Date: December 31, 2023

LCvista End User License Agreement

IMPORTANT – READ CAREFULLY: This End User License Agreement (“EULA”) is a legal agreement between you (either an individual or a single entity) and LCvista, Inc., a Washington corporation (“LCvista”), governing your access to and use of the LCvista SAAS Service. This EULA is being entered into pursuant to that certain SaaS Services Agreement by and between LCvista and the LCvista customer who has granted you access to the LCvista SAAS Service (the “SaaS Agreement”).  In the event of any conflict between the terms hereof and the SaaS Agreement, the SaaS Agreement will control.   

LCVISTA PROVIDES THE LCVISTA SAAS SERVICE SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS EULA AND ON THE CONDITION THAT YOU ACCEPT AND COMPLY WITH IT. BY CLICKING “I AGREE,” LOGGING INTO OR OTHERWISE USING OR ACCESSING THE LCVISTA SAAS SERVICE, YOU: (A) AGREE TO BE BOUND BY THE TERMS OF THIS EULA; AND (B) REPRESENT AND WARRANT THAT (I) YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT, AND (II) IF YOU ARE ENTERING INTO THIS EULA ON BEHALF OF CORPORATION, GOVERNMENTAL ORGANIZATION, OR OTHER LEGAL ENTITY, YOU HAVE THE RIGHT, POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF SUCH ENTITY AND BIND IT TO THE TERMS OF THIS EULA. IF YOU DO NOT AGREE, DO NOT USE OR ACCESS THE LCVISTA SAAS SERVICE.  

We may update this EULA from time to time and will provide you with the latest version in connection with your accessing the LCvista SAAS Service. Your access to and use of the LCvista SAAS Service is in accordance with the terms of the EULA in effect at the time of such access or use. By accessing or using the LCvista SAAS Service, you accept and agree to the EULA in effect at such time. 

1. LCVISTA SAAS SERVICE 

“LCvista SAAS Service” means, collectively, remotely hosted subscription, software-as-a-service access (on hardware owned or operated on behalf of LCvista) to LCvista’s electronic software  solution identified in the SaaS Agreement, including all software applications, application program interfaces, modules, databases, hardware, infrastructure, documentation and system administration, maintenance, support, management and monitoring activities that LCvista provides as part of such subscription, together with any updates or improvements thereto. 

2. ACCESS AND LICENSE 

2.1 Pursuant to the SaaS Agreement, LCvista grants you a non-exclusive, non-transferable, revocable worldwide right to use the LCvista SAAS Service, subject to this EULA (the “License”). You grant to LCvista the non-exclusive, worldwide right to use, copy, store, transmit, and display Your Data solely to the extent necessary to provide the LCvista SAAS Services. All rights not expressly granted to you are reserved by LCvista and its licensors. For the purposes hereof, “Your Data” means any data or information of any kind provided or submitted by you to LCvista or entered electronically in the course of using the LCvista SAAS Service. 

2.2 You agree that you will not or attempt to: (i) duplicate, copy, sell, resell, commercially exploit for any purpose, disrupt or interferer with any portion of, use of, or access to the LCvista SAAS Service; (ii) use the LCvista SAAS Service for any purpose other than your personal education; (iii) directly or indirectly provide access to the LCvista SAAS Service to any other person; or (iv) violate any applicable law or regulation. 

2.3 You are responsible for your access and use of the LCvista SAAS Service. You will assure that your access and use of the LCvista SAAS Service and Your Data will comply at all times with all applicable law. 

3. INTELLECTUAL PROPERTY RIGHTS; YOUR DATA; COPYRIGHT INFRINGEMENT PROCESS 

3.1 The LCvista SAAS Service is protected by intellectual property rights (the “Intellectual Property Rights”), and any unauthorized use of the LCvista SAAS Service may violate such Intellectual Property Rights, applicable laws, the SaaS Agreement and this EULA. LCvista and its licensors own all right, title, and interest in and to the Intellectual Property Rights. This EULA does not convey or transfer any ownership rights to you. If you make a suggestion to us to for any type of addition or other change to the LCvista SAAS Service (the “Feedback”), you agree that LCvista shall own the Feedback and you are not entitled to any money, credit, or other compensation. The trademarks, logos, and service marks displayed on the LCvista SAAS Service, including, without limitation, “LCvista,” are the property of LCvista or other third parties. You are not permitted to use these marks without the prior written consent of LCvista or such third party that may own the marks. You may not remove or obscure any copyright notice or other proprietary notices contained with the LCvista SAAS Service. 

