Customer Agreement
This Customer Agreement (“Agreement”) is between Luca, LLC, 400 Rafael Lamar, Urb. Ext. Roosevelt, San
Juan PR 00918, (referred to as “LUCA”) and Customer.
1. License. LUCA grants to Customer during one year a non-exclusive, non-transferable, limited right to
access and use one or more LUCA products (“Product(s)”) described in the applicable LUCA order
form(s) (“Order Form(s)”), the terms of which are incorporated herein, for the period of one (1) year.
Customer agrees to and shall comply with, and shall ensure that Users (as defined below) agree to and
comply with, the terms of this Agreement and any other applicable terms and conditions governing
website access set forth on and referenced as part of the Terms of Service designated by LUCA from
time to time, as posted on a Product’s webpage. Customer’s use of the Products constitutes
acceptance of all terms and conditions contained herein, and the terms and conditions included in
LUCA webpage through the following documents: (a) Privacy Statement, (b) Support Center Rules
(“Reglas de Uso del Centro de Apoyo”), and (c) Terms and Conditions. Customer agrees to keep the
terms of this Agreement confidential and agrees to not disclose, either directly or indirectly, such
terms.
2. Authorized Users. Products may be accessed and used only by individuals authorized by LUCA
(“User(s)”). Customer will provide to LUCA, the names and addresses of each User.
3. Fees and Payment. LUCA will send all Customer invoices to a single designated email address. Product
fees do not include applicable taxes, which will be included on the invoice. Unless Customer provides
LUCA with a valid signed tax exemption certificate, Customer agrees to pay sales and other applicable
taxes. LUCA reserves the right to revise fees for each Product at the end of its Product Subscription
Term (as defined below) and will use reasonable efforts to invoice Customer prior to such date.
Payment of the revised fees and/or continued access to the Product will constitute acceptance of such
revised fees and the new Product Subscription Term. LUCA reserves the right to immediately terminate
Customer’s access to the Products, without further notice, if LUCA does not receive the payment.
Customer is responsible for purchasing any equipment, software, communications and access through
third party online vendors that may be necessary to access and use the Products. Due to the nature of
the Products, LUCA will not grant any refund request except as otherwise expressly specified in this
Agreement.
4. Copyright. Each Product contains proprietary content and/or software protected by copyright and
other similar laws. LUCA and its licensors retain all rights in the Products, including (without limitation)
all copyright and other proprietary rights worldwide in all media.
5. Permitted Uses. Users may access and use the Products solely for their own internal business purposes
as permitted herein. Users shall not share User names and passwords. Customer agrees to notify LUCA
promptly in writing of any known or suspected unauthorized use of the Products or any known or
suspected breach of security, including but not limited to, loss, theft, or unauthorized disclosure of
User names and passwords.
6. Restrictions. In no event may Customer or a User copy or distribute any Product in its entirety, or
systematically, routinely or regularly, copy and/or redistribute copies of individual articles, LUCA
Highlights, table of contents, indexes, or other LUCA finding aids. Customer and Users may not
reproduce, create derivative works from, perform, publish, transmit, distribute, sell (or participate in
any sale), or otherwise access, use, or exploit any material retrieved from or contained in the Products
in any manner whatsoever that may infringe any copyright or proprietary interest of LUCA or any third
party; store any content from the Products in any information storage and retrieval system; distribute
the information contained in the Products to any person who is not duly authorized to use or receive
the Products; distribute, rent, sublicense, lease, transfer or assign the Products or this Agreement;
decompile, disassemble, or otherwise reverse-engineer the Products, or alter, translate, modify, or
adapt the Products to create derivative works; make use of “framing” or other means of redirecting
content; place or install any portion of the Products on any electronic media, including, but not limited
to, local or wide area networks or intranets, timesharing services, multiple processing units, multiple
site arrangements, service or software rental bureaus, list servers, online services, electronic bulletin
boards or forums, websites, or any other server that is Internet-enabled. Notwithstanding anything to
the contrary in this Agreement, if LUCA believes, in its sole good faith judgment, that any provision of
this Agreement has been breached by Customer or a User, LUCA reserves the right to suspend access
to and use of the Products, or any portion thereof, at any time without notice effective immediately.
7. Disclaimer of Professional Advice. The information provided through the Products is not and shall not
be construed as tax, accounting, audit, consulting, legal, regulatory or other professional advice or
sufficient to satisfy any tax, accounting, legal, regulatory or other professional requirements and not
necessarily is updated. Customer and/or each User should consult tax, accounting, legal, regulatory or
other professional advisor(s) for advice. None of the Products nor any related services or any portion
thereof shall constitute or be construed as (a) a solicitation, offer, opinion or recommendation by LUCA,
its affiliates or any supplier, for any transaction in any financial instrument, including but not limited to
securities, (b) providing legal, financial, tax, accounting or investment advice or recommendations,
other professional service, or (c) forming an attorney-client relationship.
8. Other Representations and Limited Warranty.
i. LUCA represents and warrants that it has the right to make the Products available to Customer
under this Agreement. Customer represents and warrants that its use of the Products shall
comply with all applicable laws, rules and regulations.
ii. EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, ALL PRODUCTS ARE PROVIDED TO
CUSTOMER “AS IS.” CUSTOMER SHALL INDEMNIFY, HOLD HARMLESS AND AT CUSTOMER’S
EXPENSE DEFEND LUCA AND ITS AFFILIATES AND THEIR SUPPLIERS AGAINST ANY AND ALL
LOSSES, CLAIMS, DEMANDS OR EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES)
ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF THE PRODUCTS OR ANY CONTENT
CONTAINED THEREIN.
iii. Not with standing any limitations contained in paragraph 9, LUCA shall indemnify and hold
Customer harmless and shall defend or settle any claim, suit or proceeding brought against
Customer that is based upon a third-party claim that the content contained in the Products
infringes a United States copyright or violates an intellectual or proprietary right protected by
a Puerto Rico or United States law (“Claim”), provided that (a) Customer shall notify LUCA in
writing of any Claim within ten (10) calendar days after Customer first receives notice of the
Claim, (b) LUCA shall have sole control over any Claim (including without limitation the
selection of counsel and the right to settle on behalf of Customer on any terms LUCA deems
desirable in the sole exercise of its discretion) and (c) Customer shall provide to LUCA at no
cost such assistance and cooperation as LUCA may reasonably request from time to time in
connection with the defense of the Claim. Customer may, at its sole cost, retain separate
counsel and participate in the defense or settlement negotiations. LUCA shall pay actual
damages and costs awarded against Customer (or payable by Customer pursuant to a
settlement agreement) in connection with a Claim. If a Product or its use becomes the subject
of a Claim or its use is enjoined, or if, in the opinion of LUCA’s legal counsel, the Product is likely
to become the subject of a Claim, LUCA shall attempt to resolve the Claim by using
commercially reasonable efforts to modify the Product or obtain a license to continue using
the Product. If, in the opinion of LUCA’s legal counsel, the Claim, injunction, or potential Claim
cannot be resolved through reasonable modification or licensing, LUCA, at its own election,
may terminate the Agreement, in whole or in part, the applicable Order Form and/or the
applicable Product Subscription without penalty, and will refund to Customer the pro-rata
portion of any fees for the infringing Product paid in advance by Customer to LUCA and
attributable to any post-termination period. LUCA shall have no obligations under this
paragraph if the Claim is based on (i) additions, changes or modifications to the Product, (ii) a
combination of material, content, products or software not provided by LUCA or (iii) use of the
Product other than as expressly permitted by this Agreement. THE FOREGOING CONSTITUTES
LUCA’S SOLE AND EXCLUSIVE LIABILITY FOR INTELLECTUAL PROPERTY INFRINGEMENT.
iv. Customer acknowledges that the Products (and the content contained therein) are highly
proprietary in nature and agrees that unauthorized copying, transfer or use may cause LUCA,
its affiliates and their suppliers’ irreparable injury that cannot be adequately compensated for
by means of monetary damages. Customer agrees that LUCA and its affiliates may enforce any
breach of this Agreement by Customer or any User by means of equitable relief (including, but
not limited to, injunctive relief) in addition to any other available rights and remedies.
Unauthorized reproduction, transfer, and/or use may be a violation of criminal as well as civil
law.
v. LUCA is not responsible for the opinions or expressions made by our contributing writers or in
any publication posted on the site.
vi. The technical assistance provided by LUCA Help Center will be limited only to general tax
questions and is not obligated to answers all questions submitted by the public. LUCA reserves
the right to determine the questions that will be answered, within the scope of interest of its
members. Also, LUCA reserves the right to post any information on the site. LUCA is not
responsible for the correctness or use given to the information contained on the LUCA site.
vii. LUCA reserves the right to turn down, or not to answer, highly technical questions.
9. Limitation of Liability. IN NO EVENT SHALL LUCA, ITS AFFILIATES AND THEIR OFFICERS, DIRECTORS,
EMPLOYEES, SHAREHOLDERS, AGENTS OR REPRESENTATIVES (“LUCA GROUP”) HAVE ANY
RESPONSIBILITY OR LIABILITY, CONTINGENT OR OTHERWISE, FOR ANY INJURY OR DAMAGES AND/OR
BE LIABLE TO CUSTOMER, ANY USER, OR ANY OTHER PERSON FOR ANY LOST PROFITS, LOSSES, SPECIAL,
INDIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR LOSS OF GOODWILL IN ANY
WAY RELATING TO THE USE OF THE PRODUCTS OR THE PERFORMANCE OR NON-PERFORMANCE OF
ANY OBLIGATIONS UNDER THIS AGREEMENT, INCLUDING THE FAILURE OF ESSENTIAL PURPOSE, EVEN
IF CUSTOMER, USER, OR OTHER PERSON HAS BEEN NOTIFIED OF THE POSSIBILITY OR LIKELIHOOD OF
SUCH DAMAGES OCCURRING. IF THE FOREGOING LIMITATIONS ARE HELD TO BE UNENFORCEABLE,
LUCA GROUP’S LIABILITY FOR DAMAGES UNDER THIS AGREEMENT TO CUSTOMER, ANY USER, OR ANY
OTHER PERSON SHALL IN ANY EVENT NOT EXCEED THE AMOUNT OF THE FEES FOR THE APPLICABLE
PRODUCT SUBSCRIPTION PAID BY CUSTOMER FOR THE ONE (1) YEAR PERIOD IMMEDIATELY
PRECEDING THE OCCURRENCE OF THE ALLEGED INJURY OR DAMAGE. IN NO EVENT MAY CUSTOMER
OR ANY USER BRING ANY CLAIM OR CAUSE OF ACTION AGAINST THE LUCA GROUP MORE THAN ONE
(1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION ARISES.
10. Term and Termination. The term of this Agreement shall begin on the date that Customer is provided
with access to a Product and shall remain in effect until all subscriptions to Products ordered pursuant
to this Agreement (“Product Subscription(s)”) have been terminated (the “Term”), unless earlier
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12.
13.
14.
terminated in accordance with the terms herein. The term of each Product Subscription and any
renewal thereof shall be as set forth on an Order Form and/or invoice (each, a “Product Subscription
Term”). LUCA may terminate immediately this Agreement, an Order Form, and/or the applicable
Product Subscription if Customer breaches any provision of this Agreement. Customer may terminate
the applicable Product Subscription if LUCA materially breaches any provision of this Agreement and
fails to remedy such breach within sixty (60) days after written notice of such breach. Either party may
terminate this Agreement if the other party has any proceedings instituted by or against it seeking
relief, reorganization or arrangement under any laws relating to insolvency, or any assignment for the
benefit of creditors, or the appointment of a receiver, liquidator or trustee of any of its property or
assets, or the liquidation, dissolution or winding up of its business. Notwithstanding the foregoing,
LUCA may immediately terminate the Agreement without further notice if it reasonably believes that
the Customer has engaged in activity that violates applicable law. The Order Forms shall terminate
upon the termination of this Agreement, but the termination of any Order Form shall not itself
terminate this Agreement. All obligations with respect to any money that was accrued and owing prior
to the effective date of any termination under this Agreement shall survive termination. Paragraphs 4,
6, 7, 8, 9, 10, 13 and 14 shall survive any termination of this Agreement and shall continue in full force
and effect.
Discontinuation of Product. In the event LUCA discontinues a Product, LUCA will offer a comparable
LUCA product to Customer. If no product is available, or if Customer does not accept the offered
product, LUCA will provide either a pro rata credit or a refund of the unused portion of fees paid for
the discontinued Product. LUCA reserves the right to revise or discontinue certain Product features or
content. In such case, LUCA will use reasonable efforts to notify Customer to the extent LUCA believes,
in its good faith discretion, that any such revision or discontinuance will have a material and adverse
effect on Customer’s use of the Product.
Force Majeure. LUCA shall not be liable for failure to perform any part of this Agreement where such
failure is due to fire, flood, power outages, strikes, war (declared or undeclared), acts of terror,
embargoes, blockages, legal restrictions, governmental regulations or orders, riots, insurrections, Act
of God, or any cause beyond the control of LUCA. In such event, LUCA shall use reasonable efforts to
resume performance. This Agreement shall not be regarded as terminated or frustrated as a result of
such failure of performance not exceeding two (2) months and the parties shall proceed under this
Agreement when the causes of such non-performance have ceased or have been eliminated.
Notices. Notice under this Agreement shall be made in writing; sent via certified mail, return receipt
requested, or a nationally recognized overnight courier service; effective upon receipt at the address
stated below; and addressed as follows: If to LUCA, to 400 Rafael Lamar, Urb. Ext. Roosevelt, San Juan
PR 00918. If to Customer, to the designated billing contact and address.
Miscellaneous Provisions.
i. 14.1 No Waiver. Should LUCA fail to exercise or enforce any provision of this Agreement or to
waive any rights in respect thereto, such waiver or failure shall not be construed as constituting
a continuing waiver or waiver of any other right.
ii. Choice of Law. This Agreement shall for all purposes be governed and construed in accordance
with the law of the Commonwealth of Puerto Rico without regard to its choice-of-law rules.
The parties, and their successors and assigns, agree to submit to the jurisdiction of each of the
federal and state courts located in San Juan, Puerto Rico, in connection with any matters arising
out of or relating to this Agreement, and waive any objection to such venue, including forum
non conveniens, sovereign immunity, Act of State or analogous doctrines.
iii. Entire Agreement. Unless otherwise specified in the applicable Order Form, this Agreement,
as it may be amended from time to time, constitutes the entire agreement between each
Customer and LUCA, and supersedes all prior or contemporaneous writings, discussions,
agreements, and understandings of any kind, with respect to the subject matter of this
Agreement.
iv. Severability. If any provision of this Agreement is held to be unenforceable, the parties shall
renegotiate those provisions in good faith to be valid, enforceable substitute provisions, which
provisions shall reflect as closely as possible the intent of the original provisions of this
Agreement. If the parties fail to negotiate a substitute provision, this Agreement will continue
in full force and effect without that provision and will be interpreted to reflect the original
intent of the parties.
v. Third Party Beneficiaries. All beneficial rights (other than the right to collect fees) granted to
or reserved in this Agreement by LUCA, including limited warranty, limitation of liability,
remedies, indemnification, confidentiality, and ownership, shall accrue to and are for the
benefit of licensors and suppliers to the same extent as LUCA. Except as expressly stated
herein, nothing contained in this Agreement is intended to create third party beneficiaries
thereof.
vi. Each Party Acting Independently. LUCA and Customer agree that each is acting independently
of the other, that they are not joint venturers, and that neither is an agent, partner, or joint
venturer of the other.
vii. Amendment and Assignment. Except as otherwise expressly set forth herein, neither this
Agreement nor any Order Form shall be changed, modified or amended except by a writing
signed by a duly authorized representative of LUCA and the Customer. Neither party may
assign this Agreement or any rights or obligations created under this Agreement without the
prior written consent of the other party, which consent will not be unreasonably withheld,
except that LUCA may assign this Agreement without consent (i) to any subsidiary or affiliated
company, (ii) to an entity succeeding to all or substantially all of its stock or assets, whether by
merger or purchase, provided that such entity shall expressly assume all of LUCA’s obligations
under the Agreement, or (iii) in the event LUCA sells or otherwise transfers a Product to a third
party. Customer acknowledges and agrees that LUCA may delegate certain of its
responsibilities, obligations and duties under or in connection with this Agreement to a third
party or an affiliate of LUCA, which may discharge those responsibilities, obligations and duties
on behalf of LUCA. With respect to any such delegation, LUCA will be responsible and liable
for any breach of this Agreement by the third party or affiliate if and to the same extent LUCA
would be responsible and liable pursuant to this Agreement if it had committed such breach
directly. Any unauthorized assignment or delegation will be null and void. Subject to the
foregoing, this Agreement will be binding upon and inure to the benefit of the parties’
successors and assigns.
viii. Headings and Cross-References. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the scope, meaning or intent of the
provisions of this Agreement.
ix. Changes to this Agreement. LUCA reserves the right to make changes to any part of this
Agreement without prior notice. Continued use of any Product following any such change will
constitute acceptance of those changes.