Updated June 13,2018
LMS SOLUTIONS PARTNER PROGRAM, WEB SITE, SERVICES AND PRODUCTS TERMS & CONDITIONS OF USE.
LMS Solutions, Inc. ("LMS") provides businesses and organizations with a variety of integrated marketing services, related tools and resources, including local online listing optimization, QR Code generation and tracking and social media management. The Local Online Submission Product, the LMS Mobile Marketing Products, the LMS University Education Service, and any related offerings and services are referred to in these Terms and Conditions of Use as the "Products".
The following are the terms and conditions of use for the LMS Solutions Partner Program, the LMS Solutions web site and use of the Products and Services.
1 - Copyright and Trademark Information
The LMS Solutions web site, and the information which it contains, is the property of LMS Solutions, Inc. and its affiliates and licensors, and is protected from unauthorized copying and dissemination by United States copyright law, trademark law, international conventions and other intellectual property laws. By way of example only, and not as a limitation, "LMS Solutions" and the LMS Solutions logo are registered trademarks of LMS Solutions, Inc. under the applicable laws of the United States and/or other countries. Other LMS Solutions product or service names or logos appearing in this web site are either trademarks or registered trademarks of LMS Solutions, Inc. and/or its affiliates. The absence of a product or service name or logo from this list does not constitute a waiver of LMS Solutions, Inc.'s trademark or other intellectual property rights concerning that name or logo.
2 - Products
You may from time to time provide LMS's service personnel with remote access to your computers and other systems for the purpose of troubleshooting issues that arise in your use of the Products. You hereby waive any claim for damages from any problems that may arise from such access, including without limitation any disruption or damage caused by LMS or its personnel. Any remote access must be approved in advance by either the Partner’s IT Director or CEO.
If you are accessing or using the Products through a third party service or web site (a "Third Party Service"), you agree and acknowledge that LMS is not responsible or liable for any actions of such third party or for any aspect or result of such Third Party Service. You use such Third Party Service at your own risk. You further agree and acknowledge that LMS may terminate such Third Party Service's ability to interact with the Products at any time, with or without notice, and in LMS's sole discretion, with no liability to you or to the third party.
3 - Changes to the Agreement
Because international, federal, state, and local laws, as well as the business environment, periodically change, LMS reserves the right to amend the Agreement and its prices in its sole and absolute discretion on any future projects. By accepting the terms of the LMS Solutions Partner Program Agreement, a partner agrees to abide by all amendments or modifications that LMS elects to make. Amendments shall be effective upon notice to all LMS Solutions Partners that the Agreement has been modified. Notification of amendments shall be published in official LMS materials. The Company shall provide or make available to all LMS Solutions Partners a complete copy of the amended provisions by one or more of the following methods: (1) posting on the Company's official web site; (2) electronic mail (e-mail) (3) inclusion in Company periodicals; (4) inclusion in Product orders or Bonus payments; or (5) special mailings. The continuation of a LMS Solutions Partner's accessing the LMS Solutions Partner website, using LMS Solutions Partner programs, and continued payment of LMS Solutions service fees constitutes acceptance of any and all amendments.
4 - Delays
LMS shall not be responsible for delays or failures in performance of its obligations when performance is made commercially impracticable due to circumstances beyond its reasonable control. This includes, without limitation, strikes, labor difficulties, riot, war, fire, curtailment of a party's source of supply, or government decrees or orders.
5 - Waiver
The Company never gives up its right to insist on compliance with the Agreement and with the applicable laws governing the conduct of a business. No failure of LMS to exercise any right or power under the Agreement or to insist upon strict compliance by an LMS Solutions Partner with any obligation or provision of the Agreement, and no custom or practice of the parties at variance with the terms of the Agreement, shall constitute a waiver of LMS's right to demand exact compliance with the Agreement. Waiver by LMS can be effectuated only in writing by an authorized officer of the Company. LMS's waiver of any particular breach by an LMS Solutions Partner shall not affect or impair LMS's rights with respect to any subsequent breach, nor shall it affect in any way the rights or obligations of any other LMS Solutions Partner. Nor shall any delay or omission by LMS to exercise any right arising from a breach affect or impair LMS's rights as to that or any subsequent breach.
