Last Updated: 2/23/2024

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This Subscription and Services Agreement, including any Orders and SOWs, (“Agreement”) governs Customer’s use of LakeTech Services. This Agreement is between the applicable LakeTech contracting entity set forth in Section 11.5 (“LakeTech”) and the customer contracting entity identified on the Order or SOW (“Customer”). LakeTech and Customer may also be referred to herein individually as “Party” or together as the “Parties.” Capitalized terms used but not otherwise defined herein have the respective meanings designated in Section 12. The “Effective Date” is the date Customer accepts the terms of this Agreement by executing an Order or SOW that references this Agreement. The Parties hereby agree as follows:

1. PROVISION OF SERVICES

1. Access to Subscription Services. Subject to Customer’s compliance with this Agreement, including timely payment of applicable Fees, LakeTech shall make the Subscription Services available to Customer during the Subscription Term for Customer’s internal business use in accordance with the Usage Metrics purchased by Customer. Customer acknowledges that LakeTech or its Affiliates may review Customer’s use of the Subscription Services for the purpose of providing Services and verifying Customer’s compliance with this Agreement. Customer agrees that its purchase and use of the Subscription Services are not contingent on any future functionality or features, or dependent on any oral or written statements made by LakeTech or any of its Affiliates regarding future functionality or features.
2. Evolving LakeTech Technology. Subject to Section 7.2(b), LakeTech may issue Updates for the Services during the Subscription Term.
3. Protection of Customer Data. LakeTech shall maintain administrative, technical, and physical safeguards designed to protect the security, confidentiality, and integrity of Customer Data as required by law. Where Customer’s use of the Services includes the processing of Personal Data (as defined in the DPA) subject to applicable data protection laws, such use will be governed by the DPA (as defined in the Order), which is incorporated into this Agreement by reference. Customer shall only provide to LakeTech the minimum amount of personal data necessary to enable Customer to use the Services in accordance with this Agreement.
4. Beta Services. From time to time, LakeTech may invite Customer and Authorized Users to participate in a program regarding certain pre-release or beta services (collectively, “Beta Services”). Customer may accept or decline to participate in any Beta Services. Any services designated by LakeTech as Beta Services (e.g., “beta,” “pilot,” “limited release,” “developer preview,” “non-production evaluation,” or other similar designation) are solely for Customer’s evaluation purposes. If Customer opts into a Beta Service, Customer agrees to participate in usage and other testing and provide feedback) about such Beta Service, as reasonably requested by LakeTech. Beta Services are not considered Services under this Agreement, are not supported, and may be subject to additional program terms. Unless otherwise stated, any Beta Service evaluation period will expire upon the earlier of one (1) year from the evaluation start date and the date of such Beta Service’s commercial release, unless such Beta Service is earlier discontinued by LakeTech. LakeTech may discontinue any Beta Service at any time and may never make such Beta Service generally available. Beta Services are provided “as is, ” without express or implied warranty, and without indemnity. LakeTech and its Affiliates will have no liability for, and Customer hereby fully and irrevocably releases LakeTech and its Affiliates from, any liability or damage arising out of or in connection with any Beta Service.

2. USE OF SERVICES

1. Customer’s Responsibilities. Only Authorized Users are permitted to access and use the Services. Customer acknowledges that LakeTech and its Affiliates may directly or indirectly contact Customer and Authorized Users in connection with LakeTech’s and its Affiliates’ services. Customer shall be solely responsible for (a) Authorized Users’ compliance with this Agreement and any Order(s) issued hereunder; (b) the accuracy and quality of Customer Data, the means by which Customer acquired Customer Data, and obtaining appropriate usage rights with respect to Customer Data; (c) maintaining the confidentiality of usernames, passwords, and other account information or access credentials (as applicable); (d) all activities that occur under its Authorized Users’ usernames, passwords, accounts or access credentials as a result of Authorized Users’ access to the Services; and (e) ensuring Authorized Users’ use the Services only in accordance with the Documentation. Customer shall follow all requirements under applicable law, which may include providing notice and disclosures to Authorized Users and/or Data Subjects that Customer Personal Data (as defined in the DPA) is subject to Customer’s own privacy policy and other terms regarding the use or handling of Customer Personal Data as required by applicable Data Protection Law. Customer shall notify LakeTech promptly upon learning of any unauthorized use of, or access to, the Services.
2. Restrictions. Customer shall not and shall not permit others to (a) make any Services available to any third party other than Customer or Authorized Users; (b) sell, resell, license, sublicense, distribute, rent, or lease any Services, or include any Services in a service bureau or outsourcing offering, unless granted a commercial distribution license by LakeTech; (c) use the Services to store or transmit infringing, tortious, libelous, or otherwise unlawful material, Harmful Code, or material that otherwise violates the rights of any third-party; (d) interfere with or disrupt the integrity or performance of the Services or any third-party data contained therein; (e) use, or permit direct or indirect access to, the Services in a way that seeks to circumvent the Usage Metrics, (f) use the Services to exploit any LakeTech Intellectual Property Rights except as otherwise expressly permitted under this Agreement, an Order, or the Documentation; (g) frame or mirror any part of the Services, except as permitted by and in accordance with the Documentation; (h) access the Services in order to develop a competitive product or service or benchmark with a non-LakeTech product or service, or to otherwise exploit for competitive purposes; (i) subject to applicable law, reverse engineer, copy, or modify any software included as part of the Services; (j) use the Services for any improper, fraudulent, or other non-legitimate business purpose; (k) use the Services in a way that could be considered harmful, malicious, threatening, offensive, pornographic, defamatory, bigoted, hateful, indecent, or otherwise objectionable in LakeTech’s reasonable discretion; (l) use the Services to send unsolicited communications, promotions, or advertisements in violation of the CAN-SPAM Act or any other applicable anti-spam or e-privacy law, rule, or regulation; (m) use any automated device or process, such as a robot, spider, datamining, web-scraping, or other means to circumvent, access, use, or integrate with the Services or its contents, including but not limited to other user account information; (n) damage, interfere, disable, or impair the Services in any way; or (o) use the Service in violation of applicable law.
3. Affiliates. Customer may designate its Affiliates as Authorized Users. Additionally, Customer’s Affiliates may purchase Services by entering into a separate Order with LakeTech or LakeTech’s applicable Affiliate, in which case “Customer” as is defined herein will mean that Affiliate. Each Affiliate’s Order(s), and the corresponding Usage Metrics, are separate and distinct from Customer’s and its other Affiliates’ respective Orders and Usage Metrics, unless otherwise set forth on an applicable Order.

3. THIRD-PARTY APPLICATIONS

Products or services developed by third parties may be available to Customer, including via LakeTech’s API, for use with the Services (“Third-Party Applications”). By using Third-Party Applications, Customer permits LakeTech to grant providers of such Third-Party Applications access to Customer Data or other data as required for the use and support of such Third-Party Applications in conjunction with the Subscription Services. Third-Party Applications are not Services under this Agreement, may be subject to the third-party provider’s additional terms, and may require an additional fee to such providers in order to use the Third-Party Applications. The LakeTech software may contain features designed to interoperate with Third-Party Applications. Such features are not considered Services under this Agreement. LakeTech may cease providing such features for any reason, including if the provider of a Third-Party Application ceases to make the Third-Party Application available for interoperation with the Services, without entitling Customer to any refund, credit, or compensation. Notwithstanding any obligations LakeTech may have under an applicable DPA, LakeTech is not responsible for the use or protection of Customer Data in any Third-Party Applications.

