Terms of Service

These Lucky Duck Laundrymat Terms of Service (“Terms” or “Agreement”) is a legal agreement between Make Lucky Duck Laundrymat Technologies Incorporated, a Delaware corporation (“Lucky Duck Laundrymat”) and the customer agreeing to these terms (“Customer”) and governs Customer’s use of the software-as-a-service platform offered by Lucky Duck Laundrymat for laundromat owners to track in-store operations, facilitate point-of-sale and perform backend administrative management (the “Service”).

1. Definitions.

‍1.1      “Account” means an account allowing access to the Web Portal created in Customer’s name.

1.2 “API” means any application programming interface made available by Lucky Duck Laundrymat that allows Customer to integrate the Service with Customer’s own systems or third-party systems.

1.3      “Apps” means the mobile applications made available for download by Lucky Duck Laundrymat to mobile devices controlled by customers in connection with their use of the Service.

1.4      “Lucky Duck Laundrymat Technology” means collectively, the App, the Web Portal and all software, know-how, processes, methodologies, specifications, user manuals, online documentation or other technology and materials of any kind used by Lucky Duck Laundrymat to offer and support the Service, except for any Customer Information.

1.5      “Confidential Information” means (a) all nonpublic information disclosed or made available under this Agreement that relates to the provision or receipt of the Service or either party’s financial condition, operations or business, and which is clearly identified as confidential at the time of disclosure, (b) the Lucky Duck Laundrymat Technology, (c) the Customer Information; and (d) the User IDs.

1.6      “Customer Information” means all data, information or other content entered by or collected from Customer (including a User) while accessing and using the Service.

1.7      “Documentation” means the version of the Lucky Duck Laundrymat’ user guide, manual or API documentation (whether in print or electronic form) made available by Lucky Duck Laundrymat to Customer during the term of this Agreement.

1.8      “Intellectual Property Rights” means any and all intellectual property rights throughout the world, including, without limitation, any and all copyrights, trademarks, service marks, trade secrets, patents, patent applications, moral rights, contract rights and any and all other legal rights protecting intangible proprietary information.

1.9      “Subscription Form” means the order form prepared by Lucky Duck Laundrymat, and accepted by Customer, which describes, among other things, the features of Service that the Customer is subscribing for, the number of Users, subscription fees and subscription period.

1.10      “Support Services” means the support services offered by Lucky Duck Laundrymat, in relation to the Service, set forth in Exhibit A attached hereto.

1.11    “User ID” means unique User identification name and password issued or otherwise assigned by Customer to each User.

1.12    “User” means an individual who has been authorized by Customer to access and use the Service.

1.13    “Web Portal” means the web portal made available by Lucky Duck Laundrymat to customers in connection with their use of the Service.

1.14    “Customer Website(s)” means any website, microsite, landing page, or web presence that Lucky Duck Laundrymat hosts, provisions, or templates for Customer as part of the Service and that is branded for, and administered by, Customer.

1.15    “Customer Content” means all text, images, logos, audio, video, PDFs, policies, prices, descriptions, and other materials that Customer or its Users upload, input, link, embed, or otherwise make available on or through any Customer Website or the Service. For clarity, Customer Content is Customer Information.

1.16    “Website Services” means tools, templates, hosting, configuration options, and related functionality that enable Customer to stand up, configure, and operate Customer Websites using the Service.

1.17    “Accessibility Laws” means the Americans with Disabilities Act (including Title III), Section 508 of the Rehabilitation Act (as applicable), state and local public-accommodation or disability-access laws (including the California Unruh Civil Rights Act), and any regulations, standards, or guidance referenced by such laws, including industry guidelines such as WCAG 2.1 AA (or any successor version or standard referenced by applicable law).

2. Application Services.

2.1           Customer’s Right to Access the Service.  Subject to the terms and conditions of this Agreement, Lucky Duck Laundrymat will provide Customer with the right to access and use the Service during the term of this Agreement, solely for Customer’s own business purposes.  Customer’s rights are non-exclusive, non-transferable and non-sublicensable. Customer may access and use the Service only as permitted by this Agreement.  Customer acknowledges that Customer is not receiving any ownership interest with respect to, the Service or any Lucky Duck Laundrymat Technology or Intellectual Property Rights related thereto.  Customer agrees to take commercially reasonable steps to ensure, through proper instructions, that all access to and use of the Service by Customer and Users, or otherwise through Customer’s facilities, equipment, identifiers or passwords, will be in accordance with the terms of this Agreement and will be made and used solely for proper and legal purposes, and will be conducted in a manner that does not violate any law or regulation, or the rights of any third party.

2.2      Lucky Duck Laundrymat Apps and Web Portal.  Subject to the terms and conditions set forth herein, Lucky Duck Laundrymat grants to Customer a nonexclusive (except as expressly agreed otherwise in the Subscription Form), nontransferable license, during the term of this Agreement, to (i) download and use the Apps on Customer’s mobile devices solely in connection with the Customer’s internal use of the Service, and (ii) to access and use the Web Portal as made available by Lucky Duck Laundrymat solely in connection with Customer’s internal use of the Service.  Customer may not copy, transfer, or modify the App or the Web Portal or remove, obscure or alter any intellectual property rights notice.  Customer acknowledges that the Lucky Duck Laundrymat Technology contains trade secrets of Lucky Duck Laundrymat, and, in order to protect such trade secrets, Customer agrees not to disassemble, decompile, or reverse engineer the Lucky Duck Laundrymat Technology nor permit any third party to do so, except to the extent such restrictions are prohibited by law.  Customer agrees that it shall only use the Service and Lucky Duck Laundrymat Technology in compliance with all applicable laws, rules and regulations.