The existence of any claim or cause of action of an LMS Solutions Partner against LMS Solutions, Inc. shall not constitute a defense to LMS Solutions, Inc.’s enforcement of any term or provision of the Agreement.
6 - Requirements To Become An LMS Solutions Partner
To become a LMS Solutions Partner, each applicant must:
- Be 18 years of age or older;
- Submit a properly completed LMS Solutions Partner Agreement to LMS;
- Complete a Credit Card Authorization form
7 - Product Purchases
LMS Solutions Partners are not required to purchase Products or Services recommended by LMS to participate in the LMS Solutions Partner Program.
8 - LMS Solutions Partner Benefits
Once an LMS Solutions Partner Program Agreement has been accepted by LMS, the benefits of the LMS Solutions Partner Program are available to the new Partner. These benefits may include the right to:
- Market your business as an LMS Solutions Authorized Partner;
- The development of a customized LMS Solutions Provider website, hosted by LMS Solutions;
- Utilize domain based e-mail (using your customized domain);
- Utilize the LMS Solutions Service and Fulfillment Team;
- Access the LMS Solutions Partner Website and online tools;
- Receive periodic LMS Solutions literature and other LMS Solutions communications;
- Participate in LMS Solutions-sponsored support, service, training, motivational and recognition functions, upon payment of appropriate charges, if applicable.
9 - Representations and Acknowledgements
Subject in each case to the terms listed in the remainder of this Agreement, you hereby represent, acknowledge and agree that:
- The LMS Solutions Partner will be subject to service fees based on services ordered. For more information on fees, see Sections 10 and 11 below.
- The Products and Services may only be used for lawful purposes.
- In your use of the Products, you agree to represent you or your organization accurately and will not impersonate any other person, whether actual or fictitious.
- You agree to not interfere with or disrupt any related LMS Solutions Program web sites or servers or networks connected to any related LMS Solutions web sites.
- If you are accessing or using the Products through a Third Party Service, you will abide by this Agreement regardless of anything to the contrary in your agreement with such third party. You shall not use such Third Party Service to avoid the restrictions set forth in this Agreement.
10 - Fees for the LMS Solutions Partner Services
For the LMS Solutions Partner Program, you will be subject to service fees in accordance with the Fee Schedule and related information (the "Fee Schedule"). Fees will be billed monthly or as incurred.
11 - Fees for Related Offerings, Premium and Professional Services
If selected by you, you will also be billed for related offerings and premium services, including website design, direct mail, mobile marketing, online marketing and social media marketing, in accordance with the LMS Partner Fee Schedule. In addition, you may also purchase professional services to assist you with your account or business, including website development/SEO, local optimization, video marketing, personalized magazine and social media marketing. Any professional services purchased by you are subject to this Agreement.
You agree that certain premium services, such as direct mail and promotional products, as well as program set-up fees, may require payment prior to the normal month-end billing period. Such services are noted on the LMS Partner Fee Schedule.
If you purchase any services that we offer for a fee, either on a one-time or subscription basis (“Premium Services”), you agree to LMS Solutions storing your payment card or e-check information. You also agree to pay the applicable fees for the Premium Services (including, without limitation, periodic fees for premium accounts) as they become due plus all related taxes, and to reimburse us for all collection costs and interest for any overdue amounts. You understand and agree that fees for Premium Services, as listed on the Fee Schedule, are for standard levels of service and complexity. Any requests for levels of service beyond the standard provided as part of the set fees, or for custom services that are not listed on the Fee Schedule will be provided on an individual quote basis. You must approve the quoted price prior to service being performed on your behalf. Your obligation to pay fees continues through the end of the period during which you cancel your Partner Agreement. You also acknowledge that LMS Solutions’ Premium Services are subject to this Agreement and any additional terms related to the provision of the Premium Service.
12 - Payment; State and Local Sales Tax
Payment for Products will be made by acceptable electronic transfer (e-check), check or by valid credit card accepted by LMS. Fees are payable in U.S. dollars. If LMS is for any reason unable to effect automatic payment via your credit card, LMS will attempt to notify you via email and your LMS Solutions Partner Program account will be disabled until payment is received. Amounts paid for the accepted/approved Products are not refundable. LMS is required to collect and remit sales tax from its customers located in state and local jurisdictions where marketing materials delivered as a service is taxable. LMS determines your local taxing jurisdiction based on the billing address of your account.
