Terms of Use

Last Updated: October 3, 2011

PLEASE REVIEW THESE TERMS OF USE (THIS "AGREEMENT") CAREFULLY, AS THEY CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU ("YOU" OR "CUSTOMER") AND LILLYAPPS, LLC (COLLECTIVELY, "LILLYAPPS"). BY USING YOUR ASSIGNED LILLYAPPS CUSTOMER ACCOUNT, YOU ARE INITIATING USE OF LILLYAPPS' TECHNOLOGY PLATFORM, SOFTWARE, SERVICES AND ASSOCIATED APPLICATIONS (COLLECTIVELY, THE "SERVICES"). BY USING THE SERVICES, YOU MUST AGREE TO BE BOUND BY EACH OF THE TERMS AND CONDITIONS SET FORTH HEREIN AS INDICATED BY CLICKING THE BUTTON PRECEDING THE STATEMENT "I AGREE TO THESE TERMS" AT THE FIRST TIME YOU LOGIN TO YOUR ASSIGNED LILLYAPPS CUSTOMER ACCOUNT. IF YOU DO NOT AGREE WITH ALL OF THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT, YOU WILL NOT BE ALLOWED TO USE THE SERVICES.

WWW.LILLYAPPS.COM (THE "SITE") IS INTENDED FOR GENERAL AUDIENCES. TO USE THE SITE AND SERVICES, USERS MUST BE AT LEAST 18 YEARS OLD, OR MUST BE AT LEAST 13 YEARS OLD AND HAVE THE APPROVAL OF, AND BE DIRECTLY SUPERVISED BY, A PARENT OR GUARDIAN. LILLYAPPS DOES NOT KNOWINGLY COLLECT PERSONAL INFORMATION FROM CHILDREN UNDER THE AGE OF 13 YEARS OLD. IF LILLYAPPS SUSPECTS THAT A SITE USER IS UNDER THE AGE OF 13, OR IS OTHERWISE USING THE SITE AND SERVICE IN VIOLATION OF ANY TERM OR CONDITION SET FORTH IN THIS PARAGRAPH, LILLYAPPS WILL TERMINATE THIS AGREEMENT (AS IT APPLIES TO SUCH USER) AND DELETE ALL PERSONAL INFORMATION IN SUCH USER'S LILLYAPPS CUSTOMER ACCOUNT.

1. Privacy Policy

Please refer to LillyApps' privacy policy, available at (the "Privacy Policy") for information on how LillyApps collects, uses and discloses personally identifiable information from its users. By using the Site you agree to our use, collection and disclosure of personally identifiable information in accordance with the Privacy Policy.

2. Services

During the term of this Agreement and subject to the terms and conditions set forth herein and posted on the Site, all of which are incorporated herein by reference, LillyApps hereby agrees to use commercially reasonable efforts to provide to Customer the Services. Customer must use the Services only for legitimate and lawful purposes. Customer has sole control over when and how the Services are used, and agrees to use the Services in strict accordance with the terms and conditions set forth herein. From time to time, LillyApps may modify the terms and conditions set forth in this Agreement or posted on the Site. All such modifications shall become effective once they are posted on the Site, and Customer's use of the Services thereafter shall be subject to such modifications, and shall constitute Customer's acceptance thereof. Customer agrees that its use of the Services is neither contingent upon the delivery of any future functionality or features, nor is it dependent upon any oral or written comments made by LillyApps with respect to future functionality or features.

3. Customer Data

LillyApps will not own any data, information or material that Customer submits to LillyApps in the course of its use of the Services (the "Customer Data"). Customer will be solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data, and will have sole intellectual property ownership thereof. Further, Customer will be solely responsible for maintaining, securing and storing all Customer Data. LillyApps will not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data.

