Terms of Service

Landscape Design Resource, LLC, a Missouri Limited Liability Company, (“hereinafter, “LDR”) offers a website, networks, mobile applications and other software services related to the connection of potential homeowners to qualified landscape contractors and designers (hereinafter, the “Services”) which provides individuals (hereinafter, the “Customer” and collective as “Customers”) with detailed landscape design plans and supporting information provided by a landscape design contractor (hereinafter, individually as “Contractor” and collectively as “Contractors”) who can professionally facilitate the designs of residential and commercial landscaping projects (hereinafter, the “Designs”).   Additionally, product manufacturers, distributors and suppliers (“hereinafter, “Vendors”) may access the Services in order to provide links and data descriptions/pricing to Contractors in order to develop and support their Designs and provide Customers with options related to their Designs.  Contractors and Vendors are hereinafter collectively referred to as “Users”. All Users’ access to and use of the Services is subject to the following terms and conditions of service (hereinafter, “TOS”). These TOS represent a binding contract between LDR and each User.  You should read our Privacy Policy and the TOS carefully and completely before purchasing, accessing or utilizing the Services.  Do not purchase, access or utilize the Services if you disagree with any of the provisions of the TOS and Privacy Policy. Once you click the “I Agree to the Terms and Conditions of LDR”, you will be bound by the terms herein.  LDR does not: (a) act as a landscape designer for you or any other User unless specifically requested to do so by a Contractor; (b) guarantee the accuracy of any product description or pricing offered by any Vendor; or (c) guarantee the performance or warranty the work or any Design offered by a Contractor. LDR assumes no responsibility for any result or consequence related directly or indirectly to any action or inaction that Customers take based on the Services or any other information available through or in connection with the Services.  

By clicking a registration or new account submission button, or by otherwise using LDR’s websites, networks, mobile applications, or other services provided by LDR (collectively, the “Services”), or accessing any content provided by LDR through the Services, you agree to be bound by the following terms of use and services, as updated from time to time (“TOS”).  Any drawing or schematic produced as a Design facilitated by LDR’s Services (as defined herein) shall be in the form of a conceptual design tool and is only to be used as a guide for planning and construction purposes. Nothing herein shall be construed as a guarantee or warranty that any completed project shall be exact in appearance and dimension as the Design produced through LDR’s Services.   

  1. LDR’s Role and Software Provisions.

(A) LDR’s business is primarily funded through its Services and related advertising services. You understand and agree that the Services may include advertisements, and that these visible advertisements are necessary to support the Services. To help make the advertisements relevant and useful to you, LDR may publish advertisements based on the information we collect through the Services. See the Privacy Policy for more details.  LDR does not: (a) act as a landscape designer for you or any other User unless specifically requested to do so by a Contractor; (b) guarantee the accuracy of any product description or pricing offered by any Vendor; or (c) guarantee the performance or warranty the work or any Design offered by a Contractor. LDR assumes no responsibility for any result or consequence related directly or indirectly to any action or inaction that Customers take based on the Services or any other information available through or in connection with the Services.  

(B) Through its Services, LDR shall provide Contractors with landscape design prototypes and models.  LDR shall offer project builder prototypes for Contractors to access and curtail to their customers.  For the premium subscription plan, Contractors may purchase ala carte, customized landscape designs by an LDR authorized representative for a set/hourly fee.  In the event that a Contractor wishes to purchase custom landscape design services, a separate agreement must be entered into with LDR for the customer design services.   LDR may also provide links to Vendors related to inventory management and purchasing. LDR does not directly provide or sell inventory to a Contractor or guarantee/warrant any of its Vendor pricing or products offered to Contractors.   

(C) LDR does not offer any landscape design prototypes, models or custom services to any Vendor without a “Contractor” license status.  Upon agreeing to the TOS herein, a Vendor may access the Services in order to provide Vendor’s contact and demographic information, product descriptions and prices, and related data for the exclusive usage of LDR and its Contractors.  Vendors have the sole responsibility to maintain their data and pricing information in order to provide current product line availability and pricing. LDR shall not provide any Customer or Contractor information to Vendor but will allow a Contractor to exit LDR’s website and link directly to Vendor if LDR is provided with a direct URL link by a Vendor.    