13 - Subscriber Opt Out
As per current U.S. FCC regulations, every SMS text message sent in connection with the Products must contain an "unsubscribe" link that allows subscribers to remove themselves from your or your customer's SMS database.
14 - Documents and Images
Documents and images hosted by LMS on LMS controlled servers may only be used in connection with the Products and for no other purpose whatsoever. To the extent you use images provided by LMS Solutions, LMS hereby grants to you a limited, non-exclusive, non-transferable right to use the images in an unaltered state solely in connection with your use of the Products or Services.
15 - Prohibited Content
LMS prohibits the use of the Products, Services or web site by any person or entity that:
- Provides, sells or offers to sell any of the following products or content (or services related to the same): pornography or illicitly pornographic sexual products, including but not limited to magazines, video and software; escort services; dating services; adult "swinger" promotions; illegal goods; illegal drugs; illegal drug contraband; pirated computer programs; instructions on how to assemble or otherwise make bombs, grenades or other weapons.
- Displays or markets material that exploits children, or otherwise exploits children under the age of 18.
- Provides, sells or offers products, services or content frequently associated with unsolicited commercial email, a.k.a. spam, such as online and direct pharmaceutical sales, including but not limited to health and sexual well-being products, work at home businesses, credit or finance management, including but not limited to credit repair and debt relief offerings and stock and trading tips.
- Provides material that is grossly offensive, including blatant expressions of bigotry, prejudice, racism, hatred or excessive profanity or post any obscene, lewd, lascivious, filthy, excessively violent, harassing or otherwise objectionable content.
- Posts or discloses any personally identifying information or private information about children without their consent (or their parents' consent in the case of a minor).
- Sells or promotes any products or services that are unlawful in the location at which the content is posted or received.
- Introduces viruses, worms, harmful code and/or Trojan horses on the Internet.
- Engages in any libelous, defamatory, scandalous, threatening, or harassing activity.
- Posts any content that advocates, promotes or otherwise encourages violence against any governments, organizations, groups or individuals or which provides instruction, information or assistance in causing or carrying out such violence.
- Markets to third party voter registration lists.
- Provides content, including images, of authors, artists, photographers or others without the express written consent of the content owner.
16 - Right to Disable Access
LMS, at its own discretion, may immediately disable your access to the LMS Solutions Partner Program without refund, if LMS believes in its sole discretion that you have violated any of the policies listed within this document.
17 - No Rights in Software
This is an Agreement for services and access to LMS Solutions related websites, and you are not granted a license to any software by this Agreement. You will not, directly or indirectly, reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of, or found at or through the Products or any software, documentation, or data related to the Products ("Software"); remove any proprietary notices or labels from the Products or any Software, modify, translate, or create derivative works based on the Products or any Software; or copy, distribute, pledge, assign, or otherwise transfer or encumber rights to the Products or any Software.
You may not display, copy, reproduce, or distribute the Software, any component thereof, any documentation provided in connection with the Products or the Software, or any content, including but not limited to newsletters, distributed to you by LMS in connection with the Products. Violation of these restrictions may result in the termination of this Agreement.
18 - Compliance with Laws; Monitoring
You shall use the Products only in compliance with this Agreement, and all other applicable U.S., state, local and international laws (including but not limited to policies and laws related to spamming, privacy, obscenity, or defamation, copyright and trademark infringement and child protective email address registry laws). Although LMS has no obligation to monitor the content provided by you or your use of the Products, LMS may do so and remove any such content, or prohibit any use of the Products that LMS believes may be (or is alleged to be) in violation of the foregoing.
19 - Your Information
In using the varied features of the Products, you may be required to provide information about yourself or your clients (such as name, contact information, business description, or other registration information) to LMS. LMS may use this information and any detailed information about your clients to facilitate their movement through the Product or Service processes, or communicate separately with you. Except as described above, LMS will not provide your information, including your contact and account information, to third parties who you have not authorized to receive such information, except (i) as required by law or court order, including without limitation judicial process and law enforcement, or in the good-faith belief that such action is necessary to comply with law or a court order or (ii) if your LMS Solutions Partner account was terminated due to breach of any of the provisions contained within this agreement. LMS will never sell or rent your contact lists to anyone without your permission, and will never utilize your subscriber or contact list for internal marketing or promotional purposes or for any purpose other than providing the service. In the event LMS amends or revises the policy described in the immediately preceding sentence, it will provide advance notice of such amendment or revision.