4. FEES AND PAYMENT

1. Fees. Customer shall pay LakeTech all fees as set forth in the applicable Order or SOW, as well as any Overages (“Fees”). Except as set forth herein, all payment obligations are non-cancelable and Fees paid are non-refundable.
2. Payment Terms. Except as otherwise set forth in the applicable Order, all Fees will be billed annually in advance. All invoices for Fees, Taxes, and Overages are due and payable within the time frame and in the currency set forth in the applicable Order, without deduction or setoff. Interest on unpaid amounts will accrue from the applicable invoice’s due date at the higher of 1.5% per month and the highest rate allowed by applicable law. Customer is responsible for providing complete and accurate billing and contact information to LakeTech and promptly notifying LakeTech of any changes to such information. If Customer fails to pay any undisputed portion of a past due invoice, including accrued interest, within ten (10) business days after receiving notice that its account is overdue, LakeTech may, without limiting its other rights and remedies, suspend the Services until such amounts are paid in full (“Non-Payment Suspension”). LakeTech is not obligated to continue to provide Services without payment of applicable Fees.
3. Use of Purchase Orders. No terms of any purchase order or other form or agreement provided by Customer will modify or supplement this Agreement, regardless of any failure of LakeTech to object to such terms, and any such terms will have no force or effect.
4. Taxes. Fees and Overages do not include any taxes, tariffs, levies, duties, or similar governmental charges or assessments of any nature, including, value-added, sales, use, or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). Unless Customer provides LakeTech with a valid tax-exemption certificate, Customer is responsible for paying all Taxes associated with its purchases under this Agreement. If LakeTech is legally required to pay or collect Taxes for which Customer is responsible under this Section, LakeTech shall invoice Customer and Customer shall pay such amounts, unless Customer provides LakeTech with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, LakeTech is solely responsible for taxes assessable against it based on its own income, property, and employees. Unless prohibited by the applicable taxing jurisdiction, the tax situs will be Customer’s ship-to address as set forth in the applicable Order.
5. Usage Verification & Subscription Review. No more than once annually, LakeTech’s subscription management team may initiate an offsite “Subscription Review” by requesting copies of records evidencing Customer’s Usage Metrics (for example, invoice details, project budgets, contract values, and change orders) and other reasonable substantiation. Customer shall provide such records within fifteen (15) business days, or such other mutually agreeable time frame, of LakeTech’s written request. Customer shall reasonably cooperate with and assist LakeTech or its Affiliates, as applicable, in such review and verification of Customer’s Usage Metrics. LakeTech may invoice Customer, and Customer shall pay, for any usage of the Services that exceeds the Usage Metrics (“Overages”). Overages will be invoiced at LakeTech’s standard rates (without discount) at the time of invoicing.
6. Purchases Through a Reseller. If Customer purchases Services through a Reseller, the pricing and payment terms for such Services are between Customer and Reseller (“Reseller Terms”). Customer acknowledges that (a) all payments for Services procured via a Reseller will be made directly to the Reseller and in accordance with the Reseller Terms; and (b) if a Reseller notifies LakeTech of its right to terminate or suspend any Services, LakeTech may terminate or suspend such Services. LakeTech will not be liable to Customer or any third party for any liabilities, claims, or expenses arising from or relating to any applicable Reseller Terms.

5. PROPRIETARY RIGHTS AND LICENSES

1. Ownership; Reservation of Rights. All LakeTech Intellectual Property Rights, including Intellectual Property Rights in the Services, Beta Services, Documentation, Statistical Usage Data, and LakeTech’s Confidential Information, are and will remain owned exclusively by LakeTech and its Affiliates, as applicable. Ownership in all Updates, derivatives, modifications, new functionalities, enhancements, and customization related to the Services created by or on behalf of LakeTech, as well as recommendations, suggestions, proposals, ideas, improvements, or other feedback, will immediately vest in LakeTech upon creation or communication to LakeTech, as applicable. Unless otherwise specified in an applicable SOW, all deliverables provided in the performance of Professional Services are owned by LakeTech and will be made available as part of the Subscription Services provided under this Agreement. Nothing in this Agreement will preclude or limit LakeTech from using or exploiting any concepts, ideas, techniques, or know-how of or related to the Services. Other than as expressly set forth in this Agreement, no license or other rights in or to the Services or other LakeTech Intellectual Property Rights are granted to Customer, and all such rights are expressly reserved to LakeTech and its Affiliates.
2. Use of LakeTech Logos. Use of LakeTech’s logos, and all other LakeTech trademarks, service marks, product names, and trade names of LakeTech, is not allowed, unless expressly notified.
3. Customer Data. Customer Data and Customer’s Confidential Information are and will remain owned exclusively by Customer or its Authorized Users, as applicable. Customer hereby grants LakeTech, its Affiliates, and its subprocessors a worldwide right and license to access, host, display, process, analyze, transmit, reproduce, and otherwise utilize Customer Data (subject to Sections 1.3 and 6.2) for the purposes of providing and improving the Services in accordance with this Agreement.
4. Statistical Usage Data. LakeTech and its Affiliates may collect, use, and otherwise process Statistical Usage Data for their own analysis, analytics, marketing, and other internal business purposes, including, without limitation, sharing with subprocessors for the purpose of improving LakeTech’s products and services. Except where Customer has expressly provided its written consent, LakeTech will otherwise only disclose Statistical Usage Data if such data is (a) aggregated or anonymized; and (b) does not disclose the identity of Customer or its Authorized Users or any Customer Confidential Information.

5A. Non-Disclosure and Non-Compete Enhancements

1. Notwithstanding any provision to the contrary within this Agreement, LakeTech expressly commits to the utmost standards of confidentiality and fair competition. Accordingly, LakeTech agrees to the following conditions:
2. Confidentiality of Sensitive Information: LakeTech, its Affiliates, and its subprocessors shall not share, disclose, or otherwise make accessible any sensitive information related to work history, product usage history, pricing details, or any other confidential data provided by Customer under this Agreement with any competitors or third parties, except as strictly required for providing the Services outlined herein or under a lawful order.
3. Restriction on Direct Profit from Sensitive Information: LakeTech acknowledges that all sensitive information, including but not limited to work history, product usage history, and pricing information, is provided for the sole purpose of facilitating the provision and improvement of Services to Customer. LakeTech shall not use, directly or indirectly, such sensitive information for direct profit-making activities outside the scope of this Agreement.
4. Non-Solicitation of Clients: LakeTech agrees not to solicit, engage, or attempt to engage in any form of business activity with any of Customer’s clients, as directly identified or made known to LakeTech through the course of this Agreement, without the express written consent of Customer. This non-solicitation agreement shall remain in effect during the term of this Agreement and for a period of [specific period, e.g., two years] following its termination or expiry.
5. Protection of Customer Relationships: LakeTech further commits not to undertake any actions or activities that could reasonably be construed as an attempt to entice or encourage any of Customer's clients to reduce or cease doing business with Customer. LakeTech shall refrain from any direct or indirect communication with Customer's clients that could be interpreted as an attempt to divert business away from Customer

5B. Exemptions from Non-Solicitation Obligations

1. Notwithstanding the restrictions imposed by the Non-Solicitation of Clients clause:
2. Direct Contact by Customer's Clients: In the event that a client of Customer directly contacts LakeTech for the provision of services, LakeTech shall not be deemed in violation of this Agreement's non-solicitation or confidentiality provisions, provided that LakeTech did not engage in any direct or indirect solicitation or actions encouraging such contact. LakeTech agrees to notify Customer of any such direct contacts within a reasonable timeframe, ensuring transparency in its communications and activities related to Customer's clients.
3. Public Requests for Proposals: Should LakeTech respond to a public request for proposal (RFP) where the potential engagement could be viewed as in competition with Customer, LakeTech shall not be held responsible for violating the non-compete or non-solicitation provisions of this Agreement, provided that:
4. The RFP is public and accessible by any entity in a similar line of business as LakeTech.
5. LakeTech's response to the RFP is conducted in a manner consistent with standard industry practices and does not involve the use of confidential information obtained from Customer under this Agreement.