2.3           Limited Number of Users.  If Subscription Form limits the number of Users allowed to access the Service through Customer’s Account, then the following applies:  Customer may only allow that number of Users to access and use the Service as are designated on the Subscription Form.  Customer may add Users through mutual agreement with Lucky Duck Laundrymat. Any additional Users are subject to the terms and conditions of this Agreement.  Customer will pay the then-current subscription fees for each additional User.  All Users added during a billing month will be charged in full for that billing month.

2.4           User Identification.  Customer shall be responsible for Users’ compliance with this Agreement.  Customer will issue a User ID to enable each User to access and use the Service.  Customer is solely responsible for tracking the User IDs to specific Users and for ensuring the security and confidentiality of all User IDs. Customer acknowledges that it is fully responsible for all liabilities incurred through the use of any User ID and that any transaction under a User ID will be deemed to have been performed by Customer.  Customer will immediately notify Lucky Duck Laundrymat of any unauthorized use of a User ID or any other breach of security known to it.

2.5           Prohibited Use.  As a condition of Customer’s use of the Service, Customer agrees not to: (a) access, tamper with, or use any non-public areas of Lucky Duck Laundrymat’ systems or said system’s providers; (b) attempt to probe, scan, or test the vulnerability of Lucky Duck Laundrymat’ systems or any related system or network or breach any privacy, security or authentication measures; (c) reverse engineer or attempt to discover the underlying source code or algorithms of the Lucky Duck Laundrymat Technology; (d) provide access to or utilize the Service under a time-share or service bureau arrangement or in any other manner, which would permit any third party, other than Users, to, directly or indirectly, utilize or otherwise benefit from the Service, whether or not for monetary or other consideration; (e) interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing Lucky Duck Laundrymat’ systems or providers; or (f) impersonate or misrepresent affiliation with any person or entity.  Lucky Duck Laundrymat will have the right to investigate and prosecute violations of any of the above, including intellectual property rights infringement and security-related issues, to the fullest extent of the law. Lucky Duck Laundrymat may involve and cooperate with law enforcement authorities in prosecuting users who violate these terms. Customer acknowledges that Lucky Duck Laundrymat has no obligation to monitor Users’ access to or use of the Service, but has the right to do so for the purpose of operating the Service, to ensure their compliance with these terms, or to comply with applicable law or the order or requirement of a court, administrative agency, or other governmental body.

2.6           Customer Responsibilities.  Customer shall be responsible for (i) integrating and updating the Customer service, platform or website to be used in connection with the Service or API, and (ii) obtaining and maintaining throughout the term of this Agreement, all computer hardware, software, communication lines, ports, interface equipment, terminals, internet access, bandwidth, network routing equipment, application licenses and other materials necessary for each User to access and use the Service or API at Customer’s facilities. Customer shall also implement reasonable security measures to protect API credentials and any data transmitted via the API. Customer acknowledges that any unauthorized access resulting from failure to maintain API security is the sole responsibility of Customer.

2.7           Customer Information Restrictions.  Customer shall (i) be responsible for the accuracy, quality and legality of Customer Information and for the means by which Customer acquired Customer Information, and (ii) warrant that Customer Information does not and will not violate third-party rights of any kind, including without limitation any intellectual property rights or rights of publicity and privacy.  Lucky Duck Laundrymat is not responsible for any public display or misuse of Customer Information. For clarity, “Customer Information” includes Customer Content made available on any Customer Website, and Customer remains responsible for the accessibility and legal compliance of such Customer Content.

2.8           License to Lucky Duck Laundrymat.  Subject to the Agreement, Customer hereby grants Lucky Duck Laundrymat a worldwide, non-exclusive, royalty-free license during to use, reproduce, electronically distribute, transmit, have transmitted, perform, display, store, archive, and index Customer Information to provide the Service to Customer.

2.9           Right to Monitor.  Lucky Duck Laundrymat will have the right to review and monitor all use of the Service, including through the use of third-party technology and services, to ensure compliance with all of the terms of the Agreement and evaluate performance of the Service.  Lucky Duck Laundrymat will also have the right to analyze user behavior to evaluate use of the Service, both on an individual basis and in the aggregate, and otherwise to collect, create and analyze metadata about Customer’s and the Users’ use of the Service.

2.10 API Access and Use.

(a) To the extent that Lucky Duck Laundrymat makes the API available to Customer, Customer may access and use the API in accordance with the terms of this Agreement. Customer acknowledges that Lucky Duck Laundrymat may modify, suspend, or discontinue the API at any time, with or without notice, and without liability. API access may require additional authentication credentials and agrees to maintain the security and confidentiality of such credentials. Customer’s use of the API is limited to connecting Customer’s systems or third-party systems to the Service for purposes permitted under this Agreement. All use of the API is subject to the same restrictions and obligations as Customer’s use of the Service, including, without limitation, the prohibitions set forth in Section 2.5 (Prohibited Use).