3.2 You, not LCvista, have sole responsibility of all Your Data, and LCvista shall not be responsible or liable for the deletion, correction, destruction, damage, loss, or failure to store any of Your Data. While using the LCvista SAAS Service, you agree that you will not upload, post, email, transmit, or otherwise make available any of Your Data that: (i) is unlawful or otherwise objectionable; (ii) creates a risk of harm, loss, or damage to any person or property; (iii) seeks to harm or exploit minors in any way; (iv) violates, or encourages any conduct that violates, applicable law; or (v) infringes any third party’s rights. Upon termination for breach, your right to access or use Your Data immediately ceases, and LCvista shall have no obligation to maintain or forward any of Your Data. You understand that the technical processing and transmission of Your Data may be necessary to your use of the LCvista SAAS Service and content offered on or through the LCvista SAAS Service, and consent to our interception and storage of Your Data. You understand that you or LCvista may be transmitting Your Data over the Internet, and over various networks, only part of which may be owned and operated by LCvista. You agree that LCvista is not responsible for any portions of Your Data that are lost, altered, intercepted, or stored without authorization during the transmission of Your Data across networks not owned and operated by LCvista.  

3.3 LCvista abides by the Federal Digital Millennium Copyright Act (the “DMCA”). If you believe that any content included on the LCvista SAAS Service is your proprietary work and has been copied in a way that constitutes an infringement of your copyrights in that work, please immediately notify LCvista of any such infringement. Please also note that, under the DMCA, any person who knowingly materially misrepresents that material or activity is infringing or was removed or disabled by mistake or misidentification may be subject to liability. Your written notice should be sent to our designated agent as follows: 

DMCA Complaints: 

LCvista, Inc.  
Attn: DMCA  
113 Cherry Street, Suite 75836, Seattle, WA 98104 

Email: [email protected] 

All reports and inquiries will be kept confidential, except to the extent necessary to investigate any alleged violation and enforce the terms and conditions of this EULA. Before sending either a copyright infringement notification or counter-notification, you may wish to contact a lawyer to better understand your rights and obligations under the DMCA and other applicable laws. The following notice requirements are intended to comply with our rights and obligations under the DMCA and do not constitute legal advice. LCvista will remove the infringing content, subject to the procedures outlined in the DMCA. 

To file a copyright infringement notification with us, you will need to send a written communication that includes substantially the following (please consult your legal counsel or see 17 U.S.C. Section 512(c)(3) to confirm these requirements): (1) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (2) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (3) identification of the material that is claimed to be infringing or to be the subject of infringing activity and information reasonably sufficient to permit the service provider to locate the material; (4) information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an email address; (5) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (6) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. 

If Your Data has been taken down, you may elect to send us a counter notice. To be effective, your counter notice must be a written communication provided to our designated agent that includes substantially the following (please consult your legal counsel or see 17 U.S.C. Section 512(g)(3) to confirm these requirements): (1) a physical or electronic signature of the subscriber; (2) identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled; (3) a statement under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and (4) the subscriber’s name, address, and telephone number, and a statement that the subscriber consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the subscriber’s address is outside of the United States, for any judicial district in which the service provider may be found, and that the subscriber will accept service of process from the person who provided notification under subsection (c)(1)(C) or an agent of such person. 

4. TERM AND TERMINATION 

4.1 The term for your access to and use of the LCvista SAAS Service shall commence upon the date you accept this EULA and shall continue for the time period as set forth by LCvista pursuant to the SaaS Agreement (the “Term”). Once terminated, you shall cease any use of the LCvista SAAS Service. You acknowledge and agree that LCvista will not be liable to you or any third party in connection with any termination of your access to or use of the LCvista SAAS Service pursuant to the terms hereof. Sections 6 and 7 of this EULA, and the obligations and restrictions placed on you hereunder, shall survive termination. 

5. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY 

5.1 THE LCVISTA SAAS SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. AS SUCH, THE LCVISTA SAAS SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, LCVISTA AND ITS SUBSIDIARIES, PARTNERS, AFFILIATES, OFFICERS, DIRECTORS, STOCKHOLDERS, MANAGERS, MEMBERS, EMPLOYEES, AGENTS, AND LICENSORS (COLLECTIVELY, THE “LCVISTA PARTIES”) DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE LCVISTA PARTIES DO NOT WARRANT THAT THE LCVISTA SAAS SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, THAT THELCVISTA SAAS SERVICE OR SERVERS THAT MAKE SUCH SERVICE AVAILABLE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE LCVISTA SAAS SERVICE. WILL MEET YOUR APPLICABLE REQUIREMENTS. 

