus interworks’s use of the User Content will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy.

3. Customer Specific Terms

(a) Customer Responsibilities

You are responsible for ensuring

1. (i) that you have listed the appropriate and secure service address on your Purchase Order for each ordered Service;
2. (ii) you have provided clear instructions to ensure that you or your agent can physically receive the Services at all required times.

(b) Customer Warranties

You represent and warrant that you will use the Lotus interworks Platform in compliance with all applicable laws and regulations. As a Customer, you are responsible for your own acts and omissions and those of any individuals who reside at your locations or otherwise engage with Services.

4. Service Provider and Customer Relationship

You acknowledge and agree that a legally binding contract with another User (the “Service Agreement”) is formed when you and that User agree on the terms of a Service. The terms of the Service Agreement include the terms set forth in this Section 4, the engagement terms proposed and accepted on the Lotus interworks Platform, and any other contractual terms accepted by both the Service Provider and their Customer to the extent such terms do not conflict with the terms in this Agreement, including this Section 4, and do not expand Lotus interworks’s obligations or restrict Lotus interworks’s rights under this Agreement. Lotus interworks is not a party to any Service Agreement and the formation of a Service Agreement will not, under any circumstances, create an employment or other service relationship between Lotus interworks and the Service Provider, nor will it create an employment relationship between the Customer and the Service Provider.  Users do not have authority to enter into written or oral—whether implied or express—contracts on behalf of Lotus interworks. Lotus interworks’s role, beyond enabling connections between Customers and Service Providers via it’s web-based communications platform, is to act as a limited payment collection agent for the Service Provider to facilitate payment for Services on behalf of the Service Provider through the Lotus interworks Platform. In acting as the limited payment collection agent for Services on the Lotus interworks Platform, Lotus interworks disclaims any other agency or authority to act on behalf of the Service Provider, and assumes no liability or responsibility for any acts or omissions of the Service Provider, either within or outside of the Lotus interworks Platform.

While using the Lotus interworks Platform, Customers, in their sole discretion, determine whether they will be present or not when a Service is performed. Customers who elect not to be present when a Service is performed agree that if someone other than them books the Service on their behalf or is present when the Service is performed, they are appointing that person as their agent (“Customer’s Agent”) and the Service Provider may take and follow direction from the Customer’s Agent as if such direction was given from the Customer him or herself. If you are a Customer’s Agent and accessing and using the Lotus interworks Platform on behalf of a Customer, you represent that you have the authority to act as their agent and to bind that person as the principal to all provisions of the Terms of Service. Customer assumes full and sole responsibility for the acts and omissions of Customer’s Agents. Customer’s Agents are deemed third parties for the purposes of the Happiness Pledge and are thereby excluded from it.

The Customer shall pay their Service Provider(s) in full for all Service services as indicated on the Lotus interworks Platform, at the rates agreed to by the parties in the Service Agreement. Each User agrees to comply with the Service Agreement and this Agreement during the engagement, performance and completion of a Service. You agree that you are solely responsible for your interactions with any other User in connection with the Lotus interworks Platform and Lotus interworks will have no liability or responsibility with respect thereto.  Lotus interworks has no control over and does not guarantee (i) the existence, quality, safety, suitability, or legality of any Service or Service listing, (ii) the truth or accuracy of any Service listing descriptions or other User Content, or (iii) the performance or conduct of any User, Service Provider, or third party.  Lotus interworks does not endorse any User, Service, Service Provider, or Customer.  Lotus interworks reserves the right, but has no obligation, to become involved in any way with disputes between you and any other User of the Lotus interworks Platform.

5. Intellectual Property Rights

(a) License Grant; Usage Restrictions

Subject to the terms of this Agreement, Lotus interworks will provide you a limited, non-exclusive, non-transferable, non-sublicensable access to the Lotus interworks Platform its internal business purposes only.  The technology and software underlying the Lotus interworks Platform or distributed in connection therewith are the property of Lotus interworks, our affiliates and our partners.  You will not, directly or indirectly: sell, assign, sublicense, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Lotus interworks Platform or any software, documentation or data related to the Lotus interworks Platform (“Software”); modify, translate, or create derivative works based on the Lotus interworks Platform or any Software (except to the extent expressly permitted by Lotus interworks or authorized within the Lotus interworks Platform); use the Lotus interworks Platform or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; otherwise transfer any right in the Software or remove any proprietary notices or labels; or otherwise transfer any right in the Software.  Any rights not expressly granted herein are reserved by Lotus interworks.