6. CONFIDENTIALITY

1. Definition of Confidential Information. “Confidential Information” means all information or data disclosed by a Party or any of its Affiliates (as applicable, the “Disclosing Party”) that is confidential, proprietary, or otherwise not publicly available, or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure whether oral or in writing, and disclosed during the Term in connection with the Services. Confidential Information includes, (a) with respect to Customer, Customer Data; (b) with respect to LakeTech, the Services, pricing, and the Beta Services, including any discussions or information related to Beta Services; and (c) with respect to a Party, any technical, financial, economic, marketing, strategic, business, product, design, or operational information, including the terms of this Agreement and all Orders and SOWs, of such Party. Confidential Information does not include any information that (w) is or becomes generally known to the public without breach of this Agreement or any other agreement by the Party receiving information or any of its Affiliates (as applicable, the “Receiving Party”); (x) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (y) is received from a third party without restriction on disclosure and without breach of any obligation owed to the Disclosing Party; or (z) was independently developed by the Receiving Party without use of or reference to any Confidential Information.
2. Protection of Confidential Information. The Receiving Party shall (a) use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care); (b) not use any Confidential Information for any purpose outside the scope of this Agreement; and (c) except as otherwise expressly consented to by an authorized representative of the Disclosing Party, limit access to Confidential Information to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less restrictive than those herein (“Authorized Recipients”). Neither Party shall disclose the terms of this Agreement or any Order to any third party other than its Affiliates, legal counsel, and accountants without the other Party’s prior written consent, on condition that a Party that makes any such disclosure to its Affiliate, legal counsel, or accountants shall remain responsible for such Affiliate’s, legal counsel’s, accountants’, and Authorized Recipients’ compliance with this “Confidentiality” Section.
3. Compelled Disclosure. The Receiving Party may disclose Confidential Information to the extent compelled by law or legal process to do so, on condition that the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the compelled disclosure. If the Receiving Party is compelled by law to disclose Confidential Information as part of a proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party shall reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.

7. REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES, DISCLAIMERS

1. General Warranty. Each Party represents and warrants that it has the necessary rights to enter into this Agreement and has the legal power to do so.
2. LakeTech Limited Warranties. LakeTech warrants that (a) the Subscription Services will perform materially in accordance with the applicable Documentation; (b) LakeTech will not materially reduce the core functionality of the Subscription Services during the current Subscription Term; (c) LakeTech will use industry standard measures to deliver the Subscription Services free of Harmful Code; and (d) LakeTech will perform the Professional Services in a diligent and professional manner. Customer’s exclusive remedy and LakeTech’s entire liability for a breach of the above warranties will be, at LakeTech’s option, (x) the correction of the deficient Service that caused the breach of warranty, or (y) provision of comparable functionality. If LakeTech, as determined in its reasonable discretion, cannot accomplish (x) or (y) LakeTech shall terminate the deficient service and refund to Customer any prepaid Fees for the terminated Service, prorated to cover the remaining portion of the Subscription Term following notice of the breach of warranty.
3. Disclaimers. Except as expressly provided herein, neither Party or its licensors makes any warranty of any kind, whether express, implied, statutory, or otherwise, and each Party and its licensors specifically disclaim all implied warranties, including any implied warranty of merchantability, fitness for a particular purpose, title, or non-infringement, to the maximum extent permitted by applicable law. LakeTech does not warrant that Services will be error-free or uninterrupted, will meet Customer’s requirements or expectations, or that its security measures will be sufficient to prevent third-party access to Customer Data.

8. INDEMNIFICATION

1. Indemnification by LakeTech.
2. LakeTech shall defend any claim brought against Customer by a third-party to the extent such claim alleges that Customer’s use of the Subscription Services (as authorized in this Agreement, and as provided by LakeTech to Customer) (1) infringes any valid and enforceable third-party patent, copyright, or registered trademark, or (2) misappropriates a third-party trade secret (a “Claim”). If a third party makes a Claim against Customer, LakeTech shall pay all damages (including reasonable attorneys’ fees) finally awarded against Customer by a court of competent jurisdiction, or the settlement agreed to by LakeTech with respect to such Claim.
3. If any Claim is brought or threatened, or if LakeTech reasonably believes that the Subscription Services may become the subject of a Claim, LakeTech may, at its sole option and expense (1) procure for Customer the right to continue to use the applicable Subscription Service; (2) modify the Subscription Service to make it non-infringing; (3) replace the affected aspect of the Subscription Service with non-infringing technology having substantially similar capabilities; or (4) if LakeTech determines none of the foregoing is commercially practicable, terminate this Agreement upon thirty (30) days’ notice and refund Customer any prepaid Fees related to the applicable Subscription Services prorated for the remainder of the Subscription Term.
4. LakeTech’s defense and indemnity obligations do not apply to, and LakeTech will have no liability with respect to, any Claim arising in whole or part due to (1) any modification of the Subscription Services made by anyone other than LakeTech, (2) any use of the Subscription Services in combination with software, products, or services not provided by LakeTech, (3) any Third-Party Applications; (4) Services under an Order for which there is no charge; (5) Customer’s use of the Subscription Services not in compliance with this Agreement; or (6) Customer’s failure to use any Update provided by LakeTech.
   
   This indemnity states LakeTech’s entire liability, and Customer’s exclusive remedy, for any Claims as described in Section 8.1.
   
   
5. Indemnification by Customer. Customer shall defend any claim or regulatory action brought against LakeTech by a third party to the extent such claim relates to the Customer Data (if used by LakeTech in accordance with this Agreement) or Third-Party Applications built by or on behalf of Customer. If a third party makes such a claim against LakeTech, Customer shall pay all damages (including reasonable attorneys’ fees) finally awarded against LakeTech or the settlement agreed to by Customer with respect to such claim. This indemnity states Customer’s entire liability, and LakeTech’s exclusive remedy, for any third-party claims as described in this Section 8.2.
6. Procedure. The defense and indemnity obligations above are conditioned upon the indemnified Party providing the indemnifying Party with (a) prompt notice; (b) sole control over the defense and any settlement negotiations; and (c) all information and assistance reasonably requested by the indemnifying Party in connection with the defense or settlement of the indemnifiable claim. The indemnifying Party shall not agree to a settlement that imposes any obligation or liability on the indemnified Party without the indemnified Party’s prior written consent, which will not be unreasonably withheld, conditioned, or delayed. The indemnified Party may appear in connection with such claims, at its own expense, through counsel reasonably acceptable to the indemnifying Party.