(b) Subject to this Agreement, Lucky Duck Laundrymat grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the API solely to integrate the Service with Customer’s own systems or authorized third-party systems for internal business purposes. Customer shall not use the API for any other purpose, including for the benefit of any third party or to process order or payment data outside of the Lucky Duck Laundrymat POS. Lucky Duck Laundrymat may revoke or suspend this license at any time for any reason, including suspected misuse, breach of this Agreement, or nonpayment of fees.

2.11 Use of Data. Lucky Duck Laundrymat may not use or share Personally Identifiable Information for any purpose outside of the scope and purpose detailed in this agreement. Only after receiving express permission from Customer, Lucky Duck Laundrymat will have the right to utilize aggregated and anonymized Customer Information in publicly available reporting or marketing materials.

2.12 Customer Websites; Content; Accessibility.

(a) Publisher of Record. Lucky Duck Laundrymat may make Website Services available to Customer. Customer is the publisher and controller of each Customer Website and of all Customer Content appearing on it, including structure, navigation, information architecture, styling, third-party widgets, and embedded or linked content.

(b) Customer Responsibility for Accessibility. Customer is solely responsible for ensuring that each Customer Website and all Customer Content comply with Accessibility Laws, including configuration choices, color and contrast selections, heading hierarchy, alternative text, transcripts/captions, keyboard navigation, ARIA attributes, accessible PDFs, forms, and any third-party components or integrations used by Customer.

(c) Lucky Duck Laundrymat Recommendations; No Guarantee. Lucky Duck Laundrymat may provide general recommendations, template settings, checklists, or tools intended to facilitate accessibility. Such recommendations are informational, may not reflect Customer’s specific use case, and do not constitute a promise, certification, or legal determination of compliance. Lucky Duck Laundrymat has no obligation to audit Customer Websites or Customer Content for accessibility.

(d) No Monitoring Obligation. Lucky Duck Laundrymat does not control or pre-screen Customer Content and has no duty to monitor Customer Websites for Accessibility Laws compliance. Customer will promptly remove, correct, or replace any Customer Content or configuration that may cause non-compliance.

(e) Third-Party Materials. Customer is responsible for the accessibility of any third-party themes, fonts, scripts, analytics, embeds, or widgets that Customer chooses to implement, and for any external links or documents that Customer hosts outside the Service.

(f) Cooperation on Complaints. Upon written notice of a credible accessibility complaint or inquiry relating to a Customer Website, Lucky Duck Laundrymat will provide commercially reasonable cooperation to Customer in implementing Customer-directed configuration changes using the Website Services. Unless the parties agree otherwise, such assistance may be treated as Professional Services and billed at Lucky Duck Laundrymat’ then-current rates. Nothing in this Section obligates Lucky Duck Laundrymat to modify the Lucky Duck Laundrymat Technology.

(g) SLA. Issues relating to accessibility or conformance with Accessibility Laws (including WCAG) do not constitute downtime or a Service error for purposes of any service levels, unless expressly stated in Exhibit A.

3. Support and Service Levels.

‍3.1           Support Service.  Lucky Duck Laundrymat will use commercially reasonable efforts to provide the support services to Customer, as described in Exhibit A.

3.2           Service Level Agreement.  Lucky Duck Laundrymat will use commercially reasonable efforts to provide the Service in accordance with the Service Level Agreement set forth in Exhibit A.

4. Ownership.

4.1           Customer Ownership.  With the exception of Data collected pursuant to Section 2.9, Customer retains all right, title and interest in and to all the Customer Information.  Lucky Duck Laundrymat will use the Customer Information solely to provide the Service under this Agreement and as otherwise specified under this Agreement.  Customer and its designees, successors and assigns shall also own all right, title and interest in and to all trademarks, service marks, trade names, logos and other related intellectual property embodied in the Customer Information (collectively the “Customer Marks”).  Customer hereby grants to Lucky Duck Laundrymat a non-exclusive, non-transferable license to use the Customer Marks under the terms and conditions of this Agreement solely to provide the Service under this Agreement and as otherwise specified under this Agreement.  Lucky Duck Laundrymat may make only such copies of the Customer Marks as may be necessary to perform its obligations under this Agreement.  Except for the limited license set forth above, neither Lucky Duck Laundrymat nor any third party deriving any rights from Lucky Duck Laundrymat shall make any use of the Customer Marks and Customer expressly reserves all rights therein.  Any and all use by Lucky Duck Laundrymat of the Customer Marks, and any and all goodwill derived therefrom, shall inure solely to the benefit of Customer. Lucky Duck Laundrymat shall not edit or otherwise alter the Customer Marks without Customer’s prior written approval.