(b) Service Content and Trademarks:

You acknowledge and agree that the Lotus interworks Platform may contain content or features (“Platform Content”) that are protected by copyright, patent, trademark, trade secret or other proprietary rights and laws.  Except as expressly authorized by Lotus interworks, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the Lotus interworks Platform or the Platform Content, in whole or in part, except that the foregoing does not apply to your own User Content (as defined below) that you legally upload to the Lotus interworks Platform.  In connection with your use of the Lotus interworks Platform you will not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods.  If you are blocked by Lotus interworks from accessing the Lotus interworks Platform (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address).  Any use of the Lotus interworks Platform or the Platform Content other than as specifically authorized herein is strictly prohibited.

The Lotus interworks name and logos are trademarks and service marks of Lotus interworks (collectively the “Lotus interworks Trademarks”). You may not use any metatags or other “hidden text” utilizing “Lotus interworks” or any other name, trademark, or product and service name of Lotus interworks without our prior written permission.  In addition, the look and feel of our Service, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of Lotus interworks and may not be copies, imitated or used, in whole or in part, without our prior written permission. Other Service Provider, Customer, company, product, and service names and logos used and displayed via the Lotus interworks Platform may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Lotus interworks. Nothing in this Terms or the Lotus interworks Platform should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Lotus interworks Trademarks displayed on the Lotus interworks Platform, without our prior written permission in each instance. All goodwill generated from the use of Lotus interworks Trademarks will inure to our exclusive benefit.  Reference to any Services, services, processes or other information, by trademark, manufacturer, supplier, third-party Service Provider or otherwise does not constitute or imply our endorsement, sponsorship or recommendation.

(c) Third Party Material:

Under no circumstances will Lotus interworks be liable in any way for any content or materials of any third parties (including Users), including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content.  You acknowledge that Lotus interworks does not pre-screen content, but that Lotus interworks and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Lotus interworks Platform. Without limiting the foregoing, Lotus interworks and its designees will have the right to remove any content that violates these Terms or is deemed by Lotus interworks, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.

(d) User Content Transmitted Through The Lotus interworks Platform:

With respect to the content or other materials you upload through the Lotus interworks Platform or share with other Users or recipients (collectively, “User Content”), you represent and warrant that you own all right, title and interest in and to such User Content, including, without limitation, all copyrights and rights of publicity contained therein.  By uploading any User Content you hereby grant and will grant Lotus interworks and its affiliated companies a nonexclusive, worldwide, royalty free, fully paid up, transferable, sublicensable, perpetual, irrevocable license to copy, display, upload, perform, distribute, store, modify and otherwise use your User Content in connection with the operation of the Lotus interworks Platform or the promotion, advertising or marketing thereof, in any form, medium or technology now known or later developed.

You acknowledge and agree that Lotus interworks may preserve content and may also disclose content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to:

1. (a) comply with legal process, applicable laws or government requests;
2. (b) enforce these Terms;
3. (c) respond to claims that any content violates the rights of third parties; or
4. (d) protect the rights, property, or personal safety of Lotus interworks, its Users and the public. You understand that the technical processing and transmission of the Lotus interworks Platform, including your content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
5. (e) Service Provider Listing Design
   You may establish, or Lotus interworks may help design, the appearance of your Listing (a “Listing Design”). If you download a Listing Design or otherwise work with Lotus interworks to design a Listing Design, you are licensed to use it for a single Listing only. You are free to transfer a Listing Design to a second one of your own Listing if you close your first Listing. You are not permitted to transfer or sell a Listing Design to any other person’s Listing either on Lotus interworks or elsewhere. The intellectual property rights of the Listing Design is Lotus interworks Content and remains the property of Lotus interworks.  For clarity, the Listing Design does not include your User Content.  If you exceed the rights granted by your purchase of a Listing Design, Shopify may take administrative action such as modifying your Listing or closing your Listing, or terminating this Agreement.
6. (f) Copyright Complaints
   Lotus interworks respects the intellectual property of others, and we ask our Users to do the same.  If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify Lotus interworks of your infringement claim in accordance with the procedure set forth below. Lotus interworks will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws with respect to any alleged or actual infringement.  A notification of claimed copyright infringement should be emailed to Lotus interworks’ Copyright Agent at info@lotusinterworks.com (Subject line:  “DMCA Takedown Request”).  You may also contact us by mail or facsimile at: Lotus interworks, Inc.
   
