LinkLive Terms & Conditions

LinkLive SaaS Terms and Conditions

These LinkLive SaaS Terms and Conditions (“Terms”), together with any ordering document that incorporates these Terms (together, the "Agreement") is a binding contract between the customer identified in an applicable quote, proposal, or other ordering document (“Order”) (collectively "Customer," "you," or "your") and Revation Systems, Inc d/b/a LinkLive. (“LinkLive”, “we," or "us"). 

This Agreement becomes effective upon the execution of an Order between Customer and LinkLive. The person executing an Order on Customer’s behalf represents and warrants that they are authorized to enter into this Agreement on behalf of Customer.

1. 1. Scope of Services.  This Agreement governs Customer’s access to and use of LinkLive’s software-as-a-service communications offering and related services described in an Order (collectively, “Services”).  The scope of Services available to Customer may vary based on the level of Services identified in an Order.  
   2. Customer Data.  Subject to Customer’s compliance with the terms of this Agreement, Customer and its Authorized Users may capture or submit information, data, and other content, in any form or medium (“Customer Data”) to or through the Services. As between LinkLive and Customer, Customer retains ownership and responsibility of Customer Data. Customer is solely responsible for the content of any Customer Data and for ensuring that it has all necessary rights and consents necessary to provide Customer Data to LinkLive. 
   3. Third-Party Products.  The Services may allow Customers to connect or integrate with third-party products not provided or made available by LinkLive (“Third-Party Products”). LinkLive has no liability for any Third-Party Products or Customer’s use thereof.
   4. Service Moves. Service(s) may not be moved from a contracted address without written notification from Customer to LinkLive.  Should Customer fail to notify LinkLive of a service move, then LinkLive, in its sole discretion, may immediately suspend any applicable Service(s) until such time as LinkLive processes a “move order” initiated by Customer.  Failure to notify LinkLive of an intended service move may result in Service(s) being 911/E911 non-compliant, if otherwise applicable.  Customer understands that said failure may cause incorrect routing of emergency services and any consequences of such rest solely with Customer.  Additionally, Customer understands that continuation of Services with respect to any existing numbers may be restricted by the location of the moved service.

• Authorized Users. Subject to Customer’s compliance with the terms and conditions of this Agreement, LinkLive hereby grants Customer a revocable, non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Services during the Term solely for Customer’s internal business operations by Customer’s employees, consultants, contractors, customers and agents who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement (“Authorized Users”). For clarity, Customer may grant access to the employees, consultants, contractors, customers, and agents of Customer’s Affiliates. As used herein, “Affiliate” means any other person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, a party. The term "control" (including the terms "controlled by" and "under common control with") means the direct or indirect power to direct or cause the direction of the management and policies of a party, whether through the ownership of voting securities, by contract, or otherwise/ownership of more than fifty percent (50%) of the voting securities of a party.

1. 1. Access Provisioning. LinkLive will assist Customer in initial implementation of the Services as described in an Order. Customer’s designated administrator will be able to (i) create additional Authorized User accounts under the Customer account and (ii) designate certain role-based permissions. All such individuals will be considered Authorized Users under Customer’s account for which Customer remains responsible. 
   2. Documentation License. Subject to the terms and conditions contained in this Agreement, LinkLive hereby grants you a non-exclusive, non-sublicensable, non-transferable license for Authorized Users to use any user manuals, handbooks, FAQs, or other guides relating to the Services provided by LinkLive to customers generally (“Documentation”) during the Term solely for Customer’s internal business purposes in connection with use of the Services.
   3. Use Restrictions. Customer shall not, and shall not permit any Authorized Users or any other person to use the Services, any software component of the Services, or Documentation for any purposes beyond the scope of the access granted in this Agreement. You shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services, any software component of the Services, or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation except as expressly permitted under this Agreement; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services or Documentation; or (v) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, regulation, or rule.
   4. Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, LinkLive may monitor Customer's use of the Services and collect and compile data and information related to Customer's use of the Services to be used by LinkLive in an aggregated and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services ("Aggregated Statistics"). As between LinkLive and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by LinkLive. Customer acknowledges that LinkLive may compile Aggregated Statistics based on Customer Data input into the Services. 
   5. Reservation of Rights. LinkLive reserves all rights not expressly granted to Customer in this Agreement with regard to the Services, Documentation, and any and all intellectual property provided to Customer or any other Authorized User in connection with the foregoing (“LinkLive IP”). LinkLive IP includes Aggregated Statistics, but does not include Customer Data.
   6. Suspension. Notwithstanding anything to the contrary in this Agreement, LinkLive may temporarily suspend Customer's and any other Authorized User's access to any portion or all of the Services if: (i) LinkLive reasonably determines that (A) there is a threat or attack on any of the LinkLive IP; (B) Customer's or any other Authorized User's use of the LinkLive IP disrupts or poses a security risk to the LinkLive IP or to any other customer or vendor of LinkLive; (C) Customer or any other Authorized User is using the LinkLive IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) LinkLive’s provision of the Services to Customer or any other Authorized User is prohibited by applicable law; (ii) any vendor of LinkLive has suspended or terminated LinkLive’s access to or use of any third-party services or products required to enable Customer to access the Services; or (iii) in accordance with 5 (any such suspension described in subclause (i), (ii), or (iii), a "Service Suspension"). LinkLive shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. LinkLive shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Services Suspension is cured.

