Terms and Conditions
Effective: August 7, 2024
These Terms and Conditions govern your access to and use of our Technology.
Our Technology is intended for use solely inside of the United States by United States residents eighteen (18) years of age and older. If you do not meet these criteria, you are prohibited from using or accessing our Technology.
YOUR USE OF OR ACCESS TO OUR TECHNOLOGY CONSTITUTES YOUR ACKNOWLEDGEMENT THAT YOU HAVE READ AND UNDERSTOOD THESE TERMS AND CONDITIONS AND YOUR AGREEMENT TO BE BOUND BY THESE TERMS AND CONDITIONS AND OUR PRIVACY NOTICE. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS OR OUR PRIVACY NOTICE, YOU ARE PROHIBITED FROM USING OR ACCESSING OUR TECHNLOGY.
A. Definitions
a. “Claims” means claims, suits, demands, judgments, liabilities, and legal actions.
b. “Clients” means website operators who deploy our Technology on their websites.
c. “Input” means information (including personal information), data, text, instructions, or queries you submit or provide in connection with your use of the Technology.
d. “Losses” means damages, losses, costs and liabilities (including reasonable attorney and professional fees) arising from a Claim.
e. “Output” means responses to Input, generated by the Technology.
f. “Privacy Notice” means our Privacy Notice available at https://lahzo.com/privacy-notice
g. “Technology” means our automated online customer service and support chat services, any other software, products, or services we provide, and all Output.
h. “Terms and Conditions” means this document.
i. “We”, “us”, or “our” means Big B Corporation.
j. “You” or “your” means any individual or entity (other than Big B Corporation or our agents acting on our behalf) that accesses or uses our Sites or Technology.
B. Your Input
Subject to the terms of our Privacy Notice, you hereby grant to us an unlimited, worldwide, royalty free, irrevocable, freely transferable, perpetual right and license to copy, modify, use, and exploit all Input in any manner and for any purpose. You acknowledge and agree that your Input and any Output derived therefrom may be shared with applicable Clients.
C. Intellectual Property
We shall retain all intellectual property rights pertaining to the Technology, including but not limited to copyright, trademark, and patent rights. All rights not expressly granted herein are reserved.
D. Privacy
Use of the Tech granted hereunder shall be subject to our Privacy Notice, which is incorporated by reference herein.
E. Termination
Your access to the Technology is subject to immediate termination or suspension, in our sole discretion, if (i) you violate any term of these Terms and Conditions or any applicable law, regulation, or rule, (ii) you are or become engaged in a business that is competitive with our business, or (iii) for any other reason or no reason. The provisions of the Sections titled Intellectual Property, Privacy, Representations and Warranties, Disclaimer, Limitation of Liability, Basis of the Bargain, Class Action, Indemnity, Severability, Choice of Law and Jurisdiction, Injunctive Relief, Complete Agreement and Waiver of Breach shall survive termination or expiration of these Terms and Conditions.
F. Restrictions on Use
You shall not (i) interfere or attempt to interfere with the proper operation of the Technology or any activities conducted through the Technology, (ii) use any robot, spider or other device to retrieve, index, scrape, data mine or in any way gather information, data, or other materials from the Technology, (iii) decipher, decompile, disassemble, reverse engineer, simulate, derive or attempt to discover any source code or underlying structure, ideas or algorithms from the Technology or use any of the foregoing to create any software or service similar to the Technology, (iv) use the Technology for any competitive purposes; or (v) use the Technology other than in accordance with these Terms and Conditions and all applicable laws and regulations. any purpose other than as contemplated by these Terms and Conditions
G. Representations and Warranties
You represent and warrant that: (i) if you are an individual, you are at least eighteen (18) years old, are a United States individual, and your use of the Technology is solely within the United States, (ii) you have obtained all necessary authorizations, consents, rights, and permissions to use and access the Technology and to consent to these Terms and Conditions, (iii) all information provided by you is true, accurate and complete, (iv) you will comply with the Section titled “Restrictions on Use”, (v) you will not infringe the intellectual property rights or other rights of any third party, and (vi) you will comply with all applicable laws, rules, and regulations pertaining to use of the Technology and to these Terms and Conditions.
H. Disclaimer
TO THE MAXIMUM EXTENT ALLOWED BY LAW, THE TECHNOLOGY IS PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WE MAKE NO REPRESENTATIONS OR WARRANTIES THAT THE TECHNOLOGY OR OUTPUT ARE ACCURATE OR COMPLETE. USE OF THE TECHNOLOGY AND OUTPUT IS AT YOUR OWN RISK, YOU ARE SOLELY RESPONSIBLE FOR DETERMINING THE APPROPRIATENESS OF SUCH USE, AND YOU ASSUME ALL RISKS ASSOCIATED THEREWITH, INCLUDING BUT NOT LIMITED TO THE RISKS AND COSTS OF ERRORS, OMISSIONS, INACCURACY, INCOMPLETENESS, UNAVAILABILITY, OR INTERRUPTION. YOU ACKNOWLEDGE THAT OUTPUTS ARE NOT BINDING ON US, OUR CLIENTS, OR OTHER THIRD PARTIES. YOU RELEASE AND HOLD HARMLESS US AND OUR CLIENTS FROM ALL CLAIMS PERTAINING TO YOUR RELIANCE ON THE TECHNOLOGY AND OUTPUTS.