10801 National Blvd. Suite 500
   
Los Angeles, California, 90064

To be effective, the notification must be in writing and contain the following information:

• An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
• A description of the copyrighted work or other intellectual property that you claim has been infringed;
• A description of where the material that you claim is infringing is located on the Lotus interworks Platform, with enough detail that we may find it on the Lotus interworks Platform;
• Your address, telephone number, and email address;
• A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law;
• A statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.



Counter-Notice: If you believe that your User Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to upload and use the content in your User Content, you may send a written counter-notice containing the following information to the Copyright Agent:


• Your physical or electronic signature;
• Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
• A statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
• Your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal court located within Los Angeles County  and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Copyright Agent, Lotus interworks will send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or User, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at our sole discretion.

Repeat Infringer Policy:  In accordance with the DMCA and other applicable law, Lotus interworks has adopted a policy of terminating, in appropriate circumstances and at Lotus interworks’ sole discretion, Users who are deemed to be repeat infringers.  Lotus interworks may also at its sole discretion limit access to the Lotus interworks Platform and/or terminate the memberships of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

6. Lotus interworks Platform Payments

In order to participate on the Lotus interworks Platform, you will be required to provide Lotus interworks a valid payment method and you authorize Lotus interworks to automatically charge such payment method for all amounts due under these Terms, including any applicable fees, purchases, and late fees.  Any other non-electronic payment method not on our Service must be pre-approved via application and written communication with us at time of account creation. If the payment method we have on file for your at any time expires or otherwise becomes invalid, you agree to promptly provide to us with a substitute payment method.  You represent and warrant to Lotus interworks that such information is true and that you are authorized to use the payment instrument.

7. Lotus interworks Wallet

The Lotus interworks Platform may include virtual coins, points or other virtual currencies (“Lotus interworks Wallet”).  By purchasing or otherwise acquiring Lotus interworks Wallet, you obtain a limited license (which is revocable by Lotus interworks at any time unless otherwise required by applicable laws) to access and select from other Service Providers. Lotus interworks Wallet has no monetary value and does not constitute currency or property of any type. Lotus interworks Wallet may be redeemed for Services from Service Providers only, if at all. Subject to applicable local law, Lotus interworks Wallet is non-refundable. You are not entitled to a refund or any other compensation for any unused Lotus interworks Wallet and unused Lotus interworks Wallet is non-exchangeable. Service Providers may revise the pricing for the Services and Lotus interworks Wallet offered through the Program at any time. Lotus interworks may limit the total amount of Services or Lotus interworks Wallet that may be purchased at any one time, and/or limit the total amount of Service Provided Content or Lotus interworks Wallet that may be held in your account in the aggregate. You are only allowed to purchase Services or Lotus interworks Wallet from Service Providers, Lotus interworks or our authorized partners through the Lotus interworks Platform, and not in any other way. Lotus interworks and Service Providers reserve the right to refuse your request(s) to acquire Services and/or Lotus interworks Wallet. You agree that you will be solely responsible for paying any applicable taxes related to the acquisition of, use of or access to Services and/or Lotus interworks Wallet.
Any sale of Services , including, but not limited to, Lotus interworks Wallet for “real” money or exchange of those items or Lotus interworks Wallet for value outside of the Lotus interworks Platform is prohibited. Services may be altered, removed, deleted, or discontinued by Lotus interworks or Service Providers (e.g., upon termination of this Agreement) even if you have not “used” or “consumed” the Services prior to alteration, removal, deletion, or discontinuation.