  

  1. LDR Eligibility.

Accounts and Registration. You must be at least 18 years of age to use the Services. By agreeing to these TOS, you represent and warrant that: (a) you are at least 18 years of age; (b) you have not previously been suspended or removed from the Services; and (c) your registration and your use of the Services is in compliance with all applicable laws and regulations. To access certain features of the Services, you will be required to register for an account, and you may be required to provide us with some information about your business, such as name, email address, telephone number(s) and other contact information. You agree that the information you provide is accurate and that you will keep it accurate and up-to-date at all times. When you register, you will be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password, and you are responsible for all actions taken via your account. You may not share your User account(s) with others on LDR.  Additionally, please review our Privacy Policy as related to the information you share with us.

  1. Use and Restrictions.

(A) Use of the Services. As long as you comply with these TOS, LDR grants you a non-exclusive, limited, revocable, non-transferable license to use the Services, and to download and use any App (as defined in Section 3(B) below) on your mobile device in object code form, for your personal use. Except as expressly stated herein, these TOS do not provide you with a license to use, reproduce, distribute, display or provide access to any portion of the Services on third-party websites or otherwise. The Services may include software for use in connection with the Services. A Contractor’s license shall vary from a Vendor license as related to functionality and features available.

(B) Restrictions on Use of Content. Subject to the restrictions set forth in these TOS, you may copy information from the Services only as necessary for your personal use or Contractor Interaction to view, save, print, fax and/or e-mail such information. 

(C) Contractor’s Additional Terms and Restrictions. Contractors who access and use our Services also agree to the following terms and provisions:

(i) You grant LDR permission to display on our website and elsewhere, information that we have obtained or you have supplied related to any of the landscape design projects that you have developed as a Contractor through our Services (“Contractor IP”). If Contractor uploads any Contractor IP, LDR is granted a non-exclusive license to publish the Contractor IP, free from any future claims of Copyright infringement by Contractor.  If Contractor desires to be credited with the Contractor IP, a watermark should be placed on the photograph and/or diagram prior to submission to LDR. In the event Contractor elects to upload any Contractor IP, it represents and warrants that it is the sole owner of the Contractor IP and will indemnify and hold harmless LDR in the event that Contractor has uploaded any photographs and/or diagrams that are copyrighted by another third party The provided information helps your potential customers better understand your specialties. Maintaining a Contractor profile on LDR is by monthly subscription fee(s) after the free trial period is complete.. 

(ii) You are responsible for maintaining your own business license and provide all potential customer relationships.  The Services are not intended to provide sales leads, potential customers or marketing/advertising services to you as a Contractor.  In addition, you are responsible for the landscape design services provided to your customers and agree to indemnify, defend and hold LDR harmless from any claims, costs, and damages incurred by LDR arising from claims by your customers regarding the design services you have provided.  No Contractor shall be deemed an employee, independent contractor, joint venturer, agent, or representative of LDR in any capacity. You acknowledge and agree that LDR does not participate, negotiate or represent any party with respect to any agreement between you and a Customer.

(iii) Your participation in our service is at-will and can be terminated by you or LDR for any reason at any time upon thirty (30) days-notice.  No partial month’s payments will be refunded in the event of termination by either party.  

(iv) Any information that you provide to LDR shall be accurate, complete and owned by you, and you agree to update any information that is or becomes inaccurate. Of course, if we discover that any information is inaccurate we may correct it ourselves. You hereby grant us permission to e-mail or display your Profile (including your name, likeness, contact information and transaction details) and such other information as may be supplied by you on or from our website “www.getldr.com” and such other partner and affiliate websites as we believe advisable for marketing purposes.  You agree that we may modify the services provided, these terms of service or the price charged for our services at any time. We will send you an email identifying any significant changes of our services or terms of service and you agree that your continued use of our services after the email notification period means that you accept the new terms and any subsequent referrals or services shall be governed by the new terms. If there changes to our pricing for services, we will send you an email within fifteen (15) days in advance of any changes to prices and you agree that your continued use of our services after the notice period means that you accept the new pricing terms and any subsequent referrals or services shall be governed by the new terms.