20 - Intellectual Property Matters
You agree that you will not upload or transmit any contact lists, communications or content of any type to any LMS Solutions affiliated web site or in connection with the Products that infringe, misappropriate or violate any rights of any party. You hereby grant to LMS a revocable, non-exclusive, royalty-free, worldwide license, with the right to sublicense, to use, reproduce, publish, distribute, perform, and display any Customer Information, contact lists, communications or content of any type only as required by LMS to offer and operate the Products and related services on your behalf, including available offerings from third parties.
21 - Indemnification
You hereby agree to defend, indemnify and hold harmless LMS and its business partners, third-party suppliers and providers, licensors, officers, directors, employees, distributors and agents against any damages, losses, liabilities, settlements, and expenses (including without limitation costs and reasonable attorneys' fees) in connection with any claim or action that (i) arises from any alleged breach of this Agreement, (ii) arises from the content or effects of any messages you distribute or events you host using the Products or (iii) arises from your activities or postings on the LMS Solutions Partner Community, (iv) arises from your activities related to LMS Solutions University, (v) otherwise arises from or relates to your use of the Products. In addition, you acknowledge and agree that LMS has the right to seek damages when you use the Products for unlawful purposes, in an unlawful manner, and/or in a manner inconsistent with the terms of this Agreement, and that such damages may include direct damages. In addition, In the event that LMS is required to respond to a third party or law enforcement subpoena that is related to your use of the Products, LMS may in its sole discretion require you to reimburse LMS for its reasonable expenses associated with complying with such subpoena. This provision shall survive the termination of the LMS Solutions Partner Agreement.
22 - Warranty Disclaimer; Remedies
USE OF THE PRODUCTS AND ANY RELIANCE BY YOU UPON THE PRODUCTS, INCLUDING ANY ACTION TAKEN BY YOU BECAUSE OF SUCH USE OR RELIANCE, IS AT YOUR SOLE RISK. LMS DOES NOT WARRANT THAT THE PRODUCTS WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE PRODUCTS. THE PRODUCTS ARE PROVIDED "AS IS" AND LMS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.
Your sole and exclusive remedy for any failure or nonperformance of the Products shall be for LMS to use commercially reasonable efforts to adjust or repair the Products.
23- Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, EXCEPT FOR THE GROSS NEGLIGENCE OF LMS SOLUTIONS OR ITS EMPLOYEES, AGENTS OR SUBCONTRCATORS, SHALL LMS OR ANY OF ITS UNDERLYING SERVICE PROVIDERS, BUSINESS PARTNERS, INFORMATION PROVIDERS, ACCOUNT PROVIDERS, LICENSORS, OFFICERS, DIRECTORS, EMPLOYEES, DISTRIBUTORS OR AGENTS (COLLECTIVELY REFERRED TO FOR PURPOSES OF THIS SECTION AS "LMS SOLUTIONS, INC.") BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY MONEY DAMAGES, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE OR CONSEQUENTIAL DAMAGES, EVEN IF LMS SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. IN THE EVENT THAT, NOTWITHSTANDING THE FOREGOING, LMS SOLUTIONS, INC IS FOUND LIABLE TO YOU FOR DAMAGES FROM ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE), THE MAXIMUM AGGREGATE LIABILITY OF LMS SOLUTIONS, INC. TO YOU ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE PRODUCTS IN THE TWELVE (12) MONTHS PRIOR TO THE ACCRUAL OF THE APPLICABLE CLAIM, LESS ANY DAMAGES PREVIOUSLY PAID BY LMS SOLUTIONS, INC. TO YOU IN THAT TWELVE (12) MONTH PERIOD. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.