9. LIMITATION OF LIABILITY

1. Exclusion of Damages. To the extent arising out of or related to this Agreement, neither Party nor its respective Affiliates will be liable for any loss of profits, revenues, goodwill, anticipated savings, or use, costs of substitute goods or services, or business interruption, or work stoppage, or any indirect, special, incidental, exemplary, punitive, or consequential damages, however caused, and based on any theory of liability, whether for breach of contract, breach of warranty, tort (including negligence), product liability, or otherwise, even if such Party is advised of the possibility of such damages. The foregoing disclaimer will not apply to the extent prohibited by law.
2. Limitation of Liability. A Party’s and its respective Affiliates’ aggregate cumulative liability for all damages arising out of or related to this Agreement will not exceed the applicable Fees paid or payable to LakeTech in an Order or SOW for the applicable Services and attributable to the twelve (12) month period immediately preceding the event giving rise to the liability. The existence of more than one claim will not expand this limit. The liability limitations under this Section 9.2 will not apply to (a) Customer’s obligations to pay Fees due under this Agreement; (b) Customer’s breach of Sections 2.1 or 2.2; (c) amounts finally determined pursuant to either Party’s indemnity obligations under Section 8; (d) either Party’s gross negligence, willful misconduct, or fraud; or (e) either Party’s negligence on-site during the performance of Professional Services that results in death or personal injury. Nothing in this Agreement excludes or limits any liability that cannot be excluded or limited under applicable law.

10. TERM AND TERMINATION

1. Term of Agreement. This Agreement will begin on the Effective Date and continue until terminated as permitted herein (the “Term”). If there are no active Orders, this Agreement will automatically terminate after ninety (90) days.
2. Subscription Term. The initial Subscription Term and any applicable renewal Subscription Term will begin and end in accordance with the start date and end date set forth in the Order. Unless otherwise specified in an Order, a Subscription Term will automatically renew for one (1) year, unless either Party gives the other Party notice (email is sufficient) of non-renewal at least ten (10) days before the end of the relevant Subscription Term. Notice of non-renewal to LakeTech must be sent to support@laketech.com. Any new Service subsequently added to an existing subscription will be coterminous with the current Subscription Term.
3. Suspension. In the event of Customer’s or an Authorized User’s breach of this Agreement, including without limitation for Non-Payment Suspension or violation of the restrictions in Section 2.2, LakeTech may, in its reasonable discretion, suspend Customer’s or an Authorized User’s access to or use of the Subscription Services. Notwithstanding the foregoing, LakeTech shall use good-faith, reasonable efforts, unless the circumstances dictate otherwise, to reasonably notify Customer and the Authorized User via email before taking the foregoing actions.
4. Termination. Either Party may terminate this Agreement or any Order or SOW upon notice if the other Party is in material breach of this Agreement, where such material breach is not cured (to the extent capable of being cured) within thirty (30) days after receiving notice of breach from the non-breaching Party, or with immediate effect where such material breach cannot be cured. For the avoidance of doubt and without limiting LakeTech’s rights, Customer’s noncompliance with Section 2.2 or Section 4.2 will be deemed a material breach of this Agreement. This Agreement may be terminated by either Party with immediate effect if the other Party becomes the subject of a petition in bankruptcy or other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors, and such petition or proceeding is not dismissed within forty-five (45) days.
5. Effect of Termination. Upon the termination of this Agreement for any reason (a) unless otherwise agreed by the Parties in writing, all outstanding Orders and access to the Subscription Services will automatically terminate; (b) Customer and its Authorized Users shall immediately cease access and use of the Subscription Services, other than for retrieval purposes provided in (d); (c) all outstanding payment obligations of Customer will become due and payable immediately; and (d) for thirty (30) days following the expiration of the final Subscription Term, LakeTech shall make Customer Data available to Customer, at Customer’s request, via read-only access to the Subscription Service, solely for purpose of allowing Customer to retrieve Customer Data. After thirty (30) days, LakeTech will have no obligation to maintain or provide any Customer Data, and thereafter may delete or destroy all copies of Customer Data. If LakeTech is required to retain a copy of Customer Data for legal purposes, such copy remains subject to the confidentiality provisions of this Agreement.
6. Refund or Payment upon Termination. If Customer terminates this Agreement due to LakeTech’s material breach, LakeTech shall refund Customer the prorated portion of prepaid Fees for unused Services. If LakeTech terminates this Agreement due to Customer’s material breach, Customer shall pay any unpaid Fees. Termination will not relieve Customer of its obligation to pay any Fees for the period prior to the effective date of termination.
7. Surviving Provisions. The Sections titled “Fees and Payment, ” “Proprietary Rights and Licenses, ” “Confidentiality, ” “Representation, Warranties, Exclusive Remedies, Disclaimers, ” “Term and Termination, ” “Indemnification, ” “Limitation of Liability, ” and “General Provisions” (with the exception of 11.1(a)) will survive any termination of this Agreement.

11. GENERAL PROVISIONS

1. Publicity & Searchability Options.
2. Customer grants LakeTech the right to use Customer’s company name and logo as a reference for promotional purposes, subject to Customer’s trademark usage guidelines that are provided to LakeTech. Customer may revoke this grant at any time, in part or in whole, by sending an email stating its intent to support@laketech.com.
3. The Services may contain functionality to allow Customer and third parties to search for one another for various purposes, such as inviting a third party to collaborate on a project, soliciting and/or receiving a bid, etc. Where LakeTech has made such functionality available, Customer will have the ability to control its visibility for such searches within the Services.
4. Export Control. Each Party shall comply with all applicable Export Control and Sanctions Laws and Regulations in connection with providing and using the Services. Without limiting the foregoing, (a) each Party represents that it is not listed on any list of entities or individuals who are restricted from receiving U.S. services or items subject to jurisdiction of U.S. Export Controls (including but not limited to the Specially Designated Nationals and Blocked Persons List and the Entity List) nor is it owned or controlled by any such listed entity; (b) Customer shall not, and shall ensure that Authorized Users do not, violate any Export Control and Sanctions Laws and Regulations, or cause any such violation to occur; and (c) Customer shall not use or cause any person to use the Services to store, retrieve, or transmit technical data controlled under the U.S. International Traffic in Arms Regulations.
5. Anti-Corruption. Neither Party has promised, made, or received any bribe, kickback, or other similar payment or transfer of value from or to any director, officer, employee, agent, or other representative of the other Party in connection with this Agreement. Reasonable gifts, entertainment, sponsorships, and donations do not violate the above restriction.
6. U.S. Government Rights. If Customer, or any Authorized User, is a branch, agency, or instrumentality of the United States Government, the following provision applies: The Services and Documentation comprise “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212 and are provided to the Government (a) for acquisition by or on behalf of civilian agencies, consistent with the policy in 48 C.F.R. 12.212; or (b) for acquisition by or on behalf of units of the Department of Defense, consistent with the policies in 48 C.F.R. 227.7202-1 and 22.7202-3. The rights of the U.S. Government to use, commercial computer software, commercial computer software documentation, and technical data furnished in connection with this Agreement are solely as provided in this Agreement. No additional rights are provided to the Government unless set forth in a separate written addendum.
7. Contracting Entity, Governing Law & Venue. The LakeTech contracting entity, law that will apply to a dispute arising out of or relating to this Agreement, and jurisdiction for dispute resolution depend on where Customer is domiciled, in all cases without reference to conflict of law rules of any jurisdiction.
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8. The provisions of the United Nations Convention of Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Acts will not apply to this Agreement in any manner whatsoever.
9. Dispute Resolution. The Parties shall attempt in good faith to promptly resolve any disputes arising out of or relating to this Agreement by negotiation between representatives of each Party with the authority to resolve such dispute. If the Parties are unsuccessful, such dispute will be submitted to final and binding arbitration. Notwithstanding the foregoing, neither Party is required to arbitrate claims (a) where all named parties seek monetary relief which, in the aggregate, qualifies as a claim that meets the requirements of an applicable small claims court; or (b) seeking injunctive relief. However, if a small claim is transferred, removed, or appealed to a different court, either Party may require that the claim be submitted to final binding arbitration. Any arbitration will take place on an individual basis. The Parties waive the right to participate in a class, consolidated, or representative action or arbitration, and the right to a trial by jury. If this class action waiver is deemed unenforceable, the class claim will be brought in a court of competent jurisdiction.
   