4.2           Lucky Duck Laundrymat Ownership.  Lucky Duck Laundrymat retains all right, title and interest in and to, and all Intellectual Property Rights embodied in or related to the Service, Lucky Duck Laundrymat Technology, and any other information or technology used or made available in connection with the Service, including, without limitation, any and all enhancements, modifications, or derivative works of the Service or Lucky Duck Laundrymat Technology, including modifications resulting from Customer’s use of the API, remain the exclusive property of Lucky Duck Laundrymat, provided that such enhancements do not alter or incorporate Customer Information or Customer Marks except as permitted under this Agreement. Except as set forth in Section 2, this Agreement does not grant Customer a license to the Lucky Duck Laundrymat Technology by implication, by estoppel, or otherwise. The Lucky Duck Laundrymat name, logo, and the product and service names associated with the Service are trademarks of Lucky Duck Laundrymat or third parties, and no right or license is granted to Customer to use them separate from Customer’s right to access the Service.

5. Subscription and Payments

5.1           Paid Subscription.  By subscribing to the Service, Customer expressly agrees to pay subscription fees set forth on the Subscription Form, plus any applicable tax.  Lucky Duck Laundrymat may increase subscription fees by delivering notice to Customer at least thirty (30) days prior to the end of the then-current subscription period.  Unless otherwise specified in the Subscription Form, the fees for the Service include any API access made available to Customer. Except as otherwise specified in this Agreement (i) fees are non-refundable and fully earned upon payment, and (ii) payment obligations are absolute, non-cancelable and not subject to set-off or deduction. If the Customer requests to cancel their subscription before the first anniversary of the contract, the Customer will have a balance due worth 50% of the remaining contract value payable to Lucky Duck Laundrymat within 15 days of cancellation.

5.2           Payment. Unless otherwise agreed by Customer and Lucky Duck Laundrymat, payment for all fees, shall be by automatic ACH /electronic check (eCheck) or credit card auto-payment as indicated on the Subscription Form.  Customer authorizes Lucky Duck Laundrymat to debit and/or credit Customer’s bank account for any and all charges incurred under this Agreement, including fees for access to the Services and API, and via the payment method selected on the Subscription Form, until Customer cancels the subscription. Customer must cancel the subscription before it renews in order to avoid billing of the subscription fees for the renewed period.

5.3           Billing Disputes.  All billing disputes or requests for billing adjustments must be submitted in writing to Lucky Duck Laundrymat’ accounting department within ten (10) days of the fees being charged by Lucky Duck Laundrymat, accompanied by a reasonably detailed explanation for the basis of such dispute.  Lucky Duck Laundrymat may request additional information or supporting documentation or reject Customer’s claim, if unverifiable based on Lucky Duck Laundrymat’ records. If Lucky Duck Laundrymat rejects such claim, Lucky Duck Laundrymat will notify Customer, in which case no refund or credit shall be due.  If Lucky Duck Laundrymat determines that the disputed portion was erroneously charged, Lucky Duck Laundrymat will notify Customer of such determination and will credit Customer’s account for such amount in the next appropriate billing cycle.

5.4           Late Payments.  Lucky Duck Laundrymat may suspend the Service immediately and without notice if Customer’s account with Lucky Duck Laundrymat is or becomes past due.  In addition to any rights and remedies available to Lucky Duck Laundrymat hereunder, at law, or in equity, if Customer fails to pay any fees due hereunder within ten (10) days from the date due, Lucky Duck Laundrymat may impose a late charge equal to the maximum allowable under applicable law.  Customer shall be liable for any costs and expenses, including any and all attorneys’ fees, incurred by Lucky Duck Laundrymat in collecting any amounts due and payable hereunder.

6. Term and Termination.

‍6.1           Term. This Agreement will become effective on the Effective Date and shall remain in force for the period set forth in the Subscription Form.  Thereafter, the Agreement shall automatically renew for the same period as the initial subscription period set forth in the Subscription Form unless either party gives thirty (30) days’ prior written notice of non-renewal to the other party.

6.2           Termination. Upon termination or suspension of this Agreement, Customer’s right to access and use the Service and any API provided by Lucky Duck Laundrymat shall immediately cease. Customer acknowledges and agrees that Lucky Duck Laundrymat may otherwise stop (permanently or temporarily) providing the Service (or any features within the Service) to Customer at Lucky Duck Laundrymat’ sole discretion, without prior notice to Customer, if Customer breaches the terms of this Agreement. In addition, Lucky Duck Laundrymat may terminate this Agreement and Customer’s right to access and use the Service for any reason or no reason by giving thirty (30) days’ prior written notice to Customer. If Lucky Duck Laundrymat terminates the Service or this Agreement for any reason other than Customer’s breach of this Agreement or of any other contractual obligation to Lucky Duck Laundrymat, Lucky Duck Laundrymat will provide a refund of any amounts paid for the unused portion of the Service.  Customer acknowledges and agrees that, if Lucky Duck Laundrymat disables access to Customer’s account, Users will be prevented from using the Service.  Termination of this Agreement by either party shall not prejudice Lucky Duck Laundrymat’ right to recover or prove damages for amounts incurred or accrued and unpaid prior to the date of termination.  No remedy referred to in this Agreement is intended to be exclusive, but each remedy shall be cumulative and in addition to any other remedy referred to above or otherwise available to Lucky Duck Laundrymat at law or in equity and may be exercised concurrently or consecutively.