24 - Restricted Persons; Export of Products or Technical Data
You hereby warrant that you are not a Restricted Person. For purposes of this Agreement, you are a Restricted Person if you or any officer, director, or controlling shareholder of the entity on behalf of which you are using the Products is (1) a national of or an entity existing under the laws of Cuba, Iran, Sudan, Syria, or any other country with which U.S. persons are prohibited from engaging in transactions, as may be determined from time to time by the U.S. Treasury Department; (2) designated as a Specially Designated National or institution of primary money laundering concern by the U.S. Treasury Department; (3) listed on the Denied Persons List or Entity List by the U.S. Commerce Department; (4) engaged in nuclear, missile, chemical or biological weapons activities to which U.S. persons may not contribute without a U.S. Government license; or (5) owned, controlled, or acting on behalf of a Restricted Person. If you become a Restricted Person during the term of this Agreement, you shall notify LMS within twenty-four (24) hours, and LMS shall have the right to terminate any further obligations to you, effective immediately and with no further liability to you, but without prejudice to your outstanding obligations to LMS.
You agree that you shall not utilize the Products to conduct or facilitate any transaction with any Restricted Person, except as may be expressly authorized in advance in writing by the U.S. Government. You may not remove or export from the United States or allow the export or re-export of the Products, or any direct product thereof, including technical data, in violation of any restrictions, laws, or regulations of the United States or any other applicable country.
25 - Third-Party Web Sites and Services
26 - Advertising
All LMS Solutions Partners shall safeguard and promote the good reputation of LMS, LMS Solutions and its Products and Services. The marketing and promotion of LMS Solutions, LMS Solutions, Inc., and LMS Solutions Products and Services shall be consistent with the public interest, and must avoid all discourteous, deceptive, misleading, unethical or immoral conduct or practices.
To promote both the Products and Services, and the tremendous opportunity LMS Solutions Partner Program offers, LMS Solutions Partners are provided use of sales aids and support materials produced by LMS. LMS Solutions Partners who wish to develop their own materials, and desire to utilize any copyrighted LMS Solutions logos, names or descriptions must obtain prior written approval from LMS. LMS Solutions Partners can submit requests for material design layouts to info@LMSsolutions.biz.
27- LMS Solutions Partner Branded Web Sites
LMS Solutions Partner is responsible for the content of their LMS Solutions Partner branded website, if one is provided in their Partner Package, has been ordered separately, and they so choose to use one. LMS Solutions Partner will request changes and updates regarding their branded website in writing to the LMS Solutions Partner Service Specialist Team. Requested changes that would violate any of the terms of the LMS Solutions Partner Agreement will not be accepted.
28 - Domain Names
LMS Solutions Partners may not use or attempt to register any of LMS Solutions, Inc.’s trade names, trademarks, service names, service marks, product names, the Company's name, or any derivative thereof, for any Internet domain name.
29 - Trademarks and Copyrights
The parties will not allow the use of its trade names, trademarks, designs, or symbols by any person, including each other, without prior written permission. Neither party may produce for sale or distribution any recorded events and speeches without written permission of the other party, nor may either Party reproduce for sale or for personal use any recording of the other party’s audio or video tape presentations.
30- Media and Media Inquiries
LMS Solutions Partners should refer any media inquiries regarding LMS Solutions, Inc., or its Products or Services to LMS Solutions Inc.’s PR / Communications Department. This policy is designed to assure that accurate and consistent information is provided to the public as well as a proper public image.
31- Unsolicited Email
LMS Solutions, Inc. does not permit LMS Solutions Partners to send unsolicited commercial emails unless such emails strictly comply with applicable laws and regulations including, without limitation, the federal CAN SPAM Act. Any email sent by an LMS Solutions Partner that promotes LMS Solutions, Inc., or LMS Solutions Products and Services must comply with the following:
- There must be a functioning return email address to the sender.
- There must be a notice in the email that advises the recipient that he or she may reply to the email, via the functioning return email address, to request that future email solicitations or correspondence not be sent to him or her (a functioning "opt-out" notice).
- The email must clearly and conspicuously disclose that the message is an advertisement or solicitation.
- The use of deceptive subject lines and/or false header information is prohibited.
- All opt-out requests, whether received by email or regular mail, must be honored. If an LMS Solutions Partner receives an opt-out request from a recipient of an email, the LMS Solutions Partner must forward the opt-out request to the Company.