8. Conditions of Use

(a) User Conduct

You are solely responsible for all code, video, images, information, data, text, software, music, sound, photographs, graphics, messages or other materials (“content”) that you upload, post, publish or display (hereinafter, “upload”) or email or otherwise use via the Lotus interworks Platform, and represent that you have all necessary rights to such content.  The following are examples of the kind of content and/or use that is illegal or prohibited by Lotus interworks.  Lotus interworks reserves the right to investigate and take appropriate legal action against anyone who, in Lotus interworks’ sole discretion, violates this provision, including without limitation, removing the offending content from the Lotus interworks Platform, suspending or terminating the account of such violators and reporting you to the law enforcement authorities.  You agree to not use the Lotus interworks Platform to:
1. Email or otherwise upload any content that (i) infringes any intellectual property or other proprietary rights of any party; (ii) you do not have a right to upload under any law or under contractual or fiduciary relationships; (iii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person; (v) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation; (vi) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful racially, ethnically or otherwise objectionable; or (vii) in the sole judgment of Lotus interworks, is objectionable or which restricts or inhibits any other person from using or enjoying the Lotus interworks Platform, or which may expose Lotus interworks or its Users to any harm or liability of any type;
2. Interfere with or disrupt the Lotus interworks Platform or servers or networks connected to the Lotus interworks Platform, or disobey any requirements, procedures, policies or regulations of networks connected to the Lotus interworks Platform;
Violate any applicable local, state, national or international law, or any regulations having the force of law;
1. impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
2. solicit personal information from anyone under the age of 18;
3. harvest or collect email addresses or other contact information of other users from the Lotus interworks Platform by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized;
further or promote any criminal activity or enterprise or provide instructional information about illegal activities; or
1. obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Lotus interworks Platform.

(b) Special Notice for International Use; Export Controls

Software (defined below) available in connection with the Lotus interworks Platform and the transmission of applicable data, if any, is subject to United States export controls.  No Software may be downloaded from the Lotus interworks Platform or otherwise exported or re-exported in violation of U.S. export laws.  Downloading or using the Software is at your sole risk.  Recognizing the global nature of the Internet, you agree to comply with all local rules and laws regarding your use of the Lotus interworks Platform, including as it concerns online conduct and acceptable content.

(c) Commercial Use

Unless otherwise expressly authorized herein or in the Lotus interworks Platform, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer or upload for any commercial purposes, any portion of the Lotus interworks Platform, use of the Lotus interworks Platform, or access to the Lotus interworks Platform

9.Third Party Distribution Channels

Lotus interworks offers Software applications that may be made available through the Apple App Store, Android Marketplace or other distribution channels (“Distribution Channels”).  If you obtain such Software through a Distribution Channel, you may be subject to additional terms of the Distribution Channel.  These Terms are between you and us only, and not with the Distribution Channel.  To the extent that you utilize any other third party services in connection with your use of the Lotus interworks Platform, you agree to comply with all applicable terms of any agreement for such third party services.
With respect to Software that is made available for your use in connection with an Apple-branded product (such Software, “Apple-Enabled Software”), in addition to the other terms and conditions set forth in these Terms, the following terms and conditions apply:
● Lotus interworks and you acknowledge that these Terms are concluded between Lotus interworks and you only, and not with Apple Inc. (“Apple”), and that as between Lotus interworks and Apple, Lotus interworks, not Apple, is solely responsible for the Apple-Enabled Software and the content thereof.
● You may not use the Apple-Enabled Software in any manner that is in violation of or inconsistent with the Usage Rules set forth for Apple-Enabled Software in, or otherwise be in conflict with, the App Store Terms of Service.
● Your license to use the Apple-Enabled Software is limited to a non-transferable license to use the Apple-Enabled Software on an iOS Product that you own or control, as permitted by the Usage Rules set forth in the App Store Terms of Service.

● Apple has no obligation whatsoever to provide any maintenance or support services with respect to the Apple-Enabled Software.
● Apple is not responsible for any product warranties, whether express or implied by law. In the event of any failure of the Apple-Enabled Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Apple-Enabled Software to you, if any; and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Apple-Enabled Software, or any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty, which will be Lotus interworks’ sole responsibility, to the extent it cannot be disclaimed under applicable law.
● Lotus interworks and you acknowledge that Lotus interworks, not Apple, is responsible for addressing any claims of you or any third party relating to the Apple-Enabled Software or your possession and/or use of that Apple-Enabled Software, including, but not limited to: (i) product liability claims; (ii) any claim that the Apple-Enabled Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
● In the event of any third party claim that the Apple-Enabled Software or the end-user’s possession and use of that Apple-Enabled Software infringes that third party’s intellectual property rights, as between Lotus interworks and Apple, Lotus interworks, not Apple, will be solely responsible for the investigation, defence, settlement and discharge of any such intellectual property infringement claim.
● You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

If you have any questions, complaints or claims with respect to the Apple-Enabled Software, they should be directed to Lotus interworks as follows:
info@lotusinterworks.com
Lotus interworks, Inc.
10801 National Blvd. Suite 500
Los Angeles, California, 90064
Lotus interworks and you acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms with respect to the Apple-Enabled Software, and that, upon your acceptance of the terms and conditions of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you with respect to the Apple-Enabled Software as a third party beneficiary thereof.