   Arbitration will be conducted in English and administered in accordance with the International Arbitration Rules of the International Centre for Dispute Resolution at the location set forth in Section 11.5. Except as required by law, neither Party nor its representatives may disclose the existence, content, or results of any arbitration without the other Party’s prior written consent.
   
   The arbitrator is not empowered to award damages in excess of compensatory damages and each Party hereby irrevocably waives any right to recover such damages with respect to any dispute resolved by arbitration. The decision of the arbitrator will be in accordance with this Agreement and will be binding upon the Parties. Each Party hereby waives any right it may otherwise have under the laws of any jurisdiction to any form of appeal. Judgment upon the award rendered may be entered in and enforced by any court of competent jurisdiction having jurisdiction over both Parties. This Agreement governs if there is a conflict with the International Arbitration Rules of the International Centre for Dispute Resolution.
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10. Notices. Notices to Customer will be delivered via email or overnight delivery at the address associated with the Order. Notices to LakeTech will be delivered via email to support@laketech.com or by overnight delivery to LakeTech, Inc., Attention LakeTech, 460 Boulevard Way #9 Oakland, CA 94610. All notices must be in writing and will be effective when received.
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11. Force Majeure Neither Party will be responsible or liable for any failure or delay in its performance under this Agreement (except for payment of Fees, which may be delayed but not excused) to the extent due to any cause beyond its reasonable control (“Force Majeure Event”). The Party suffering a Force Majeure Event shall use reasonable efforts to mitigate against the effects of such Force Majeure Event For the avoidance of doubt, issues relating to COVID-19 will not be considered a Force Majeure Event.
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12. Assignment. Each Party shall not assign this Agreement, in whole or part, or any right or interest herein, without the other Party’s prior written consent, not to be unreasonably withheld, and any purported assignment will be void. However, either Party may assign this Agreement without consent to an Affiliate, or in connection with a merger, consolidation, or corporate reorganization, sale of all or substantially all of its assets or business, or other change of control transaction. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Assignment will not relieve Customer of its obligation to pay Fees incurred before the assignment.
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13. Relationship of the Parties. The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties.
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14. Entire Agreement; Order of Precedence. This Agreement (together with any SOWs, Orders, and linked terms) contains the entire understanding and agreement of the Parties concerning the subject matter hereof and supersedes all prior or contemporaneous communications, representations, agreements, and understandings, either oral or written, between the Parties with respect to its subject matter. This Agreement may only be amended or waived by a writing signed by both Parties; however, the Parties may update and modify this Agreement upon renewal. In the event of any conflict or inconsistency between or among the following documents, the order of precedence will be: (1) the DPA, (2) the Order, (3) SOW, (4) this Agreement, and (5) any links provided herein. Any amendment will take precedence over the document it amends.
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15. Miscellaneous. If a provision of this Agreement is unenforceable or invalid, the provision will be revised so as to best accomplish the objectives of the Parties as evidenced by this Agreement, and the remainder of this Agreement will continue in full force. The English language version of this Agreement will be the version used when interpreting or construing this Agreement. Any notices in connection with this Agreement must be provided in English. Either Party’s failure to enforce any right under this Agreement will not waive that right. There are no third-party beneficiaries to this Agreement, and Customer acknowledges that LakeTech will have no obligations or liability whatsoever to any third parties with which Customer does business.

12. DEFINITIONS

1. “Affiliate” means an entity that controls, is controlled by, or is under common control of a Party, where “control” means ownership or control, directly or indirectly, of more than fifty percent (50%) of the voting interest of such entity or party (but only for so long as such control exists) or the right to otherwise control the decision making of the subject entity.
2. “Authorized User” means any individual or agent authorized by Customer to access or use the Services.
3. “Customer Data” means any content, data, information, Personal Data (as described in Section 1.3), and other materials submitted by Customer or an Authorized User to the Services. Customer Data excludes Statistical Usage Data, any content from publicly available sources, and any suggestion, enhancement request, recommendation, correction, or other feedback relating to the operation of the Subscription Services pursuant to Section 5.4.
4. “Documentation” means the official LakeTech-provided user guides applicable to the Services, whether in electronic, paper, or equivalent form, as updated from time to time, accessible at https://support.laketech.com/products/online/user-guide or other websites designated by LakeTech.
5. “Export Control and Sanctions Laws and Regulations” means all laws and regulations under applicable law controlling or regulating the export, re-export, or (in-country) transfer of goods, technology, software, or services, or those that impose other trade or financial sanctions against targeted countries, territories, individuals, or entities.
6. “Harmful Code” means code, files, scripts, agents, malware, or programs intended to do harm, including but not limited to viruses, worms, time bombs, and Trojan horses.
7. "Intellectual Property Rights” means all rights, title, and interest in all intellectual property, including patents, copyrights, trade secrets, mask works, trademarks, and other intellectual property rights of any sort throughout the world.
8. “Order” means a written or electronic order form, executed by the Parties, identifying the Services, scope, quantity, charges, and other information relevant to a specific transaction between Customer and LakeTech, herein incorporated by reference.
9. “Professional Services” means the implementation, technical, consulting, training, and similar services provided by or through LakeTech or its Affiliates, as described in the relevant Order or SOW.
10. “Reseller” means a third party authorized by LakeTech or its Affiliates to promote, distribute, and/or resell the Services.
11. “Services” means collectively, as applicable, the Subscription Services, Support Services, and Professional Services Customer has ordered, and LakeTech has agreed to provide, as indicated on the applicable Order or SOW.
12. “SOW” means a statement of work executed by the Parties describing Professional Services purchased by Customer pursuant to an Order, herein incorporated by reference.
13. “Statistical Usage Data” means usage information or data related to the access or use of the Services. Examples of Statistical Usage Data include information or data on user visits, user activity, project activity, and numbers and types of clicks or impressions, as well as statistical, functional, behavioral, or other information or data based on or derived from such access or use.
14. “Subscription Services” means the LakeTech software-as-a-service, and all associated Updates, offered on a subscription basis by LakeTech via an Order that provides the functionality described in the Documentation.
15. “Subscription Term” means the entire period during which Customer is entitled to use the Subscription Services, including the initial term and any applicable renewal terms.
16. “Support Services” means the type of LakeTech’s customer support for the Subscription Services described in Exhibit A, and as may be specified or purchased within an Order.
17. “Updates” means all updates, enhancements, and other modifications that LakeTech makes generally available, at no additional charge, to its customers of the Subscription Services identified in an Order.
18. “Usage Metrics” means the metrics used to determine the scope of Customer’s access and use of the Subscription Services and associated Fees, as set out in an Order.