32 - Trade Shows, Expositions and Other Sales Forums
LMS Solutions Partners may display and/or sell LMS Solutions Partner Products or Services at trade shows and professional expositions. At all times, LMS Solutions products, services and marketing materials shall be presented in a professional manner and in accordance with all LMS Solutions Partner Program Terms & Conditions.
33 - Income Taxes
Each LMS Solutions Partner is responsible for paying local, state, and federal taxes on any income generated in association with their business. In the event that the LMS Solutions Partner is qualified as a tax-exempt organization, such organization is required to claim all revenue associated with the services and products offered as part of their LMS Solutions Partner program.
34 - Business Relationship Status
LMS Solutions Partner Program participants are not purchasers of a franchise or a business opportunity. The agreement between LMS and its LMS Solutions Partners does not create an employer/employee relationship, agency, partnership, or joint venture between the LMS Solutions and the LMS Solutions Partner. LMS Solutions Partners shall not be treated as an employee for his or her services or for Federal or State tax purposes. All LMS Solutions Partners are responsible for paying local, state, and federal taxes due from all compensation earned as an LMS Solutions Partner. The LMS Solutions Partner has no authority (expressed or implied), to bind the LMS Solutions to any obligation. Each LMS Solutions Partner shall establish his or her own goals, hours, and methods of sale, so long as he or she complies with the terms of the LMS Solutions Partner Agreement, these Terms and Conditions, and applicable laws.
35 - Insurance
LMS Solutions does not provide insurance coverage for your business. You should arrange insurance coverage for your business. A homeowner's insurance policy does not cover business-related injuries or the theft of or damage to inventory or business equipment. Contact your insurance agent to make certain that your business property is protected. This can often be accomplished with a simple "Business Pursuit" endorsement attached to your present home owner's policy.
36 - Adherence to Laws and Ordinances
LMS Solutions Partners shall comply with all international, federal, state, and local laws and regulations in the conduct of their businesses. Many cities, counties and countries have laws regulating certain home-based businesses. In most cases these ordinances are not applicable to LMS Solutions Partners because of the nature of their business. However, LMS Solutions Partners must obey those laws that do apply to them.
37 - Actions of Household Members or Affiliated Individuals
If any member of an LMS Solutions Partner's immediate household engages in any activity which, if performed by the LMS Solutions Partner, would violate any provision of the Agreement, such activity will be deemed a violation by the LMS Solutions Partner and LMS Solutions, Inc. may take disciplinary action pursuant to the Statement of Policies and Procedures against the LMS Solutions Partner. Similarly, if any individual associated in any way with a corporation, partnership, trust or other entity (collectively "affiliated individual") violates the Agreement, such action(s) will be deemed a violation by the entity, and LMS Solutions, Inc. may take disciplinary action against the entity.
38 - Change of Address, Telephone, and E-Mail Address
To ensure timely delivery of any correspondence support materials it is critically important that the LMS Solutions, Inc.'s files are current. LMS Solutions Partners planning to change their e-mail address or move must send their new e-mail address, physical address and telephone numbers to info@LMSsolutions.biz. To guarantee proper delivery, two weeks advance notice must be provided to LMS Solutions, Inc. on all changes.
39 - No Disparagement
LMS Solutions, Inc. wants to provide its LMS Solutions Partners with the best Products, Training and Service in the industry. Accordingly, we value your constructive criticisms and comments. All such comments should be submitted in writing to Info@LMSsolutions.biz. Remember, to best serve you, we must hear from you! While LMS welcomes constructive input, negative comments and remarks made in the field by LMS Solutions Partners about the Company, its services, or its Products serve no purpose other than to sour the enthusiasm of other LMS Solutions Partners. For this reason, and to set the proper example, LMS Solutions Partners must not disparage, demean, or make negative remarks about LMS Solutions, Inc., other LMS Solutions Partners, LMS Solutions, Inc.'s Products/Services, the LMS Solutions Partner Program, or LMS Solutions, Inc.'s Directors, Officers, or Employees.