6.3           Transition. Subject to the Customer’s payment of any and all fees and charges due through the date of expiration or termination and provided that Customer is not in breach or default of any of its obligations hereunder, upon termination or expiration of this Agreement and for up to thirty (30) days from the effective date of such termination or expiration (the “Transition Period”), Customer may request Lucky Duck Laundrymat to provide services reasonably necessary to enable Customer to obtain from another vendor, or to provide for itself, services to substitute for or replace the Service provided by Lucky Duck Laundrymat under this Agreement.  During such Transition Period, Lucky Duck Laundrymat will use commercially reasonable efforts to make available services reasonably necessary for an orderly and seamless transition of the Customer’s data to Customer or a third party solution.  Any transition services or other related services from Lucky Duck Laundrymat will be provided by Lucky Duck Laundrymat at Lucky Duck Laundrymat’ then current service rates.  Lucky Duck Laundrymat reserves the right to require all or part of such fees and charges to be paid in advance prior to providing any transition services to Customer. This Section 6.3 summarizes Lucky Duck Laundrymat’ entire obligation and responsibility to maintain Customer data following termination or expiration of this Agreement. 

7. Confidential Information.

‍7.1           Obligations.  Customer agrees to disclose to Lucky Duck Laundrymat only that portion of Customer’s Confidential Information that is reasonably necessary to enable Lucky Duck Laundrymat to provide the Service, and Lucky Duck Laundrymat agrees to disclose to Customer only that Confidential Information of Lucky Duck Laundrymat that is reasonably necessary to enable Customer to receive the Service.  The party receiving Confidential Information (the “Receiving Party”) from the other party (the “Disclosing Party”) will not use any Confidential Information of the Disclosing Party for any purpose other than the provision and receipt of Service under this Agreement, respectively, the use in accordance with all terms and conditions of this Agreement.  Further, the Receiving Party will disclose the Confidential Information of the Disclosing Party only to the employees or contractors of the Receiving Party who have a need to know such Confidential Information for purposes of this Agreement and who are under a duty of confidentiality no less restrictive than the Receiving Party’s duty hereunder.  The Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access or disclosure in the same manner as the Receiving Party protects its own confidential or proprietary information of a similar nature and with no less than reasonable care.

7.2           Termination of Obligations.  The Receiving Party’s obligations under this Section 7 with respect to any Confidential Information of the Disclosing Party will terminate if and when the Receiving Party can document that such information: (a) was already lawfully known to the Receiving Party at the time of disclosure by the Disclosing Party; (b) is disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the Receiving Party has become, generally available to the public; or (d) is independently developed by the Receiving Party without access to, or use of, the Disclosing Party’s Confidential Information.  In addition, the Receiving Party will be allowed to disclose Confidential Information of the Disclosing Party to the extent that such disclosure is: (i) approved in writing by the Disclosing Party; (ii) necessary for the Receiving Party to enforce its rights under this Agreement in connection with a legal proceeding; or (iii) required by law or by the order or a court of similar judicial or administrative body, provided that the Receiving Party notifies the Disclosing Party of such required disclosure promptly and in writing and cooperates with the Disclosing Party, at the Disclosing Party’s reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure.

7.3           Return of Confidential Information.  The Receiving Party will return to the Disclosing Party or destroy all Confidential Information of the Disclosing Party in the Receiving Party’s possession or control and permanently erase all electronic copies of such Confidential Information promptly upon the written request of the Disclosing Party or the expiration or termination of this Agreement, whichever comes first.  At the Disclosing Party’s request, the Receiving Party will certify in writing that it has fully complied with its obligations under this Section 7.3.

8. Acceptance, Representations, Warranties and Disclaimer.

8.1           Representations and Warranties.  Each party represents and warrants to the other party that:  (a) such party has all requisite corporate or other applicable power and authority to execute, deliver and perform its obligations under this Agreement; (b) the execution, delivery and performance of this Agreement by such party has been duly authorized; and will not conflict with, result in a breach of, or constitute a default under any other agreement to which such party is a party or by which such party is bound; (c) such party is duly licensed, authorized or qualified to do business and is in good standing in every jurisdiction in which a license, authorization or qualification is required for the transaction of business of the character transacted by such party; and (d) such party has obtained all applicable permits and licenses required of such party in connection with such party’s obligations under this Agreement and will, in such party’s performance of this Agreement, comply with all applicable laws, rules, treaties, and regulations.

8.2           Limited Warranty.  Lucky Duck Laundrymat warrants that the Service provided to Customer will function substantially in conformance with the specifications contained in the Documentation provided by Lucky Duck Laundrymat under normal use for a 30-day period from the date of implementation (the “Warranty Period”).  During the Warranty Period, Lucky Duck Laundrymat will use commercially reasonable efforts to correct any reproducible failure of the Service to conform to the specifications that Customer reports in writing to Lucky Duck Laundrymat within thirty (30) days after such failure is discovered.  Lucky Duck Laundrymat will repair, replace or provide a workaround for the Service affected at its own expense.  The warranty granted under this Section 8.3 will be effective only during the Warranty Period and only for so long as (a) the Service or the Lucky Duck Laundrymat Technology has not been materially modified or customized by any person other than Lucky Duck Laundrymat or its authorized agents or subcontractors, and (b) the Service and Lucky Duck Laundrymat Technology have not been subject to any abuse, accident, or misapplication.  The foregoing is Customer’s sole and exclusive remedy and states Lucky Duck Laundrymat’ entire liability arising out of the warranty granted under Section 8.3.  