LAKETECH SUBSCRIPTION AND SERVICES AGREEMENT

1.     OVERVIEW

This Support Services and SLA Agreement (“SLA”) is entered into by LakeTech and Customer and covers the LakeTech Subscription Services defined in the LakeTech Subscription and Services Agreement (“Agreement”) to which this SLA is attached. Except as otherwise modified or defined herein, all capitalized terms in this SLA have the meanings set forth in the Agreement.

2.    DEFINITIONS

For purposes of this SLA “Scheduled Downtime” means the window during which scheduled maintenance of the Subscription Services is performed. LakeTech shall use commercially reasonable efforts to not provide more than 6 hours of Scheduled Downtime per calendar month.

3.    SERVICE AVAILABILITY

LakeTech’s service-level objective for the Subscription Services is 99.9% of the time, 7 days a week, and 24 hours per day as calculated over a calendar month excluding Scheduled Downtime. This does not include Force Majeure Events or other factors outside of LakeTech’s reasonable control.

4.     SUPPORT

1. Access to Support. Customer and Authorized Users have access to technical support via telephone, online chat, email, or self-paced online tutorials. Support hours can be found at http://support.laketech.com. Support does not include training sessions on the features and functionality of the Subscription Services (e.g., implementation) or training in relevant computer skills considered prerequisite to an individual’s ability to use personal computers, the Internet/World Wide Web, and online software in accordance with the requirements of the Agreement. Furthermore, only qualified, trained Customer support personnel or Authorized Users familiar with Subscription Services are authorized to contact LakeTech to obtain support.
2. Reporting. Before requesting support from LakeTech, Customer shall use reasonable efforts to comply with any applicable operating and troubleshooting procedures as set forth in the Documentation or as otherwise provided by LakeTech. If such efforts are unsuccessful, Customer should promptly notify LakeTech support via LakeTech’s Ticket Tracking System (“System”) of the issue including any supporting information Customer believes may assist LakeTech in both its diagnostic determination as well as the Severity/Priority classification. Upon LakeTech’s receipt of a support request via the System, LakeTech shall use commercially reasonable efforts to answer questions and provide standard error corrections to known problems. In the event of any problems or errors involving the Subscription Services that LakeTech cannot immediately resolve, LakeTech shall begin working on a resolution to the problem and shall work diligently and in a commercially reasonable manner on the problem until it is resolved.
3. Status Updates. Response time commitment for a first support contact between LakeTech and Customer after Customer contacts LakeTech for support is based on the Severity/Priority of the issue as entered into the System by the Customer. The Severity/Priority levels reported by Customer will be determined by LakeTech in its reasonable discretion, taking into consideration Customer’s report of the impact and functionality of the issue and impact to Customer. Once LakeTech receives an error ticket as reported from Customer, LakeTech shall provide Customer with timely status updates as reasonably determined by LakeTech until a workaround or other resolution is established by LakeTech.

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How We Use Usage Data

We may store Usage Data itself and such information may be included in databases owned and maintained by LakeTech affiliates, agents, service providers, or third-party advertising and analytics providers. We may use such information and pool it with other information, for example, to track the total number of visitors to our Sites or authorized users of the LakeTech Platform, or each page of our Sites, etc. We use this information to help us understand how people use the Sites and LakeTech Platform, support our advertising and marketing efforts, and to enhance our Services. If you complete a course offered on our Sites by a third party on a LakeTech Education site, we may share basic details (including which course, time spent, etc.) with that third party.

Our mobile application for the LakeTech Platform may collect certain additional information automatically, including the type of mobile device you use, your mobile device’s unique device ID, the IP address of your mobile device, your mobile operating system, the type of mobile Internet browsers you use, available storage space, connection type (e.g., WiFi vs. cellular), and information about the way you use the application. We may also use GPS technology (or other similar technology) to determine your current location. If you do not want us to have your location information, you should turn off location services for the mobile application located in your account settings or in your mobile phone settings or within the mobile application.

We use mobile analytics software to allow us to better understand the functionality of our mobile software on your phone. This software may record information such as how often you use the application, the events that occur within the application, aggregated usage, performance data, and where the application was downloaded. We link certain information we store within the analytics software to authorized users for customer usage and metrics, and to aid in customer success.

Tracking Technologies

Cookies and Web Beacons: We may use cookies (a small text file placed on your computer to identify your computer and browser) and web beacons (a file placed on a website that monitors usage) to improve the experience of the Sites and LakeTech Platform, such as pre-populating your username for easier login, to allow user-specific messaging, or to permit user-specific advertising.

We classify cookies in the following categories:

• Strictly Necessary Cookies,
• Performance Cookies,
• Functional Cookies, and
• Targeting Cookies.

You can opt out of each cookie category (except strictly necessary cookies) by clicking on the “Cookie Settings” button below:

Do Not Sell My Personal Information

For more information on cookies, third-party cookies, and cookie management options.

You can remove persistent cookies and change your privacy preferences by following directions provided in your Internet browser’s “help” directory, or by clicking the Cookie Settings button above. However, certain features of the Sites or LakeTech Platform may not work if you delete or disable cookies. Some of our service providers may use their own cookies and web beacons in connection with the services they perform on our behalf, as further explained below.

We and our partners use similar technologies to analyze trends, administer the website, track users’ movements around the website, and to gather demographic information about our user base as a whole. Users can control the use of cookies at the individual browser level.

Third-party Technologies: Third parties, such as ad servers, ad networks, and data exchanges (“Advertisers”) may place or recognize a unique cookie on your computer or use other technologies such as web beacons so that they can tailor their advertisements to your apparent interests and deliver those advertisements to you while you are on our Sites. In addition, Advertisers use technologies (such as cookies, pixels, and web beacons) to collect information about your browsing behavior on our Sites which they may match with information they have previously collected. Our Privacy Notice does not cover any use of information that Advertisers may collect from you or that you choose to provide to them. For information about how to opt out of receiving certain behavioral advertisements, please visit this website (or this one if located in the European Union). Please note this does not opt you out of being served ads, you will continue to receive generic ads. You may also continue to receive targeted ads on other websites, from companies that do not participate in the above programs.

Social Media Widgets: Our website includes social media features, such as the Facebook Like button, and widgets, such as the “Share this” button or interactive mini-programs that run on our website. These features may collect your Internet Protocol address, which page you are visiting on our website, and may set a cookie to enable the feature to function properly. Social media features and widgets are either hosted by a third party or hosted directly on our website. Your interactions with these features are governed by the privacy statement of the company providing the features.