40 - Reporting Policy Violations
LMS Solutions Partners observing a Policy violation by another LMS Solutions Partner should submit a written report of the violation directly to the attention of the LMS Compliance Department, at info@LMSsolutions.biz. Details of the incidents such as dates, number of occurrences, persons involved, and any supporting documentation should be included in the report.
41 - No Territory Restrictions
There are no exclusive territories granted to anyone. No franchise fees are required.
42 - No Warranty or Guarantee
We make no warranty, express or implied, with respect to any matter, including without limitation advertising, response and other services, and expressly disclaims the warranties or conditions of non-infringement, merchantability, and fitness for any particular purpose. We do not guarantee or represent a specific return on investment for any service or recommendation we provide. No minimum response rates are represented or guaranteed.
43 - Disciplinary Sanctions
Violation of the Agreement, these Policies and Procedures, violation of any common law duty, including but not limited to any applicable duty of loyalty, any illegal, fraudulent, deceptive or unethical business conduct, or any act or omission by an LMS Solutions Partner that, in the sole discretion of the Company may damage its reputation or goodwill, may result, at LMS Solutions, Inc.'s discretion, in one or more of the following corrective measures:
- Issuance of a written warning or admonition;
- Requiring the LMS Solutions Partner to take immediate corrective measures;
- Suspension of the individual's LMS Solutions Partners Agreement for one or more months;
- Involuntary termination of the offender's LMS Solutions Partner Agreement;
- Any other measure expressly allowed within any provision of the Agreement or which LMS Solutions, Inc. deems practicable to implement and appropriate to equitably resolve injuries caused partially or exclusively by the LMS Solutions Partner's policy violation or contractual breach;
- In situations deemed appropriate by LMS Solutions, Inc., the Company may institute legal proceedings for monetary and/or equitable relief.
44 - Grievances and Complaints
When an LMS Solutions Partner has a grievance or complaint with another LMS Solutions Partner regarding any practice or conduct in relationship to their respective businesses, the complaining LMS Solutions Partner should first report the problem to the President of LMS Solutions, Inc. The President will review the facts and attempt to resolve it.
45 - Arbitration
Any controversy or claim arising out of or relating to the Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. LMS Solutions Partners waive all rights to trial by jury or to any court. All arbitration proceedings shall be held in Montgomery County, Commonwealth of Pennsylvania. All parties shall be entitled to all discovery rights pursuant to the Federal Rules of Civil Procedure. There shall be one arbitrator, an attorney at law, who shall have expertise in business law transactions with a strong preference being an attorney knowledgeable in the direct selling industry, selected from the panel that the American Arbitration Panel provides. Each party to the arbitration shall be responsible for its own costs and expenses of arbitration, including legal and filing fees. The decision of the arbitrator shall be final and binding on the parties and may, if necessary, be reduced to a judgment in any court of competent jurisdiction. This agreement to arbitration shall survive any termination or expiration of the Agreement.
Nothing in these Policies and Procedures shall prevent LMS Solutions, Inc. from applying to and obtaining from any court having jurisdiction a writ of attachment, a temporary injunction, preliminary injunction, permanent injunction or other relief available to safeguard and protect LMS Solutions, Inc.'s interest prior to, during or following the filing of any arbitration or other proceeding or pending the rendition of a decision or award in connection with any arbitration or other proceeding.
46 - Governing Law, Jurisdiction and Venue
Jurisdiction and venue of any matter not subject to arbitration shall reside exclusively in Montgomery County, Commonwealth of Pennsylvania. The Federal Arbitration Act shall govern all matters relating to arbitration. The law of the Commonwealth of Pennsylvania shall govern all other matters relating to or arising from the Agreement. Notwithstanding the foregoing, residents of the State of Louisiana shall be entitled to bring an action against LMS Solutions, Inc. in their home forum and pursuant to Louisiana law.
47 - Involuntary Cancellation
An LMS Solutions Partner's violation of any of the terms of the Agreement, including any amendments that may be made by LMS Solutions, Inc. in its sole discretion, may result in sanctions, including the involuntary cancellation of his or her LMS Solutions Partner Agreement. Cancellation shall be effective on the date on which written notice is mailed, faxed, or delivered to an express courier, to the LMS Solutions Partner's last known address (or fax number), or to his/her attorney, or when the LMS Solutions Partner receives actual notice of cancellation, whichever occurs first.