4. Intellectual Property

This is an agreement for services and Customer is not granted any license hereunder. All software embedded in the Services (the "Software"), all data, information, characters, "look and feel", and other "brand" components, and content posted on the Site by LillyApps ("Content"), and the Services are and shall remain the sole and exclusive property of LillyApps. Accordingly, Customer acknowledges that LillyApps owns all right, title and interest in and to the Software, the Content and the Services, including, without limitation, all United States and international patent rights, copyrights, trademark rights, trade secret rights, and all other proprietary rights pertaining thereto. Except as expressly granted in this Agreement, Customer will not have or acquire any rights or interest in or to the Software, the Content or the Services. Customer acknowledges that the Software and the Content contains proprietary information and trade secrets of LillyApps. Customer will not take any actions inconsistent with LillyApps' ownership of each of its rights in and to the Software. Customer agrees that Customer will not directly or indirectly: (i) assign, distribute, license, sublicense, transfer, sell, rent, lease, time share, grant a security interest in, or otherwise transfer any rights in or to the Software, or make the Software available to third parties except as authorized by this Agreement; (ii) modify, translate, reverse engineer, decompile or disassemble the Software for any purpose, including without limitation, the creation of derivative works or similar products; (iii) upload, link to or post any portion of the Software on a bulletin board, intranet, extranet or web site; (iv) use or distribute the Software in violation of any applicable laws, regulations or export restrictions; or (v) possess or use the Software in any format other than machine-readable format. All rights in the Software not explicitly granted herein, are reserved by LillyApps.

5. Use of Services

Customer acknowledges and agrees that it will use the applicable portion of the Services only to access, employ, utilize, or display the Software solely for Customer's "personal purposes." For the avoidance of doubt, the term "personal purposes", as used herein, does not include, among other things, the right to: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable law; (ii) send or store infringing, obscene, harassing, offensive, violent, pornographic, sexually explicit, threatening, libelous, or otherwise unlawful or tortuous material, including material harmful to children or violative of third party privacy rights; or (iii) send or store material containing malicious code, including, without limitation, software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs. Customer agrees to report immediately to LillyApps, and to use best efforts to stop immediately, any violation of the terms and conditions set forth in this Agreement. In the event of any suspected violation of any term, condition or restriction set forth in this Section 5 or in this Agreement, or in the event LillyApps otherwise reasonably objects to any inappropriate or improper content uploaded by Customer in connection with its use of the Service, LillyApps may immediately disable Customer's access to the Services and suspend its provision thereof.

6. Confidential Information

Each of LillyApps and Customer, as a Receiving Party (as defined below), will hold as confidential, not use except in connection with its performance hereunder, and protect from disclosure to unauthorized third parties the Confidential Information (as defined below) of the Disclosing Party (as defined below). For purposes hereof, "Confidential Information" means any information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") that should be reasonably understood to be confidential under the circumstances of disclosure. Confidential Information will not include information that: (i) was publicly available, or that subsequently becomes publicly available, except by wrongful disclosure hereunder by the Receiving Party; (ii) was in the Receiving Party's possession prior to receipt of the same hereunder, as evidenced by the Receiving Party's prior written records; (iii) was received from a third party who was not known by the Receiving Party to be under any obligation of confidentiality with respect to such information and without violation of applicable law; (iv) can be proven by written evidence to have been independently developed by the Receiving Party; (v) is approved in writing for release by the Disclosing Party; or (vi) is required to be disclosed by order of court or law. The parties hereto agree that the breach of any term or condition set forth in this Section 6 may result in irreparable damage, and that the specific performance of such terms and conditions may be obtained by suit in equity, without prejudice to any other legal or equitable rights. For purposes of avoiding doubt, third parties engaged by LillyApps to perform all or any portion of the Services shall not be considered unauthorized third parties. Each such third party shall be bound to LillyApps by confidentiality obligations substantially similar to the confidentiality obligations set forth herein.

7. Limitation of Liability

In no event will LillyApps be liable to Customer or any other party for any special, indirect, direct, incidental, exemplary, consequential or punitive damages arising from or related to the Services or this Agreement, including, but not limited to, damages for loss of data, use or profits, even if LillyApps has been advised in advance of the possibility of such loss or damages.