Children's Privacy

We do not knowingly collect Personal Data from children under the age of 13. If we become aware that we have inadvertently received Personal Data from a child under the age of 13, we will delete such information from our records

Security

LakeTech implements appropriate physical, operational, and technical safeguards designed to help protect your Personal Data from accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access to the Personal Data we collect or use.  We also contractually require that our Service Providers protect such information from accidental or unlawful destruction, loss, alteration, unauthorized disclosure or access.

Please be aware that despite our efforts, no data security measures can guarantee security. As a result, while we strive to protect Personal Data transmitted on or through the Sites, we cannot and do not guarantee the security of any information you transmit on or through the Sites. Devise-users are responsible for the protection of personal devices and password credentials.

LakeTech also engages in a responsible disclosure program. The program invites you to help bolster existing security measures and adapt to the ever-changing threat environment. If you become aware of a vulnerability. If you become aware of an error in disclosure of any Personal Data, you may also email support@laketech.com.

Data Retention

We will retain your information for as long as we have an ongoing business relationship with you or the business needs to do so (for example: to comply with applicable law, tax requirements, or enforce our agreements).

When we have no ongoing legitimate business need to process your Personal Data, we may either delete or de-identify it, or, if this is not possible (for example, because your Personal Data has been stored in backup archives), then we will securely store your Personal Data and isolate it from any further processing until deletion is possible. If we collect or use de-identified information, we will not attempt to re-identify it.

Where We Process and Store Your Personal Data

From time to time, for the purposes described in this Privacy Notice, your Personal Data may be processed by us and our vendors outside your home jurisdiction, including in the U.S. and other countries. These countries may have data protection laws that are different from the laws of your country. LakeTech only transfers Personal Data to another country, including to its subsidiaries and other affiliates, in accordance with applicable data privacy laws, and provided there is adequate protection in place for the data. The relevant Data Controllers with respect to LakeTech’s Personal Data processing activities are:

460 Boulevard #9,

Oakland, CA 94801

We have taken reasonable measures to require that your Personal Data will remain protected in accordance with this Privacy Notice and applicable regulations.

Third Parties/Links

Our Sites and LakeTech Platform may contain links or integrate with other websites and online services or allow others to send you such links. LakeTech is not responsible or liable for any damage or loss related to your use of any third-party website or online service. You should always read the terms and conditions and Privacy Notice of a third-party website or online service before using it, whether directly or in connection with your use of the Sites or the LakeTech Platform.

Your Rights

You may opt not to disclose Personal Data to us, but keep in mind some Personal Data may be needed to register with us or to use some of our features. If we have collected and processed your Personal Data with your consent, you can withdraw your consent at any time. Withdrawing your consent will not affect the lawfulness of any processing we conducted prior to your withdrawal, nor will it affect the processing of your Personal Data conducted in reliance on lawful processing grounds other than consent.

Please note that we may still use any aggregated and de-identified Personal Data that does not identify any individual and we may also retain and use your Personal Data As necessary to comply with our legal obligations, resolve disputes, or enforce our agreements.

You have several rights with respect to your Personal Data, as further described in this section.

How to Update and Access Your Personal Data

It is important that the Personal Data contained in our records is both accurate and current. We offer various self-help functions within our Site, tools, and Services that will allow you to update your Personal Data in our records. If we have Personal Data that you cannot access via these self-service systems, then you may make a request through the Privacy Team by email at support@laketech.com.

Depending on applicable Local Laws, you may have additional rights with regard to your Personal Data. Below is an explanation of your privacy rights. Please note, these rights do not conflict with any rights you may have under the applicable Local Law. LakeTech will not discriminate against you for exercising any of your privacy rights.

Data Subject Rights

Subject to conditions set forth in applicable data protection legislation, you may have the following rights:

• Right to Know/Be Informed - You have the right to know and understand what Personal data we collect and how we process it.
• Right to Access - You have the right to request access to any Personal Data concerning you, subject to limited exceptions that may be prescribed by applicable law.
• Right to Correct (Rectification) - LakeTech aims to ensure that all of your Personal Data is correct. You are entitled to have any inadequate, incomplete or incorrect Personal Data corrected (that is, rectified).
• Right to Withdraw Consent - In the event your Personal Data is processed on the basis of your consent, you have the right to withdraw consent at any time, without affecting the lawfulness of processing based on consent before its withdrawal.
• Right to Data Portability - Where we rely upon your consent as the legal basis for processing, or the fact that the processing is necessary to perform a contract to which you are party or to take steps at your request prior to entering a contract, and the Personal Data is processed by automated means, you have the right to receive all such Personal Data which you have provided to us in a structured, commonly used and machine-readable format, and also to require us to transmit it to another controller where this is technically feasible.
• Right to Erasure - You are entitled to have your Personal Data erased under specific circumstances, such as where you have withdrawn your consent, where you object to processing based on legitimate interests and we have no overriding legitimate grounds or where Personal Data is unlawfully processed.
• Right to Restriction of Processing (Limit Use and Disclosure)- You have the right to restrict our processing of your Personal Data under the below circumstances. Where your Personal Data is subject to restriction we will only process it with your consent or for the establishment, exercise or defense of legal claims.
• you contest the accuracy of the Personal Data, until we have taken sufficient steps to correct or verify its accuracy;
• where the processing is unlawful but you do not want us to erase the Personal Data;
• where we no longer need your Personal Data for the purposes of the processing, but you require such Personal Data for the establishment, exercise or defense of legal claims; or
• where you have objected to processing justified on legitimate interest grounds (see below), pending verification as to whether we have compelling legitimate grounds to continue processing.
• Right to object to processing justified on legitimate interest grounds - Where we are relying upon legitimate interest to process Personal Data, you may have the right to object to that processing based on grounds related to your particular situation. If you object, we must stop that processing unless we can demonstrate compelling legitimate grounds for the processing that override your interests, rights and freedoms, or we need to process the Personal Data for the establishment, exercise or defense of legal claims. Where we rely upon legitimate interest as a basis for processing, we believe that we can demonstrate such compelling legitimate grounds, but we will consider each case on an individual basis.
• Right to lodge a complaint - You may lodge a complaint with the supervisory authority of your habitual residence, place of work or place of alleged infringement. Contact details for data protection authorities in the EEA, Switzerland, and certain other countries are available here.

Exercise your Rights

To obtain further information regarding your rights, to exercise any of your rights (other than to lodge a complaint), or to ask any questions regarding the processing of your Personal Data, please contact the Privacy Team by email at privacy@laketech.com.

Only you or someone legally authorized to act on your behalf may make a verifiable consumer request related to your Personal Data. You may also make a verifiable request on behalf of your minor child. You may designate someone as an authorized agent to submit requests and act on your behalf. We will respond to all requests in accordance with applicable laws. We may ask you for information to verify your identity and evaluate your privacy rights request.

Marketing Communications: You can opt out of receiving promotional or marketing communications from us at any time by using the unsubscribe link in the email communications we send or by emailing support@laketech.com. To opt out of non-email forms of marketing (such as postal marketing or telemarketing), please contact us using the contact details provided in the How to Contact Us section below. If you set up an account on our Sites, we will still send you non-promotional communications like service-related emails.

You may also turn off push notifications on LakeTech Apps on your device.