48 - Voluntary Cancellation
A LMS Solutions Partner has a right to cancel at any time, regardless of reason. Cancellation must be submitted in writing to the Company via mail, fax, or Info@LMSsolutions.biz. Payments for any services rendered prior to the cancellation request being received are the responsibility of the Partner.
49 - Monitoring Communications
You understand, agree and acknowledge that LMS Solutions, Inc. may in its discretion, but is not obligated to, monitor or record any of your telephone conversations with LMS Solutions Partner Program service agents for quality control purposes, for purposes of training its team members and for its own protection. You acknowledge and understand that not all telephone lines or calls are recorded by LMS Solutions, Inc., and LMS Solutions, Inc. does not guarantee that recordings of any particular telephone calls will be retained or capable of being retrieved.
50 - No Implied Endorsements
In no event shall any reference to any third party or third party product or service be construed as an approval or endorsement by LMS Solutions, Inc. of that third party or of any product or service provided by a third party, except as those products that are specifically listed on the LMS Solutions Partner Program website as LMS recommended products.
51 - Notice and Take Down Procedures; Copyright Agent
If you believe any materials accessible on or from the LMS Solutions website, or any related websites, or the Products infringe your copyright or other intellectual property, you may request removal of those materials (or access thereto) from this web site or the Products by contacting LMS Solutions, Inc.'s copyright agent (identified below) and providing the following information:
- Identification of the copyrighted work that you believe to be infringed. Please describe the work, and where possible include a copy or the location (e.g., URL) of an authorized version of the work.
- Identification of the material that you believe to be infringing and its location. Please describe the material, and provide us with its URL or any other pertinent information that will allow us to locate the material.
- Your name, address, telephone number and (if available) email address.
- A statement that you have a good faith belief that the complained of use of the materials is not authorized by the copyright owner, its agent, or the law.
- A statement that the information that you have supplied is accurate, and indicating that "under penalty of perjury," you are the copyright owner or are authorized to act on the copyright owner's behalf.
- A signature or the electronic equivalent from the copyright holder or authorized representative.
LMS Solutions, Inc.'s agent for copyright issues relating to the Partner Program and the products is as follows:
LMS Solutions, Inc.,
156 W. Ridge Pike, Bldg. 2, Royersford, PA 19468
Phone: (484) 893-4055 Fax: (484) 893-4034
In an effort to protect the rights of copyright owners, LMS Solutions, Inc. maintains a policy for the termination, in appropriate circumstances, of the Partner Program who are repeat infringers.
52 - Username and Password
You are responsible for maintaining the security of your account, passwords, and files. LMS will accept the instructions of any individual who claims to be authorized to direct changes to your account so long as such person presents your username and password or provides other appropriate account identifying information as determined by LMS in its discretion, by email or by phone, or through a Third Party Service, if any, through which you access the Products. LMS has no knowledge of your organizational structure, if you are registering for the Products and Services as an entity, or your personal relationships, if you are a person. LMS shall not be responsible for the actions of any individuals who misuse or misappropriate your contact lists or other assets using your username and password or other appropriate account identifying information.
53 - Security
LMS takes every precaution to protect our users' information. When users submit sensitive information via the website, such as a credit card number, your information is protected both online and off-line.
While we use SSL encryption to protect sensitive information online, we also do everything in our power to protect user-information off-line. All of our users' information, not just the sensitive information mentioned above, is restricted in our offices. Only team members who need the information to perform a specific job (for example, our billing clerk or a customer service representative) are granted access to personally identifiable information.
54 - Miscellaneous
If any provision of the Terms and Conditions is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms and Conditions will otherwise remain in full force and effect and enforceable.
Partner Program participants are not required to purchase services offered by LMS Solutions, and are able to purchase same or similar services from other service providers.
No agency, partnership, joint venture, or employment is created as a result of the LMS Solutions Partner Program, and you do not have any authority of any kind to bind LMS in any respect whatsoever.
In any action or proceeding to enforce rights under the Agreement, the prevailing party will be entitled to recover its costs and attorneys' fees.
If you have any questions about the rights and restrictions above, please contact LMS Solutions, Inc. by email at info@LMSsolutions.biz.