10. Non-Disclosure and Confidentiality

a) The Parties acknowledge and agree that, as a result of their dealings with each other, each Party will have access to and will be making use of each other’s Confidential Information, and that this Confidential Information is of special, proprietary and unique economic value to each Party.  For purposes of this Agreement, the term “Confidential Information” shall include, without limitation, any and all data, documents and information that reveals or pertains to a Party’s services, processes, technology, concepts, techniques, designs, computer programs, software, scientific or technical know-how, trade secrets, inventions, copyrights, methods, and any business plans, customer lists, financial, marketing, sales, cost, statistical and other business data or information pertaining to a Party’s businesses and operations by which a Party’s existing and/or future services, applications and methods of operation are developed, manufactured, conducted and operated, as well as the means and methods of marketing such services, services, applications and methods of operations, and financial data and information relating to such services, applications and methods of operation (collectively and as to individual components thereof, the “Confidential Information”).
(b) Both Parties agree to take reasonable precaution to protect each other’s Confidential Information, keep it confidential, and not disclose or use the other Party’s Confidential Information or to disclose it to third parties except in accordance with the terms and conditions set forth in this Agreement.  Each Party agrees that during the Term of this Agreement and for a period of five (5) calendar years after the expiration or termination of this Agreement, each Party will not, without the written consent of the other Party, or its successors, shareholders or permitted assigns, disclose any such Confidential Information to any person, firm, third party, corporation, or other entity for any purpose whatsoever, or use such Confidential Information for any purpose not required or permitted by this Agreement.
(c) The term “Confidential Information” does not include information which (i) is already or becomes generally available to the general public other than as a result of a breach or impermissible disclosure by the receiving Party or its representatives; (ii) was available to the receiving Party on a non-confidential basis prior to its disclosure by the disclosing Party or its representatives; (iii) becomes available to the receiving Party on a non-confidential basis from a source other than the disclosing Party or its representatives, provided that such disclosing source is not bound by any confidentiality covenants, restrictions or related agreements with the disclosing Party or its representatives or otherwise prohibited from transmitting the information to the receiving Party by a contractual, legal or fiduciary obligation; or (iv) the receiving Party is required to disclose pursuant to a valid order or subpoena issued by a governmental body of competent jurisdiction; provided, however, if the receiving Party is called upon at any time to disclose any Confidential Information (“Process”), the receiving Party shall provide the other Party prompt written notice of such Process so that the other Party may seek an appropriate protective order or take whatever steps it deems necessary.

11. Third Party Websites

The Lotus interworks Platform may provide, or third parties may provide, links or other access to other sites and resources on the Internet. Lotus interworks has no control over such sites and resources and Lotus interworks is not responsible for and does not endorse such sites and resources.  You further acknowledge and agree that Lotus interworks will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, events, goods or services available on or through any such site or resource.  Any dealings you have with third parties found while using the Lotus interworks Platform are between you and the third party, and you agree that Lotus interworks is not liable for any loss or claim that you may have against any such third party. Social Networking Services
You may enable or log in to the Lotus interworks Platform via various online third party services, such as social media and social networking services like Facebook, Instagram or Twitter (“Social Networking Services”). By logging in or directly integrating these Social Networking Services into the Lotus interworks Platform, we make your online experiences richer and more personalized. To take advantage of this feature and capabilities, we may ask you to authenticate, register for or log into Social Networking Services on the websites of their respective providers. As part of such integration, the Social Networking Services will provide us with access to certain information that you have provided to such Social Networking Services, and we will use, store and disclose such information in accordance with our Privacy Policy. For more information about the implications of activating these Social Networking Services and Lotus interworks’ use, storage and disclosure of information related to you and your use of such services within Lotus interworks (including your friend lists and the like), please see our Privacy Policy at Privacy Policy. However, please remember that the manner in which Social Networking Services use, store and disclose your information is governed solely by the policies of such third parties, and Lotus interworks shall have no liability or responsibility for the privacy practices or other actions of any third party site or service that may be enabled within the Lotus interworks Platform.
In addition, Lotus interworks is not responsible for the accuracy, availability or reliability of any information, content, goods, data, opinions, advice or statements made available in connection with Social Networking Services. As such, Lotus interworks is not liable for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Social Networking Services. Lotus interworks enables these features merely as a convenience and the integration or inclusion of such features does not imply an endorsement or recommendation.