If you want your phone number to be added to our internal Do-Not-Call telemarketing register, please contact us by using the information in the How to Contact Us section below. Please include your first name, last name, company and the phone number you wish to add to our Do-Not-Call register. Alternatively, you can always let us know during a telemarketing call that you do not want to be called again for marketing purposes.

Your rights where you have been granted access to the LakeTech Platform by a customer

As described above, we may also process Personal Data submitted by or for a customer. To this end, unless stated otherwise in this Privacy Notice or in a separate disclosure, we process such Personal Data as a processor/service provider on behalf of our customers. If your data has been submitted to us in our role as a processor/service provider and you wish to exercise any rights you may have under applicable data protection laws, please directly inquire with the customer that granted you access to the LakeTech Platform. Because we may only access a customer’s data upon their instructions, if you wish to make your request directly to us, please provide us with the name of the LakeTech customer(s) and project name(s) relevant to your request. We will refer your request to that customer, and will support them as needed in responding to your request.

Privacy Notice Changes

This Privacy Notice is reviewed and updated periodically to ensure it accurately describes our practices and procedures. We may also make updates or changes to this Privacy Notice because of changes in applicable laws or regulations. Any changes made to this Privacy Notice are effective as of the “Last Updated'' reference above. If necessary, we may take additional measures to inform you of changes, such as by posting a prominent notice on our Site.

Please print a copy of this Privacy Notice for your records.

How To Contact Us

If you have questions or concerns about our use of your Personal Data, please contact us at:

LakeTech, Inc.
460 Boulevard Way
Oakland, CA 94801 USA

privacy@laketech.com

Privacy Rights Request web form

California Privacy Rights

This section of the notice provides additional information for California residents and describes our information practices pursuant to the California Consumer Privacy Act 2018, as amended by the California Privacy Rights Act 2020, and its implementing regulations ("CCPA").

The CCPA provides California residents with certain rights regarding their Personal Data. Please note, these rights only apply to Personal Data we collect and process under this Privacy Notice as a business/controller. For Personal Data we process on behalf of our customers in our capacity as a service provider/processor, please submit your request directly to the customer with whom you have a relationship, and we will provide reasonable assistance to that business client as necessary to enable them to respond to your requests to exercise your privacy rights. In general, California residents, including our customer’s employees who reside in California, have the following rights with respect to their Personal Data, subject to certain exceptions:

• Right to know/access: you have the right to request (subject to certain exemptions and exceptions):
• The categories or Personal Data we collected about you;
• The categories of sources from which the Personal Data is collected;
• Our business or commercial purposes for collecting, selling, or sharing Personal Data;
• The categories of third parties to whom we have disclosed Personal Data; and
• A copy of the specific pieces of Personal Data we have collected about you.
• Right to delete: you have the right to request that we delete any of your Personal Data that we collected from you and retained, subject to certain exceptions. Once we receive and confirm your Verifiable Consumer Request we will delete (and direct our service providers to delete) your Personal Data from our records, unless an exception applies;
• Right to correct: you have the right to correct inaccurate information;
• Right to opt-out of sale and sharing: you have the right to opt-out of the “sale” or “sharing” of personal information, as these terms are defined under the CCPA. LakeTech does not sell Personal Data in the traditional sense (i.e., for money). However, the CCPA provides a broad understanding of “sale” and “sharing” which can include disclosing Personal Data for other, non-monetary benefits such as third-party data analytics and third-party advertising. As this new law is still evolving, and in the interest of transparency, LakeTech acknowledges that we may disclose or allow third parties to collect Personal Data (identifiers, and internet and network activity data) via tracking technologies on our Sites. We may also disclose contact information (identifiers) with event sponsors in the ways and purposes described above, including for advertising and marketing. To exercise your “opt out of sale” rights please click the Do Not Sell or Share My Personal Information link at the bottom of our Site, or contact us at support@laketech.com. You also have the right to opt-out of “sales” and “sharing” of your personal information through the use of an opt-out preference signal. If our Site detects that your browser or device is transmitting an opt-out preference signal from a “global privacy control” or “GPC” signal, we will opt that browser or device out of cookies on our Website that result in a “sale” or “sharing” of your personal information. To learn more about GPC signals and implementation, please see https://globalprivacycontrol.org. If you come to our Site from a different device or from a different browser on the same device, you will need to opt-out, or use an opt-out preference signal, for that browser and/or device as well. We do not sell or share Sensitive Personal Information, nor do we sell or share any Personal Data about individuals who we know are under sixteen (16) years old.
• Right to limit use/disclosure: you may have the right to limit the use and disclosure of Sensitive Personal Information.
• Right to non-discrimination: we will not discriminate against you for exercising any of the rights described in this section.

If you are a California resident and would like to exercise your CCPA rights, you may do so via any of the methods described below:

• Email us at support@laketech.com

Before responding to your request, we must first verify your identity using the Personal Data you recently provided to us. You must provide us with our name, street address, city, state, zip code and an e-mail address or phone number. We will take steps to verify your request by matching the Personal Data provided by you with the information we have in our records. In some cases, we may request additional information in order to verify your identity, or where necessary to process your request. If we are unable to verify your identity after a good faith attempt, we may deny the request and, if so, will explain the basis for the denial.

You may designate someone as an authorized agent to submit requests and act on your behalf. Authorized agents will be required to provide proof of their authorization in their first communication with us, and we may also require that the relevant consumer directly verify their identity and the authority of the authorized agent.

California Shine the Light Law

LakeTech does not disclose Personal Data to third parties for the third-parties’ direct marketing purposes, under Cal. Civ. Code §1798.83(d).

(EEA) and in the United Kingdom - International Transfers

Legal Basis for Processing Personal Data

Rights

You have the following rights under the General Data Protection Regulation (GDPR) with respect to the information LakeTech is the controller:

• to access the Personal Data we maintain about you;
• to be provided with information about how we process your Personal Data;
• to correct your Personal Data;
• to have your Personal Data erased;
• to object to or restrict how we process your Personal Data; and
• to request your Personal Data to be transferred to a third party.

You also have the right to complain to a data protection authority about our collection and use of your Personal Data. For more information, please contact your local data protection authority. Contact details for data protection authorities in the EEA, Switzerland, and certain other countries (including the US) are available here.

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Data Privacy Framework

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Australia and New Zealand

New Zealand

You have the right to ask for a copy of any Personal Data we hold about you as a controller, and to ask for it to be corrected if you think it is wrong. If you’d like to ask for a copy of your information, or to have it corrected, please contact us by email, web form, or mailing address found in the How to Contact Us section.

If we receive a request for access to Personal Data, we will respond within 20 working days of receiving a verifiable request. Our response may include a decision about whether we will be able to provide the requested information. We may be able to withhold information if:

• it is not readily retrievable;
• releasing it could negatively affect the requestor’s mental health;
• releasing it could put somebody else in danger;
• releasing it would breach someone else’s privacy;
• it was provided in confidence;
• we do not hold any Personal Data about the requestor;
• the request is trivial; or
• the request is vexatious.

Rights for Australian Citizens

The Australian Privacy Principles (“APPs”) set out in the Privacy Act provide you the right to request access to, and correction of, the Personal Data we hold about you by contacting us using the contact details set out in the Privacy Notice.

For additional information regarding APPs, see the Supplementary Privacy Notice for Australia section.

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