(D) Vendor’s Additional Terms and Restrictions. Vendors who access and use our Services also agree to the following terms and provisions:

(i) You grant LDR permission to display on our website and elsewhere, information that we have obtained or you have supplied related to any of the products and materials that you intend to make available for Contractors and their Customers.  Maintaining a Vendor profile on LDR is completely free. 

(ii) You are responsible for maintaining your own business license.  The Services are not intended to provide sales leads, potential customers or marketing/advertising services to you as a Vendor.  You agree to indemnify, defend and hold LDR harmless from any claims, costs, and damages incurred by LDR arising from claims by any Contractor or Customer that the product information and pricing provided by you is inaccurate or outdated.  No Vendor shall be deemed an employee, independent contractor, joint venturer, agent, or representative of LDR in any capacity. You acknowledge and agree that LDR does not participate, negotiate or represent any party with respect to any agreement between you, a Contractor or a Customer.

(iii) Your participation in our service is at-will and can be terminated by you or LDR for any reason at any time upon thirty (30) days-notice.  

(iv) Any information that you provide to LDR shall be accurate, complete and owned by you, and you agree to update any information that is or becomes inaccurate. Of course, if we discover that any information is inaccurate we may correct it ourselves. You hereby grant us permission to e-mail or display your Profile (including your name, likeness, contact information and transaction details) and such other information as may be supplied by you on or from our website “www.getldr.com” and such other partner and affiliate websites as we believe advisable for marketing purposes.  You agree that we may modify the services provided, these terms of service or the price charged for our services at any time. We will send you an email identifying any significant changes of our services or terms of service and you agree that your continued use of our services after the email notification period means that you accept the new terms and any subsequent referrals or services shall be governed by the new terms. If there changes to our pricing for services, we will send you an email within fifteen (15) days in advance of any changes to prices and you agree that your continued use of our services after the notice period means that you accept the new pricing terms and any subsequent referrals or services shall be governed by the new terms.

  1. Prohibited Use. By using the Services, Users agree not to:

▪ reproduce, modify, distribute, display or otherwise provide access to, create derivative works from, decompile, disassemble, or reverse engineer any portion of the Services, except as explicitly permitted under these TOS;

▪ remove or modify any copyright or other intellectual property notices that appear in the Services;

▪ use the Services in any way that is unlawful, or harms LDR, its service providers, suppliers, or any other User;

▪ distribute or post spam, chain letters, pyramid schemes, or similar communications through the Services;

▪ impersonate another person or misrepresent your affiliation with another person or entity;

▪ reproduce, publicly display, or otherwise make accessible on or through any other website, application, or service any designs, and/or profile information about LDR, its Contractors, or Vendors, or other data or content available through the Services, except as explicitly permitted by LDR for a particular portion of the Services;

▪ upload invalid data, viruses, worms, or other software agents to the Services;

▪ interfere with, or compromise the system integrity or security of the Services, or otherwise bypass any measures LDR may use to prevent or restrict access to the Services;

▪ conduct automated queries (including screen and database scraping, spiders, robots, crawlers, bypassing “captcha” or similar precautions, and any other automated activity with the purpose of obtaining information from the Services) on the Services;

▪ use any of LDR’s trademarks as part of your screen name or email address on the Services; or

▪ attempt to, or permit or encourage any third-party to, do any of the above.

  1. Fees.

(A) Generally. Contractors shall be required to pay fees to access certain features of the Services and participate in specific Service program offerings. All fees are in U.S. dollars and are non-refundable. If LDR changes the fees for all or part of the Services, including by adding fees or charges, LDR will provide you with advance notice of those changes. If you do not accept the changes, LDR may discontinue providing the applicable part of the Services to you. LDR’s authorized third-party payment processor will charge the payment method you specified at the time of purchase. You authorize LDR to charge all fees as described in these TOS for the Services you select to that payment method. If you pay any fees with a credit card, LDR may seek pre-authorization of your credit card account before your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase.

(B) Subscriptions/Autopay. The Services may include features that allow for automatically recurring payments for periodic charges (“Subscription Service”). If you decide to activate a Subscription Service, you authorize LDR to periodically charge, on a going-forward basis and until cancellation of either the recurring payments or your account, all accrued sums on or before the payment due date for the accrued sums. The subscription will continue unless and until you cancel your subscription, or we terminate it. You must cancel your subscription / autopay before it renews in order to avoid auto billing for received services. LDR may change the subscription fee for any subsequent subscription period at any time but will provide you advance notice of any increase before it applies. You may cancel a Subscription Service by deselecting the Autopay features in the User Profile settings page or by contacting us at: info@getldr.com.