12. Indemnity

Users shall indemnify and shall hold harmless Lotus interworks (including any parent, affiliate, and subsidiary companies), upon its first demand, from and against any and all claims, demands, actions, suits, causes of action, damages, and expenses (including, but not limited to, expenses of investigation, settlement, litigation, and attorneys’ fees incurred in connection therewith) (“Losses”) that any third party (including any customer) makes, sustains, or brings against Lotus interworks (including any parent, affiliate, and subsidiary companies) or any of its customers to the extent resulting from or in connection with (1) User’s breach of this Agreement, (2) your conduct in using the Lotus interworks Platform, including User’s interaction with others regardless of whether such interaction is related to use of the Lotus interworks Platform , (3) act or omission by User or anyone on its behalf in connection with this Agreement or the Services; and/or (4) any claim for infringement, misappropriation or misuse of any intellectual property rights and/or industrial rights of any person with respect to the Services.
Lotus interworks shall indemnify and hold harmless Users (including any parent, affiliate, and subsidiary companies) from and against any and all Losses that any third party makes, sustains, or brings against Supplier (including any parent, affiliate, and subsidiary companies) to the extent resulting from or in connection a claim for infringement of intellectual property rights of any person with respect to the Lotus interworks Platform or Software.

13. Disclaimer of Warranties

YOUR USE OF THE LOTUS INTERWORKS PLATFORM IS AT YOUR SOLE RISK. THE LOTUS INTERWORKS PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.  LOTUS INTERWORKS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
LOTUS INTERWORKS MAKES NO WARRANTY THAT (I) THE LOTUS INTERWORKS PLATFORM OR SERVICES OFFERED BY SERIVCE PROVIDER WILL MEET YOUR REQUIREMENTS, (II) THE LOTUS INTERWORKS PLATFORM OR SERVICES OFFERED BY SERIVCE PROVIDER WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE LOTUS INTERWORKS PLATFORM OR SERVICES OFFERED BY SERIVCE PROVIDER WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE LOTUS INTERWORKS PLATFORM WILL MEET YOUR EXPECTATIONS.

14. Limitation of Liability

EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS, OR A BREACH OF CONFIDENTIALITY OR THE LICENSE RESTRICTIONS, UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL ANY PARTY BE LIABLE TO THE OTHER FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY CHARACTER, INCLUDING DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOST SALES OR BUSINESS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST CONTENT OR DATA, OR FOR ANY AND ALL OTHER DAMAGES OR LOSSES, EVEN IF A REPRESENTATIVE OF SUCH PARTY HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, OR (B) EXCLUDING CUSTOMER PAYMENT OBLIGATIONS, ANY DIRECT DAMAGES, COSTS, OR LIABILITIES IN EXCESS OF THE AMOUNTS PAID BY SERVICE PROVIDER OR CUSTOMER DURING THE TWELVE (12) MONTHS PRECEDING THE INCIDENT OR CLAIM.

15. Dispute Resolution By Binding Arbitration:

(a) Agreement to Arbitrate

This Dispute Resolution by Binding Arbitration section is referred to in this Terms of Service as the “Arbitration Agreement.”  You agree that any and all disputes or claims that have arisen or may arise between you and Lotus interworks, whether arising out of or relating to this Terms of Service (including any alleged breach thereof), the Lotus interworks Platform, any advertising, any aspect of the relationship or transactions between us, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify.  Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf.  You agree that, by entering into this Terms of Service, you and Lotus interworks are each waiving the right to a trial by jury or to participate in a class action.  Your rights will be determined by a neutral arbitrator, not a judge or jury.  The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.

(b) Prohibition of Class and Representative Actions and Non-Individualized Relief

This Dispute Resolution by Binding Arbitration section is referred to in this Terms of Service as the “Arbitration Agreement.”  You agree that any and all disputes or claims that have arisen or may arise between you and Lotus interworks, whether arising out of or relating to this Terms of Service (including any alleged breach thereof), the Lotus interworks Platform, any advertising, any aspect of the relationship or transactions between us, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify.  Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf.  You agree that, by entering into this Terms of Service, you and Lotus interworks are each waiving the right to a trial by jury or to participate in a class action.  Your rights will be determined by a neutral arbitrator, not a judge or jury.  The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.