8.3 EXCEPT AS EXPRESSLY STATED IN THIS SECTION 8.3, Lucky Duck Laundrymat PROVIDES THE SERVICE, API, THE Lucky Duck Laundrymat TECHNOLOGY AND ALL OTHER SERVICES UNDER THIS AGREEMENT “AS IS” AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SERVICES, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.  CUSTOMER ACKNOWLEDGES THAT IT HAS RELIED ON NO SUCH WARRANTIES IN ENTERING INTO THIS AGREEMENT.  FURTHER, Lucky Duck Laundrymat DOES NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATION REGARDING THE USE, OR THE RESULTS OF THE USE, OF THE SERVICES, THE PROFESSIONAL AND SUPPORT SERVICES IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY OR OTHERWISE. CUSTOMER ASSUMES ALL RISKS ASSOCIATED WITH API INTEGRATION, INCLUDING DATA LOSS, INTERRUPTION, OR SYSTEM INCOMPATIBILITY. Lucky Duck Laundrymat SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM CUSTOMER’S USE OR INABILITY TO USE THE API. WITHOUT LIMITING THE FOREGOING, Lucky Duck Laundrymat MAKES NO REPRESENTATION OR WARRANTY THAT THE SERVICE, THE WEBSITE SERVICES, OR ANY CUSTOMER WEBSITE WILL COMPLY WITH ACCESSIBILITY LAWS OR CONFORM TO ANY WCAG STANDARD OR OTHER GUIDELINE.

9. Indemnification.

‍9.1           Lucky Duck Laundrymat Indemnification. Lucky Duck Laundrymat will, at its own expense, defend Customer and pay all costs and damages awarded against Customer based on any third party claim that authorized use of the Service by Customer infringes any copyright or misappropriates any trade secrets.  Lucky Duck Laundrymat’ obligation will not extend to a claim based on any alleged infringement arising from any: (a) additions, changes or modifications to the Service by or on behalf of Customer; (b) use or incorporation of the Service or any component thereof with or into any other service, product or process; (c) Customer Information, Data or Confidential Information provided to Lucky Duck Laundrymat by Customer; or (d) use of the Service or API other than as permitted by this Agreement.  Should the Service become, or in Lucky Duck Laundrymat’ opinion be likely to become, the subject of any such suit or action for infringement or if Customer is enjoined from using the Services, then Lucky Duck Laundrymat will, at Lucky Duck Laundrymat’ option and expense: (i) procure for Customer the right to continue using the Service; or (ii) replace or modify such Service so that they become non-infringing; or (iii) terminate the Agreement and refund any service fees prepaid by Customer to Lucky Duck Laundrymat for the Service that have not been prepaid.  This Section 9.1 states Lucky Duck Laundrymat’ entire liability for infringement claims relating to the Service.

9.2           Customer Indemnification.  Customer will, at Customer’s own expense, indemnify, defend, hold harmless and pay all costs, damages and expenses (including reasonable attorney’s fees) awarded against or incurred by Lucky Duck Laundrymat based on any claims, allegations or lawsuits that may be made or filed against Lucky Duck Laundrymat by any person: (a) as a direct or indirect result of any use by Customer or any User of the Service or API, excluding claims for which Lucky Duck Laundrymat is liable to indemnify Customer under Section 9.1; (b) that use by Lucky Duck Laundrymat under this Agreement of Customer Information, Data or Confidential Information infringes or misappropriates the Intellectual Property Rights of, or has caused harm or damage to, a third party; or (c) any claim, demand, investigation, or proceeding alleging that a Customer Website or Customer Content fails to comply with Accessibility Laws (collectively, “Website Accessibility Claims”), including claims for injunctive relief, statutory damages, attorneys’ fees, or costs.

9.3           Indemnification Procedures.  The indemnifying party’s indemnification obligations under this Section 9 are conditioned upon the indemnified party: (a) giving prompt notice of the claim to the indemnifying party; (b) granting sole control of the defense or settlement of the claim or action to the indemnifying party (except that the indemnified party’s prior written approval will be required for any settlement that reasonably can be expected to require a material affirmative obligation of or, result in any ongoing material liability to the indemnified party); and (c) providing reasonable cooperation to the indemnifying party and, at the indemnifying party’s request and expense, assistance in the defense or settlement of the claim.  In any event, the indemnified party will have the option of participating in the defense at its own expense.

10. Limitation of Liability

‍10.1        Limitation. EXCEPT FOR (A) EITHER PARTY’S LIABILITY WITH RESPECT TO A BREACH BY SUCH PARTY OF ITS CONFIDENTIALITY OBLIGATIONS HEREUNDER, (B) CUSTOMER’S LIABILITY WITH RESPECT TO ITS PAYMENT OBLIGATIONS UNDER THIS AGREEMENT OR BREACH OF SECTION 2, OR (C) EITHER PARTY’S LIABILITY FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, THE LIABILITY OF EITHER PARTY UNDER THIS AGREEMENT, REGARDLESS OF THE BASIS OF LIABILITY OR THE FORM OF ACTION, WILL NOT EXCEED THE FEES PAID TO Lucky Duck Laundrymat FOR THE SERVICE TO WHICH SUCH LIABILITY RELATES DURING THE TWELVE (12) MONTHS PRECEDING THE INJURY GIVING RISE TO THE CLAIM.  NOTWITHSTANDING THE FOREGOING, Lucky Duck Laundrymat’ AGGREGATE LIABILITY FOR INDEMNIFICATION OBLIGATIONS SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER UNDER THIS AGREEMENT.

