1. GRANT OF LICENSE: Lagom Ops Co. ("Provider") grants the undersigned client ("Client") a non-exclusive, non-transferable license to access and use the custom-built portal software ("Software") hosted at the Portal URL specified above, for the duration of this Agreement. The license is limited to the number of Authorized Users listed. Client may not sublicense, resell, or redistribute access to the Software.
2. SCOPE OF SERVICES: Provider will deliver, host, and maintain the Software at the tier level specified above. Services include initial setup, configuration, hosting, routine maintenance, and support as defined by the selected tier. Custom development beyond the tier scope requires a separate statement of work and additional fees.
3. FEES AND PAYMENT: Client agrees to pay the one-time Setup Fee upon execution of this Agreement. The Monthly Retainer is due on the first of each calendar month beginning the month following deployment. All fees are non-refundable once services have commenced. Late payments are subject to a 1.5% monthly finance charge. Provider reserves the right to suspend access after 15 days of non-payment.
4. TERM AND RENEWAL: This Agreement begins on the date of electronic signature and continues for the Initial Term specified above. After the Initial Term, this Agreement automatically renews on a month-to-month basis unless either party provides 30 days written notice of non-renewal.
5. INTELLECTUAL PROPERTY: Provider retains all ownership rights, title, and interest in the Software, including all source code, design, architecture, and documentation. Client owns all data entered into the Software. Upon termination, Provider will export Client data in a standard format within 30 days of written request.
6. HOSTING AND UPTIME: Provider will host the Software on managed infrastructure and use commercially reasonable efforts to maintain 99.5% uptime, measured monthly, excluding scheduled maintenance windows. Scheduled maintenance will be communicated at least 24 hours in advance when feasible.
7. SUPPORT AND MAINTENANCE: Provider will respond to support requests within one business day. Critical issues (system down, data loss) will be addressed with best-effort urgency. Routine updates, security patches, and bug fixes are included at no additional cost. Feature enhancements may be scoped as additional work.
8. DATA AND PRIVACY: Provider will handle all Client data in accordance with applicable privacy laws. Client data will not be shared with third parties except as required for service delivery (e.g., payment processing, email delivery). Provider will implement reasonable security measures including encryption in transit and at rest.
9. LIMITATION OF LIABILITY: Total liability of Provider under this Agreement shall not exceed the total fees paid by Client during the 12 months preceding the claim. Provider is not responsible for incidental, consequential, indirect, or punitive damages, lost profits, or business interruption.
10. TERMINATION: Either party may terminate this Agreement for material breach if the breaching party fails to cure within 15 days of written notice. Provider may terminate immediately if Client uses the Software for unlawful purposes. Upon termination, Provider will disable access and retain Client data for 30 days to allow export.
11. CONFIDENTIALITY: Both parties agree to maintain the confidentiality of proprietary or business-sensitive information disclosed during the course of this Agreement. This obligation survives termination for a period of two years.
12. DISPUTE RESOLUTION: Both parties agree to seek mediation before legal action. If mediation fails, disputes will be resolved by binding arbitration in Contra Costa County, California, under California law. The prevailing party is entitled to recover reasonable legal fees.
13. GENERAL PROVISIONS: This Agreement constitutes the entire understanding between the parties. Amendments must be in writing and signed by both parties. This Agreement is governed by the laws of the State of California. Electronic signatures are legally binding under the U.S. ESIGN Act and the California Uniform Electronic Transactions Act (UETA). If any provision is found unenforceable, the remaining provisions remain in full effect.