  1. User Materials.

(A) License Grant. Certain portions of the Services may allow you to upload images, photos, landscape design prototypes, video examples, data, text, and other content (“User Materials”). By uploading User Materials to the Services, you grant LDR an irrevocable, perpetual, royalty-free worldwide license to: (i) use, copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, modify, prepare derivative works of or incorporate into other works, and translate your User Materials, in connection with the Services, or in any other media; and (ii) sublicense these rights, to the maximum extent permitted by applicable law. LDR will not pay you for your User Materials or to exercise any rights related to your User Materials set forth in the preceding sentence. LDR may remove or modify your User Materials at any time. You are solely responsible for all User Materials made through your User account(s) on the Services or that you otherwise make available through the Services. For all User Materials, you represent and warrant that you are the creator and owner of the User Materials, or have the necessary licenses, rights, consents, and permissions (including all permissions required under applicable privacy and intellectual property law) to authorize LDR and other Users to access and use your User Materials as necessary to exercise the licenses granted by you under these TOS. 

(B) Disclaimer. LDR is under no obligation to edit or control your User Materials or the User Materials of any other User and will not be in any way responsible or liable for any User Materials. LDR may, however, at any time and without prior notice, screen, remove, edit, or block any User Materials on the Services, including User Materials, that in LDR’s sole judgment violates these TOS or are otherwise objectionable.  You understand that when using the Services, you may be exposed to User Materials of other Users and acknowledge that User Materials may be inaccurate, offensive, indecent, or objectionable. You agree to waive, and do waive, any legal or equitable right or remedy you may have against LDR with respect to User Materials. LDR expressly disclaims any and all liability in connection with User Materials. If notified by a User or content owner that User Materials allegedly do not conform with these TOS, LDR may investigate the allegation and determine in LDR’s sole discretion whether to remove the User Materials, which LDR reserves the right to do at any time and without notice. For more information on LDR’s handling of infringing content, please see Section 11 below.

  1. Intellectual Property.

(A) Ownership.  The Services are owned and operated by LDR. The User interfaces, design, information, data, code, products, software, graphics, and all other elements of the Services (hereinafter, the “LDR Designs”) provided by LDR are protected by intellectual property and other laws and are the property of LDR or LDR’s third-party licensors. Except as expressly allowed by these TOS, you may not make use of the LDR Designs, and LDR reserves all rights to the LDR Designs and Services not granted expressly in these TOS.

(B) Intellectual Property Notices: Certain content on the Services is owned by Third-Parties. The names of actual companies, products, and services shown herein may be the trademarks of their respective owners. Any rights not expressly granted herein are reserved. LDR does not assert copyright or grant any rights to the underlying images or descriptions of any information provided by third-parties through the Services. Any use of these images and descriptions are subject to the copyright owner’s permission and the requirements of applicable law.

  1. Third-Party Providers/Services.

(A) Third-Party Providers. The Services include links to third-party products, services and websites, as well as materials provided by third-parties, and may include functionality that allows for the distribution of your User Materials or your personal information (collectively, your “User Information”) to third-parties not under LDR’s control (each, a “Third-Party Provider”). Third-Party Providers are solely responsible for their services. You are responsible for your use and submission of User Information to any third-party, and your dealings or business conducted with any third-party arising in connection with the Services are solely between you and such third-party, including the costs related to their products/services. Your use of third-party sites, services, or products may be subject to associated third-party terms of use and privacy policies or other agreements, which you are solely responsible for complying with. LDR does not endorse, and takes no responsibility for such products, services, websites, and materials, or a Third-Party Provider’s use of your User Information. By using a tool that allows for User Information to be transferred, you agree that LDR may transfer the applicable User Information or other information to the applicable third-parties, which are not under the control of LDR. If you submit a contact form or otherwise indicate your interest in contacting a Third-Party Provider, you may receive telemarketing calls from the Third-Party Provider using the contact information you provided. Third-Party Providers may keep your contact information and any other information received by the Third-Party Provider in processing a contact or other request form. LDR is not responsible for any damages or costs of any type arising out of or in any way connected with your dealings with these third parties.

(B) Third-Party Services.  Certain aspects of the Services include third-party tools that are subject to additional third-party terms, including, but not limited to, the following:

  (i) Google Maps. Some of the Services implement the Google Maps web mapping service. Your use of Google Maps is subject to Google’s terms of use, available at:  http://www.google.com/intl/en_us/help/terms_maps.html , and Google’s Privacy Policy, available at https://www.google.com/intl/ALL/policies/privacy/index.html.

(ii) Stripe. Some of the Services allow you to use Stripe Connect to make payments to other users and may include additional processing or application fees detailed when you choose to connect to Stripe. Your use of Stripe is subject to the Stripe Connected Account Agreement, available at https://stripe.com/us/connect-account/legal . Additionally, by using Stripe, you agree not to use Stripe (and the Services generally) for any Prohibited Business purposes, as listed at https://stripe.com/us/prohibited-businesses .

 

  1. User Feedback.

If you choose to provide input and suggestions regarding the Services, including related to any LDR Designs (“User Feedback”), then you hereby grant LDR an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to use the User Feedback in any manner and for any purpose, including to improve the Services or create other products and services.

 

  1. DMCA.

Claims of Copyright Infringement. LDR respects the intellectual property rights of others and asks that everyone using the Services do the same. Anyone who believes that their work has been reproduced on the Services in a way that constitutes copyright infringement may notify LDR’s copyright agent in accordance with Title 17, United States Code, Section 512(c)(2), by providing the following information:

(a) Identification of the copyrighted work that you claim has been infringed;

(b) Identification of the material that you claim is infringing and needs to be removed, including a description of where it is located on the Services so that the copyright agent can locate it;

(c) Your address, telephone number, and, if available, e-mail address, so that the copyright agent may contact you about your complaint; and

(d) A signed statement that the above information is accurate; that you have a good faith belief that the identified use of the material is not authorized by the copyright owner, its agent, or the law; and, under penalty of perjury, that you are the copyright owner or are authorized to act on the copyright owner’s behalf in this situation.

Notices of copyright infringement claims should be sent as follows:

By mail: 

LDR, LLC

1112 Bryan Road, 

O’Fallon, MO  63366

By e-mail:

info@getldr.com

If you give notice of copyright infringement by e-mail, we may begin investigating the alleged copyright infringement; however, we must receive your signed statement by mail or as an attachment to your e-mail before we are required to take any action.

 

  1. Termination/Changes to Agreement.

Except as stated in separate product-specific agreements, you may terminate your account at any time by contacting info@getldr.com

As a Contractor, if you terminate your account, you remain obligated to pay all outstanding fees, if any, incurred prior to termination relating to your use of the Services. If you violate any provision of these TOS, your permission from LDR to use the Services will terminate automatically. In addition, LDR may in its sole discretion terminate your account on the Services or suspend or terminate your access to the Services at any time for any reason, with notice. LDR may alter, suspend or discontinue the Services or any portion of the Services without notice. LDR will not be liable whatsoever for any change to the Services or any suspension or termination of your access to or use of the Services. LDR reserves the right to change these TOS at any time in its sole discretion on a going-forward basis. We will make commercially reasonable efforts to notify you of any material changes to these TOS. Your continued use of the Services after updates are effective will represent your agreement to the revised version of these TOS. Your continued use of the Services after the effectiveness of such changes will constitute acceptance of and agreement to any such changes. You further waive any right you may have to receive specific notice of such changes to these TOS. You are responsible for regularly reviewing these TOS.

 

12. Privacy Policy/Other Terms.

(A) Privacy Policy. LDR will collect, use, store, and disclose personal information in accordance with its Privacy Policy.  Please consult the Privacy Policy for more information, which terms are incorporated into, and made a part of, these TOS.

(B) Other Terms. Your use of the Services is subject to all additional guidelines, rules, and agreements applicable to the Services or certain features of the Services that we may post on, or link to, from the Services, such as rules applicable to a particular product or content available through the Services.

 

  1. Indemnification.

You agree to indemnify, defend, and hold harmless LDR, its affiliates, and their respective directors, officers, employees, and agents from any and all claims and demands made by any third-party due to or arising out of: (a) your access to or use of the Services; (b) your breach of these TOS; (c) your violation of any law or the rights of a third-party; (d) any dispute or issue between you and any third-party; (e) any User Materials you upload to, or otherwise make available through, the Services; (f) your willful misconduct; and (g) any other party’s access to and/or use of the Services using your account and password. LDR reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in that case, you agree to corporate with LDR’s defense of that claim.

 

  1. No Warranties.  

LDR PROVIDES THE SERVICES “AS IS,” “WITH ALL FAULTS” AND “AS AVAILABLE,” AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LDR AND ITS SUPPLIERS MAKE NO REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED. LDR AND ITS SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OR CONDITIONS, EXPRESS, STATUTORY AND IMPLIED, INCLUDING WITHOUT LIMITATION: (A) WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, ACCURACY, TITLE, QUIET ENJOYMENT, NO ENCUMBRANCES, NO LIENS AND NON-INFRINGEMENT; (B) WARRANTIES OR CONDITIONS ARISING THROUGH COURSE OF DEALING OR USAGE OF TRADE; AND (C) WARRANTIES OR CONDITIONS OF UNINTERRUPTED OR ERROR-FREE ACCESS OR USE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE SERVICES OR ANY MATERIALS AVAILABLE THROUGH THE SERVICES WILL CREATE ANY WARRANTY REGARDING ANY LDR ENTITY OR THE SERVICES THAT IS NOT EXPRESSIVELY STATED IN THESE TERMS OF USE. YOU ASSUME ALL RISK FOR ANY DAMAGE THAT MAY RESULT FROM YOUR USE OF OR ACCESS TO THE SERVICES, YOUR DEALING WITH ANY OTHER USER, AND ANY MATERIALS, INCLUDING ALL USER AND LDR MATERIALS, AVAILABLE THROUGH THE SERVICES. YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES, AND USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAINMENT OF MATERIALS THROUGH THE SERVICES AND ANY ASSOCIATED SITES OR SERVICES, ARE AT YOUR OWN DISCRETION AND RISK, AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICES), OR THE LOSS OF DATA THAT RESULTS FROM THE USE OF THE SERVICES OR THE DOWNLOAD OR USE OF THOSE MATERIALS. SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OR WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURSIDICTION TO JURISDICTION.

 

  1. Limitation of Liability/Exclusive Remedy.

IN NO EVENT WILL LDR OR ANY OF ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF, BASED ON, OR RESULTING FROM THESE TERMS OF USE OR YOUR USE OR ACCESS, OR INABILITY TO USE OR ACCESS, THE SERVICES OR ANY MATERIALS ON THE SERVICES, WHETHER BASED ON (A) BREACH OF CONTRACT, (B) BREACH OF WARRANTY, (C) NEGLIGENCE, OR (D) ANY OTHER CAUSE OF ACTION, EVEN IF LDR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LDR ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (IE) ERRORS, MISTAKES, OR INACCURACIES OF MATERIALS; (F) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICES; (G) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (H) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; (I) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD-PARTY; (J) ANY ERRORS OR OMISSIONS IN ANY MATERIALS OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY MATERIALS POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICES; AND/OR (K) USER MATERIALS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD-PARTY. THE AGGREGATE LIABILITY OF LDR AND ANY OF ITS AFFILIATES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE ANY PORTION OF THE SERVICES OR OTHERWISE UNDER THESE TERMS OF USE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (i) THE AMOUNT YOU HAVE PAID TO LDR FOR THE SERVICES IN THE 12 MONTHS PRIOR TO THE EVENTS OR CIRCUMSTANCES GIVING RISE TO THE CLAIMS; OR (ii) $100. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL DAMAGES. ACCORDINGLY, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. EACH PROVISION OF THESE TERMS OF USE THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE AGREEMENT OF THE PARTIES. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS ITS ESSENTIAL PURPOSE.

 

  1. Choice of Law;

Disputes. Most of Your concerns about the Services can be addressed by contacting us at info@getldr.com.  For any dispute with LDR, You agree to first contact us and attempt to resolve the dispute with us informally.

(A) In the event We cannot resolve a dispute with You after 60 days, YOU AND WE AGREE TO RESOLVE ANY DISPUTES THROUGH BINDING ARBITRATION OR SMALL CLAIMS COURT INSTEAD OF THROUGH COURTS OF GENERAL JURISDICTION. YOU AND WE AGREE THAT ANY ARBITRATION WILL TAKE PLACE ON AN INDIVIDUAL BASIS ONLY. YOU AND WE AGREE TO WAIVE OUR RIGHTS TO A JURY TRIAL AND TO PARTICIPATE IN CLASS ACTIONS OR OTHER REPRESENTATIVE PROCEEDINGS. This agreement to arbitrate any disputes shall survive the termination of the TOS and is governed by the Federal Arbitration Act.  This agreement to arbitrate shall be interpreted broadly, and it includes any dispute You have with Us that arises out of or relates in any way to Your relationship with LDR or the Services, whether based in contract, tort, statute, fraud, misrepresentation or otherwise. However, this arbitration agreement does not preclude You from bringing an individual action against Us in small claims court or from informing any federal, state or local agencies of Your dispute. Such agencies may be able to seek relief on Your behalf.

(B) To initiate arbitration, send a written Notice of Claim by certified mail to: LDR Legal Department, c/o Brent L. Martin, Esq., 220 Salt Lick Road, St. Peters, MO  63376. The Notice must describe the dispute and the relief sought. If We are unable to resolve the dispute within 60 days of receipt of the Notice, you may start an arbitration with the American Arbitration Association (hereinafter, “AAA”). You can contact the AAA and obtain a free copy of the rules and forms necessary to start an arbitration proceeding at https://www.adr.org or (800) 778-7879.  

(C) The arbitration shall be administered by the AAA in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (hereinafter, “Rules”) in effect at the time the arbitration is started and as modified by this agreement to arbitrate.  The arbitrator is bound by the terms of this agreement to arbitrate and shall decide all issues, with the exception that issues relating to the enforceability of this agreement to arbitrate may be decided by a court. 

(D) If you seek declaratory or injunctive relief, that relief can be awarded only to the extent necessary to provide You relief. YOU AND WE AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST EACH OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT IN A PURPORTED CLASS ACTION, CLASS ARBITRATION OR OTHER REPRESENTATIVE PROCEEDING. Unless You and We agree otherwise, the arbitrator may not consolidate Your dispute with the dispute of any other person and may not preside over any form of representative or class proceeding. If this specific provision of this agreement to arbitrate is found to be unenforceable, then the entirety of this agreement to arbitrate is null and void.

 

  1. General.

You agree not to export from anywhere any part of the Services provided to you, or any direct product thereof, except in compliance with, and with all licenses and approvals required under, applicable export laws, rules and regulations. These TOS may only be amended by LDR unless a written agreement is signed by authorized representatives of the parties to these TOS. If any part of these TOS is determined to be invalid or unenforceable, then the invalid or unenforceable provision will be replaced with a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these TOS will continue in effect. The section titles in these TOS are solely used for the convenience of the parties and have no legal or contractual significance. LDR may assign this Agreement, in whole or in part, at any time with or without notice to you. You may not assign these TOS, or assign, transfer or sublicense your rights, if any, in the Services. LDR’s failure to act with respect to a breach by you or others does not waive its right to act with respect to subsequent or similar breaches. Except as expressly stated herein, these TOS, and all expressly incorporated terms and agreements, constitute the entire agreement between you and LDR with respect to the Services and supersede all prior or contemporaneous communications of any kind between you and LDR with respect to the Services. The following sections of these TOS shall survive any termination of these TOS: 3, 5-8, 10-12, and 14-22.

 

  1. Consent to Electronic Communications.

By using the Services, you consent to receiving certain electronic communications from LDR as further described in the Privacy Policy. Please read the Privacy Policy to learn more about LDR’s electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that LDR sends to you electronically will satisfy any legal communication requirements, including that those communications be in writing.

 

  1. Notice to California Residents.

If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.

 

  1. Contact Information and License Disclosures.

The Services are offered by LDR and its affiliates, located at 1112 Bryan Road, O’Fallon, MO  63366. You may contact LDR by sending correspondence to that address or emailing info@getldr.com.