10.2        Disclaimer.  EXCEPT FOR (A) EITHER PARTY’S LIABILITY WITH RESPECT TO A BREACH BY SUCH PARTY OF ITS CONFIDENTIALITY OBLIGATIONS HEREUNDER, (B) CUSTOMER’S LIABILITY WITH RESPECT TO ITS PAYMENT OBLIGATIONS UNDER THIS AGREEMENT OR BREACH OF SECTION 2, OR (C) EITHER PARTY’S LIABILITY FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, WHETHER FOR BREACH OF CONTRACT, NEGLIGENCE OR OTHERWISE, AND REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES, INCLUDING WITHOUT LIMITATION, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, LOST PROFITS OR REVENUES, LOSS OR RECONSTRUCTION OF DATA, OR LOSS OF ACCESS TO DATA.  Lucky Duck Laundrymat WILL NOT BE LIABLE FOR ANY NETWORK-RELATED PROBLEMS ATTRIBUTABLE TO THE SERVICE OR CHANGES TO NETWORK CONFIGURATION THAT MAY AFFECT THE PERFORMANCE OF THE SERVICE.  IN JURISDICTIONS WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, Lucky Duck Laundrymat’ LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

10.3        Basis of Bargain.  THE PARTIES ACKNOWLEDGE THAT (A) Lucky Duck Laundrymat HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES, and (B) THE LIMITATION AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED THEIR ESSENTIAL PURPOSE.

11. Assignment.

Customer may not assign, resell or otherwise transfer any goods or services received under this Agreement to a third party without the prior written consent of Lucky Duck Laundrymat. Notwithstanding the foregoing, Customer may assign all of its rights and duties under this Agreement to a third party that: (a) directly or indirectly controls Customer; (b) is controlled by or under common control with Customer; or (c) purchases all or substantially all of Customer’s assets; provided, that: (i) Customer gives prior written notice to Lucky Duck Laundrymat of the assignment, (ii) the assignee agrees to be bound by all the terms of this Agreement; and (iii) number of Users authorized by assignee to use the Service does not exceed the number of Users authorized by Customer prior to such assignment without the payment of additional fees.  Assignment of this Agreement will not release Customer from any prior outstanding obligation under this Agreement.  Subject to the foregoing, this Agreement will inure to the benefit of each party’s successors and assigns.  Any assignment in violation of this Section 11 is null and void.

12. Relationship.

No agency, partnership, or joint venture is created by this Agreement. The parties are and remain at all times independent contractors and not agents or employees of the other party.  Neither party has the authority to act for, bind, or incur any debts or liabilities on behalf of, the other party in any respect whatsoever.  Each party will act in good faith and refrain from activities that attempt to induce the other party’s employee(s) to leave their employer, or to interfere with the other party’s relationship with its employees.  The parties agree that during the term of the Agreement, and for a period of twelve (12) months thereafter, neither party will, in any way, directly or indirectly (a) induce or attempt to persuade any employee of the other to quit employment, (b) otherwise interfere with or disrupt the other party’s relationship with its employees, or (c) knowingly solicit, entice or hire away any employees of the other party.  Nothing in this Section 12 prohibits either party from hiring in response to a general solicitation for employment or if approached by the prospective employee without solicitation by the party hiring.

13. Force Majeure.

Lucky Duck Laundrymat will be excused from performance under this Agreement for any period and to the extent that it is prevented from performing pursuant hereto, in whole or in part, as a result of delays caused by Customer or third parties or an act of God, war, civil disturbance, court order, labor dispute or other cause beyond Lucky Duck Laundrymat’ reasonable control, including without limitation failures or fluctuations in electrical equipment.  In addition, the Service may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications.  Lucky Duck Laundrymat is not responsible for any delays, failures, or other damage resulting from such problems.  Customer acknowledges that the Service may be affected by numerous factors outside of Lucky Duck Laundrymat’ control.

14. General Terms.

If any provision of this Agreement is held invalid, illegal, or unenforceable, including without limitation as a result of unconscionability or inconsistency with public policy, such provision will be construed so as to come as close as possible to its intended meaning, and the validity, legality, or enforceability of the remaining provisions will in no way be impaired.  Under no circumstances will the preprinted terms of any purchase order or any other terms apply to this Agreement.  Capitalized terms have the meanings given in this Agreement.  No waiver of any of the terms or conditions of this Agreement will be binding for any purpose unless made in writing and signed by authorized representatives of both parties and any such waiver will be effective only in the specific instance and for the purpose given.  No failure or delay on the part of either of the parties in exercising any right will operate as a waiver, nor will any single or partial exercise by either of the parties of any right preclude any other or further exercise thereof or the exercise of any other right.  All notices, consents and approvals under this Agreement must be delivered in writing by overnight delivery with a tracking system, personal delivery, or certified mail, postage pre-paid, to the other party at its address set forth in above or at such other address as may be later designated by such party.  Notices will be deemed to have been received upon the date of receipt or, in the case of certified mailing, two (2) days after deposit in the mail.  This Agreement will be governed by the laws of the State of California without regard to conflicts of law principles.  All disputes arising under this Agreement must be brought in the state and federal courts located in San Francisco County, California.  Each party irrevocably hereby consents to the jurisdiction and venue of any such court in any such action or proceeding.  This Agreement along with Exhibit A and the Subscription Form, which are incorporated herein by this reference constitute the entire, final and exclusive agreement between the parties regarding the subject matter hereof and supersede all prior or contemporaneous agreements, understandings, discussions, negotiations and communications, whether written or oral, express or implied.