8. Representations, Warranties and Covenants

Customer represents, warrants and covenants to LillyApps that: (i) if an individual, Customer is at least eighteen (18) years old, or is at least thirteen (13) years old and is using the Service with the approval of, and under the direct supervision of, his/her parent or legal guardian; (ii) all information provided by him/her to LillyApps in connection with his/her use of the Service, is and will be truthful and accurate; and (iii) his/her use of the Services is and will at all times be in accordance with the terms and conditions of this Agreement and all applicable laws, rules and regulations, and without infringement or misappropriation of any intellectual property or other right of a third party.

9. Indemnification

Customer agrees to indemnify, defend and hold harmless LillyApps and its affiliates, officers, directors, members, managers, stockholders, employees, consultants, representatives and agents from any and all claims, liability, damages and/or costs (including, but not limited to, reasonable attorneys' fees) arising from Customer's negligence or misconduct, or breach of any term or condition or representation or warranty set forth herein.

10. Customer Information

LillyApps collects certain personal and business-related information about its Customers in order to provide the Services (the "Customer Information"). LillyApps may contact Customer for marketing purposes by various means, including, but not limited to, regular mail, email or telephone. Customer hereby gives LillyApps Customer's express consent to receive marketing communications via direct mail, email (at the email address Customer provided when activating its account), telephone (at the number Customer provided when activating its account), instant messages, text or other communications methods. Customer agrees that LillyApps may use the Customer Information in connection with its provision of the Services. If Customer purchased the Services as a result of the marketing efforts of an LillyApps marketing partner, Customer agrees that LillyApps may disclose the Customer Information to such marketing partner. Notwithstanding the foregoing, LillyApps will not provide any Customer Information to any third party without Customer's authorization and will use reasonable efforts to prohibit any third party that receives any such Customer Information from selling or redistributing such Customer Information without Customer's authorization.

11. Notice

LillyApps may provide Customer with general notice by electronic mail to Customer's e-mail address of record, or by written communication sent by first class mail or pre-paid post to Customer's address of record, or to such other address designated by Customer and communicated to LillyApps in accordance with the notice delivery provisions of this Section 11.

12. Miscellaneous

Except as otherwise expressly set forth herein, this Agreement may be amended or modified only by LillyApps and may not be modified by course of conduct. The section headings used herein are for convenience only and will not be given any legal meaning. This Agreement is made for the benefit of the parties only and there are no intended third party beneficiaries. LillyApps' failure to exercise any of its rights under this Agreement will not constitute or be deemed to constitute a waiver or forfeiture of such rights or of any preceding or subsequent breach or default. This Agreement constitutes the entire agreement and understanding between LillyApps and Customer and supersedes all prior and contemporaneous agreements, documents, and proposals, oral or written, between the LillyApps and Customer. In the event that a court of competent jurisdiction determines that any portion of this Agreement is illegal, invalid or unenforceable, such portion will not affect or impair the legality, validity or enforceability of any other provisions of this Agreement. Customer may not transfer, assign, sublicense, or delegate any right or duty under this Agreement to another entity or person without the express written consent of LillyApps. Any such transfer, assignment, sublicense or delegation without consent will be null and void. This Agreement does not create a partnership, joint venture or agency relationship between LillyApps and Customer. Customer does not have any right, power, or authority to act as a legal representative of LillyApps.

13. Export Restrictions

Customer acknowledges that the Services and the Content may be subject to U.S. or other countries' export control laws and regulations. Customer agrees not to export, or transfer for the purpose of re-export, the Services (including technical data) or the Content in violation of any U.S. or other applicable export control laws and regulations.

14. Questions and Comments

If you have any questions regarding these Terms or your use of the Site, please contact us here:

LillyApps, LLC
PO Box 736
Snellville, GA 30078
(770) 862-1873
info[at]lillyapps.com




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