5.2 YOU EXPRESSLY AGREE THAT YOUR USE OF THE LCVISTA SAAS SERVICE IS AT YOUR SOLE RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOADING OF ANY CONTENT OR DATA THROUGH THE LCVISTA SAAS SERVICE. LCVISTA RESERVES THE RIGHT TO RESTRICT OR TERMINATE YOUR ACCESS TO THE LCVISTA SAAS SERVICE OR ANY FEATURE OR PART THEREOF AT ANY TIME. THE LCVISTA PARTIES ASSUME NO RESPONSIBILITY FOR THE DELETION OR MIS-DELIVERY OF, OR FAILURE TO STORE, ANY CONTENT, DATA, OR PERSONALIZATION SETTINGS. 

5.3 YOU UNDERSTAND AND AGREE THAT THE LCVISTA PARTIES WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF A LCVISTA PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM (i) YOUR USE OR ACCESS OF, OR INABILITY TO USE OR ACCESS, THE LCVISTA SAAS SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE LCVISTA SAAS SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; OR (iv) ANY OTHER MATTER RELATING TO THE LCVISTA SAAS SERVICE. IN NO EVENT SHALL LCVISTA’S TOTAL CUMULATIVE LIABILITY EXCEED THE AMOUNT PAID BY (AND NOT OTHERWISE REFUNDED TO) YOU TO LCVISTA FOR USE OF THE SERVICES DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR DAMAGES. 

6. INDEMNIFICATION 

6.1 You agree to indemnify, defend, and hold harmless the LCVISTA Parties for, from, and against all losses, expenses, damages, and costs, including reasonable attorneys’ fees, arising out of or relating to any violation of this EULA by you or any other actions connected with your use of the LCvista SAAS Service. Your indemnification obligations include, without limitation, claims arising out of any of Your Data, as well as any claims arising out of acts or omissions by any other person or entity who gains access to the LCvista SAAS Service through your registration information, either with your permission or as a result of your failure to use reasonable security measures. 

7. GENERAL PROVISIONS 

7.1 We may revise and update this EULA from time to time in our sole discretion. All changes are effective immediately when posted, or up to thirty (30) days after publication where required by law, and apply to all access to and use of the LCvista SAAS Service thereafter. Your continued use of the Services following the posting of changes to this EULA means that you accept and agree to such changes. It is your responsibility to check this EULA periodically for changes, as these changes are binding on you. 

7.2 Your breach of this EULA may result in immediate and irreparable harm to LCvista or its licensors, for which there may be no adequate remedy at law, and, therefore, you agree that LCvista is entitled to equitable relief to compel you to cease and desist all unauthorized use, evaluation, and disclosure of information obtained through the LCvista SAAS Service, which is in addition to any other remedies available at law or in equity. 

7.3 This EULA shall be governed by the laws of the State of Washington and controlling U.S. federal law. The Uniform Computer Information Transactions Act, the United Nations Convention on the International Sale of Goods, and choice of law rules of any jurisdiction will not apply to this EULA. Any legal action or proceeding relating to these Terms of Use shall be instituted in a state or federal court in King County, Washington, and each party hereby submits to the exclusive personal jurisdiction of such courts and waives any defense relating to venue or forum non conveniens. 

7.4 A waiver of any breach of any provision of this EULA is not a waiver of any repetition of such breach and will not in any manner affect any other terms or conditions of this EULA. LCvista does not waive any rights by the failure to enforce any provision of this EULA in every instance in which it might apply. In the event that any provision of this EULA is held to be unenforceable, it will not affect the validity or enforceability of the remaining provisions, and will be replaced by an enforceable provision that is the closest to the intention underlying the unenforceable provision. 

7.5 LCvista may assign its rights and delegate its duties under this EULA, either in whole or in part, at any time without notice. You may not assign, sublicense, or otherwise transfer your rights or obligations, in whole or in part, under this EULA to anyone else without LCvista’s prior written consent. 

7.6 This EULA does not establish any relationship of partnership, joint venture, employment, franchise, or agency between you and LCvista. 

7.7 Certain of LCvista’s licensors require additional terms and conditions of use and service in connection with your access to and use of the LCvista SAAS Service (the “Licensor Terms”). The Licensor Terms are hereby incorporated by reference herein, and are accessible via the following link: