These terms are between Lodol (“Lodol”, “we”) and the government agency that signs an order for Lodol Gov (the “Agency”, “you”). They apply to Lodol Gov in our cloud and to Lodol Gov installed on your own infrastructure (together, the “Service”).
1. How these terms fit with your order
- An order form or purchase order that both of us sign (an “Order”) says what you are buying, for how long and at what price.
- If documents conflict, this order applies: first, any terms your law requires you to include in a public contract; then the Order; then these terms; then our documentation.
- These terms don’t change during the term of an Order. If we update them, the new version applies only when you renew or sign a new Order.
2. Your accounts
- After you sign an Order, we create your agency’s workspace and invite the administrators you name. Your administrators invite and remove everyone else.
- Accounts are for your employees and the contractors working for you. You are responsible for what is done under your accounts and for keeping sign-in details safe. Tell us promptly at support@lodol.com if you believe an account has been misused.
3. Fees and payment
- Fees are set out in the Order and are invoiced annually in advance unless the Order says otherwise. There are no per-user fees unless the Order sets them.
- You’ll pay undisputed invoices within the time your prompt-payment law allows, or 30 days if it sets none. If you dispute an invoice in good faith, tell us and pay the rest.
- We won’t charge taxes your agency is exempt from once you’ve given us evidence of the exemption.
- Prices don’t change during the term of an Order. Any increase applies only at renewal, and we’ll tell you about it at least 60 days before.
4. Funding
Your obligations depend on funds being appropriated for them. If funds are not appropriated for a later fiscal period, you may end the Order at the end of the last funded period by telling us in writing, without penalty. You’ll pay for the Service through the end of that funded period. Nothing in these terms renews an Order beyond the funds available for it.
5. Your data
- “Agency Data” means everything you or your users put into the Service or that the Service creates for you: workflows, the records and files they handle, run history, approvals, audit logs and legal holds.
- You own Agency Data. We use it only to provide and support the Service for you, to keep it secure, and as the law requires. We don’t sell it, and we don’t use it to train AI models.
- The Service keeps and deletes Agency Data on the schedule your administrators set, within what your Order allows, and records each deletion in the audit log. It keeps audit log entries for at least two years. You decide how long your records must be kept under the records-retention schedules that apply to you, and set the Service to match.
- Your administrators can place a legal hold on all Agency Data or on chosen workflows. While a hold is in place, neither you, your users nor we will delete what it covers, until your administrators lift it or you tell us in writing to delete it.
- You can export Agency Data at any time. When an Order ends, you’ll have 90 days to export it. After that we delete it within 30 days, and we’ll confirm the deletion in writing if you ask. We keep it longer only where the law requires us to, or where a legal hold is still in place: then we keep what the hold covers, protected under these terms, until it is lifted or you tell us in writing to delete it. Audit log entries are kept until they are two years old, and then deleted.
- If the Service runs on your own infrastructure, Agency Data stays there, and we have access to it only if you give it to us for support.
6. Public records
- Agency Data remains your agency’s record and is subject to the public records and records-retention laws that apply to you. We will help you respond to records requests, legal holds and audits involving Agency Data, including by exporting it.
- If we receive a request for Agency Data from anyone other than you, including a subpoena, we’ll refer them to you and tell you promptly, unless the law forbids it.
- We understand these terms and your Order may be public records. If we consider part of them confidential or a trade secret, we’ll mark it, and you’ll decide on disclosure as your law requires.
7. Security
- We protect Agency Data with administrative, technical and physical safeguards appropriate to its nature, including encryption in transit and at rest, access limited to the staff who need it, and regular review of our controls. Our security page describes the Service’s controls.
- In our cloud, Agency Data is stored in the United States. The exceptions are listed on our subprocessors page.
- If we confirm that Agency Data has been accessed or disclosed without authorization, we will tell you without undue delay and no later than 72 hours after confirming it, or sooner if your law requires. We’ll tell you what we know, take reasonable steps to contain it, and cooperate with your investigation and any notices you must give.
- We will complete reasonable security questionnaires and provide the evidence of our controls that we have.
8. Companies that help us run the Service
We use the companies listed on our subprocessors page to run the Service. Each is bound to protect Agency Data at least as well as these terms require. We’ll tell you at least 30 days before we add or replace one. If you object on reasonable data-protection grounds and we can’t address the objection, you may end the affected Order and we’ll refund any prepaid fees for the time after it ends.
9. AI in the Service
- Your users can build workflows themselves, or with AI tools your agency chooses to connect to the Service. A connected tool acts only as the user who connected it, and your administrators decide which tools may connect. A workflow runs as fixed steps that your users can read and change before it runs.
- A workflow sends data to an AI model only where your users add a step that does, and only through an account your agency holds with that model’s provider. That provider handles the data under your agency’s agreement with it.
- Your agency decides how workflows are used, including whether a person reviews a step before it affects a resident. The Service lets you require that review with approval steps.
10. Acceptable use
You won’t, and won’t let anyone else:
- try to reverse-engineer the Service or extract its source code;
- get around its authentication or access controls;
- send malware through it or attack it, including by overloading it;
- use it to send communications the recipients haven’t agreed to receive where the law requires their agreement;
- use it to infringe anyone’s rights or to break the law.
11. Confidentiality
Each of us will protect the other’s confidential information and use it only for this agreement. This doesn’t stop you from disclosing anything your public records laws or other laws require you to disclose.
12. Ownership
We own the Service and everything we provide to run it. You own Agency Data, including the workflows your users build. If you give us feedback, we may use it without obligation to you.
13. Warranties
- We warrant that the Service will work materially as its documentation describes. If it doesn’t, tell us and we’ll fix it. If we can’t within 30 days, you may end the affected Order and we’ll refund the prepaid fees for the time after it ends.
- Except for this warranty and any in the Order, the Service is provided as it is, and we make no other warranties to the extent the law allows.
14. Indemnity
We will defend you against any third-party claim that the Service infringes their intellectual property, and pay any damages and costs finally awarded or agreed in settlement. You’ll tell us about the claim promptly and let us control the defense, subject to your law and your right to your own counsel. This doesn’t cover claims caused by Agency Data or by changes or combinations we didn’t make. You are not asked to indemnify us.
15. Liability
- Neither of us is liable for indirect or consequential losses, or for lost profits or revenue.
- Each party’s total liability under an Order is limited to the fees paid or payable under it in the 12 months before the claim.
- These limits don’t apply to our indemnity in section 14, to our breach of section 7 (security), to either party’s gross negligence or wilful misconduct, or where your law doesn’t allow a limit.
16. Ending the agreement
- Either of us may end an Order if the other materially breaches these terms and doesn’t fix it within 30 days of written notice.
- We may suspend access only to stop a security threat or serious misuse, and only as far as needed. We’ll tell you first if we can, and restore access as soon as the cause is resolved.
- Sections 5, 6, 11, 12, 14, 15 and 18 continue after an Order ends.
17. Insurance and accessibility
- We maintain commercially reasonable insurance, including technology errors and omissions and cyber liability insurance, and will provide certificates on request.
- We work to make the Service accessible to people with disabilities, will describe its accessibility on request, and will work with you to remove barriers your users report.
18. Law and disputes
These terms are governed by the laws of the state in which your agency is located, and disputes will be heard in that state’s courts, unless the Order says otherwise. Before going to court, each of us will first try to resolve the dispute through good-faith discussion between people with authority to settle it.
19. General
- We’ll comply with the laws that apply to us in providing the Service, including anti-discrimination laws.
- We are an independent contractor. Neither of us may assign an Order without the other’s consent, except to a successor of all of our business, who must take on these terms.
- Notices must be in writing and sent to the addresses in the Order. Our address for notices is also support@lodol.com.
- If any part of these terms can’t be enforced, the rest still applies.