I. Limitation of Liability
EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAW OR TO THE EXTENT THAT ANY EXCLUSION OR LIMITATION OF ITS LIABILITY IS VOID, PROHIBITED OR UNENFORCEABLE, IN NO EVENT SHALL WE BE LIABLE UNDER ANY EQUITY, COMMON LAW, CONTRACT, ESTOPPEL, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER THEORY (REGARDLESS OF THE FORM OF ACTION) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING LOSS OF PROFITS, REVENUES, SAVINGS, OPPORTUNITIES OR GOODWILL), OR FOR ANY MATTER BEYOND OUR REASONABLE CONTROL (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). IN NO EVENT WILL OUR CUMULATIVE AGGREGATE LIABILITY ARISING OUT OF THESE TERMS AND CONDITIONS OR THE TECHNOLOGY FROM ANY CAUSE OF ACTION WHATSOEVER EXCEED ONE HUNDRED DOLLARS ($100). THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THIS AGREEMENT AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN.
EACH PARTY AGREES AND DOES WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT AGAINST THE OTHER PARTY FOR ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THESE TERMS AND CONDITIONS OR THE TECHNOLOGY. NO ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT AGAINST A PARTY MORE THAN ONE YEAR AFTER THE DATE THE CAUSE OF ACTION ARISES.
J. Basis of the Bargain
THE PARTIES AGREE THAT THE SECTIONS ON DISCLAIMER AND LIMITATION OF LIABILITY HEREIN FAIRLY ALLOCATE THE RISKS BETWEEN THE PARTIES AND ARE ESSENTIAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES SUCH THAT THE PARTIES WOULD NOT HAVE ENTERED INTO THESE TERMS AND CONDITIONS WITHOUT SUCH SECTIONS.
K. Class Action
ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS AND CONDITIONS AND TECHNOLOGY MAY ONLY BE BROUGHT IN AN INDIVIDUAL CAPACITY AND SHALL PROCEED ON A NON-CLASS AND NON-REPRESENTATIVE BASIS. CLAIMS OF TWO OR MORE PERSONS MAY NOT BE JOINED OR CONSOLIDATED IN THE SAME CLAIM. RELIEF SHALL BE SOLELY ON AN INDIVIDUAL, NON-CLASS AND NON-REPRESENTATIVE BASIS.
L. Indemnity
You agree to indemnify, defend and hold us harmless, as well as our Clients, employees, officers and agents (“Indemnitees”) from and against all Claims made by third parties, and for all resulting Losses (including attorney’s fees) that result or arise from such Claims, which in whole or in part, pertain to or arise from your use or other exploitation of the Technology, any breach of your representations and warranties, your violation of these Terms and Conditions, and your violation of the rights of any third party. You will pay all amounts agreed to in a monetary settlement of such Claims and all Losses that result or arise from such Claims. You may not settle any Claim against an Indemnitee unless it unconditionally releases such Indemnitee of all liability. We reserve the right to participate in or control the defense of any Claim against Indemnitees.
M. Choice of Law and Jurisdiction
These Terms and Conditions shall be governed by and construed in accordance with the laws of the United States and the State of Tennessee (except that body of law controlling conflict of laws). Any Claim arising from or relating to these Terms and Conditions or your access to or use of our Technology shall be brought exclusively in a federal or state court in Tennessee, and you irrevocably submit to the jurisdiction and venue of any such court in any such action or proceeding.
N. Injunctive Relief
You acknowledge and agree that your unauthorized use of the Technology or other violation of these Terms and Conditions may cause us irreparable harm for which its remedies at law may be inadequate. You hereby agree that we will be entitled, in addition to any other remedies available to it at law or in equity, to obtain immediate injunctive relief to prevent such unauthorized actions.
O. Complete Agreement
These Terms and Conditions constitute the entire agreement between you and us with respect to the subject matter hereof and supersede all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter.
P. Modification
We may modify the terms of these Terms and Conditions in our sole discretion and such modifications shall take effect and be binding on you on the earliest date on which they are posted to our publicly available website or delivered to you via electronic or physical delivery to your last known physical or email address. No one other than us has the right to modify these Terms and Conditions.
Q. Assignment
You may not assign or transfer these Terms and Conditions or your rights or obligations hereunder to any third party without our express written consent. We may freely assign or transfer these Terms and Conditions or our rights or obligations hereunder, in whole or in part. These Terms and Conditions are binding on all successors and assigns.
R. Waiver of Breach
No term or provision of these Terms and Conditions shall be deemed waived and none of your breaches shall be excused without our express written consent. Our consent to, or waiver of, a breach, whether expressed or implied, shall not constitute consent to, waiver of, or excuse for, any other breach or any subsequent breach, except as may be expressly provided by us.
S. Severability
If for any reason a court of competent jurisdiction finds any provision of these Terms and Conditions, or portion thereof, to be invalid or unenforceable, that provision of the Terms and Conditions shall be enforced to the maximum extent permissible so as to effectuate the intent of these Terms and Conditions, and the remainder of these Terms and Conditions shall continue in full force and effect.
T. Contact Us
If you have questions or comments about these Terms and Conditions, you may email us at privacy@lahzo.com or contact us by post at:
Big B Corporation
501 Union St.
Ste 545, PMB 40191
Nashville, TN 37219
United States