15. SMS Communications

1. Customers of Lucky Duck Laundrymat may use SMS to notify existing customers about order status, provide customer support, and share information about promotions. The business is a garment cleaner offering laundry and/or dry cleaning services, including delivery. SMS notifications are sent to keep customers informed about their orders, offer support, and communicate promotional offers.
2. You can cancel the SMS service at any time. Just text “STOP” to the short code. After you send the SMS message “STOP” to us, we will send you an SMS message to confirm that you have been unsubscribed. After this, you will no longer receive SMS messages from us. If you want to join again, just sign up as you did the first time and we will start sending SMS messages to you again.
3. If you are experiencing issues with the messaging program you can reply with the keyword HELP for more assistance, or you can get help directly at help@tryLucky Duck Laundrymat.com.
4. Carriers are not liable for delayed or undelivered messages.
5. As always, message and data rates may apply for any messages sent to you from us and to us from you. You will receive both order notifications and promotional messages (if opted in). If you have any questions about your text plan or data plan, it is best to contact your wireless provider.
6. If you have any questions regarding privacy, please read our privacy policy.

Exhibit A: Lucky Duck Laundrymat Support Services and Service Level Agreement

‍This Lucky Duck Laundrymat Support Services and Service Level Agreement attached to the Master Subscription Agreement by and between Lucky Duck Laundrymat and Customer governs Lucky Duck Laundrymat’ performance of the support services and the service levels with respect to the Service.  Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Reseller Agreement.

‍1.    DEFINITIONS.

1.1.     “Excused Downtime” means anytime the Service are not available for access that (i) occurs during a Scheduled Maintenance Period or (ii) is caused by: (A) Customer’s or a Users’ telecommunications and Internet services, (B) services, software or hardware not provided and controlled by Lucky Duck Laundrymat (including third-party services, software or sites that are accessed or linked through the Service), or (C) force majeure events.

1.2.     “Scheduled Maintenance Period” means any time period during which Lucky Duck Laundrymat performs scheduled or emergency maintenance on the Service.

1.    SERVICE LEVEL.Lucky Duck Laundrymat will use commercially reasonable efforts to cause the uptime for the Service to be no less than 99.9%, excluding Excused Downtime.  Lucky Duck Laundrymat shall provide an advanced notice of at least two (2) business days to Customer for any scheduled maintenance.
2.    SUPPORT SERVICES.

3.1.     The Support Services provided under this Agreement (the “Support Services”) will include online support available during Lucky Duck Laundrymat’ normal business hours (7 am PST to 7 pm PST) with the exception of Lucky Duck Laundrymat’ holidays.  Any Support Services provided by Lucky Duck Laundrymat to Customer after normal business hours, or during weekends and Lucky Duck Laundrymat’ holidays or other periods of closure will be, at Lucky Duck Laundrymat’ option, charged at Lucky Duck Laundrymat’ then-current rates and costs.

3.2.     The Support Services will be provided only for those issues forwarded to Lucky Duck Laundrymat from Customer’s designated staff members (not more than four (4)) and entered via the Customer support portal.  Customer must provide Lucky Duck Laundrymat with accurate and complete information regarding each issue logged by Customer, including without limitation designated points of contact and passwords for maintenance and repair use by Lucky Duck Laundrymat support agents.  Lucky Duck Laundrymat will not be responsible for any delays or failures caused by Customer’s failure to abide by the requirements of this Section 3.2.  Lucky Duck Laundrymat may reclassify any case misclassified as falling into one of the severity categories listed below.

3.3.     The Support Services are offered to Customer on a commercially reasonable-efforts basis only.  Customer acknowledges that Lucky Duck Laundrymat may not be able to resolve every request for support through the Support Services.  Customer’s exclusive remedy and Lucky Duck Laundrymat’ sole obligation for any failure to resolve a request shall be to use commercially reasonable efforts to resolve such request.  In the event that the request for support is not covered by the Support Services, Customer may have to purchase additional services from Lucky Duck Laundrymat.  Any additional services are made available upon agreement by Lucky Duck Laundrymat at Lucky Duck Laundrymat’ then-current rates.  The Support Services are provided for on-going use of the Service; they are not intended to be a substitute for the professional services or training necessary for the implementation of the Service.  All other services, including without limitation, on-site assistance, custom programming, network administration, new features and custom designed reports and forms, may be furnished by Lucky Duck Laundrymat at Lucky Duck Laundrymat’ then-current rate. 

3.4.     As part of Support Services, Lucky Duck Laundrymat will investigate all reproducible, material failures of the Service to conform to the specifications as described in the applicable documentation.