• Account Use. Customer is responsible and liable for all uses of the Services and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users. Customer shall use reasonable efforts to make all Authorized Users aware of this Agreement's provisions as applicable to such Authorized User's use of the Services and shall cause Authorized Users to comply with such provisions. Without limiting the foregoing, Customer is responsible for keeping all passwords and access credentials associated with the Services confidential. Customer will not sell or transfer them to any other person or entity other than Authorized Users. Customer will notify LinkLive immediately of any unauthorized access to or use of Customer’s account and to change (or instruct changes to) passwords immediately if Customer suspects security has been compromised. 

1. 1. Customer Data. Customer hereby grants to LinkLive a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for LinkLive to provide the Services to you. Customer will ensure that Customer Data and any Authorized User's use of Customer Data will not violate any policy or terms referenced in or incorporated into this Agreement or any applicable law. Customer is solely responsible for the development, content, operation, maintenance, and use of Customer Data.

• Availability.  LinkLive will use commercially reasonable efforts to make the Services generally available 24 hours a day, 7 days a week, except for any unavailability caused by circumstances beyond LinkLive's reasonable control.  LinkLive will use commercially reasonable efforts to give Customer at least twenty-four (24) hours prior notice of all scheduled outages of the Services that are anticipated to have a material effect on availability

1. 1. Support. LinkLive will perform identification, diagnosis, and correction of any reproducible failure of the Services to ensure the Services operate in all material respects in accordance with the Performance Warranty (defined below) or other requests for assistance, by the provision of help desk technicians available 24 x 7. Customer must provide sufficient information as required for LinkLive to replicate or investigate any reported error, and shall provide reasonable cooperation and further information to LinkLive to facilitate the investigation. LinkLive will make reasonable efforts to respond to all support requests based on the level of priority LinkLive assigns to each request.
   2. Exclusions for Certain Services. For clarity, the commitments of this Section shall not apply to any free Services (e.g. trial level subscriptions). Free services are provided without any availability commitments, support, or service level commitments, any post-termination transition periods, or any warranties. 

• Fees & Payments.  Unless otherwise agreed in an applicable Order, all subscription-based fees will be invoiced annually in advance (for clarity, the annual subscription fees for the first year of Services will be invoiced by LinkLive upon the Effective Date, and any renewals will be invoiced on the anniversary of the Effective Date), and any usage or consumption based fees will be invoiced in arrears on a monthly basis.  Unless otherwise agreed in an applicable Order, LinkLive will invoice fifty percent (50%) of all professional services fees in advance, and the remaining fifty percent (50%) upon the service commencement date. Unless otherwise agreed in an Order, Customer shall pay LinkLive all fees as further described on the applicable Order ("Fees") within thirty (30) days from the invoice date without offset or deduction. Except as expressly stated herein, payments for subscription terms are non-refundable. Customer shall make all payments hereunder in US dollars on or before the due date. If Customer fails to make any payment when due, without limiting LinkLive’s other rights and remedies: (i) LinkLive may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Customer shall reimburse LinkLive for all reasonable costs incurred by LinkLive in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees; and (iii) if such failure continues for thirty (30) days after the payment due date and after written notice from LinkLive, LinkLive may suspend Customer's and all other Authorized Users' access to any portion or all of the Services until such amounts are paid in full. 

1. 1. Rate Increases. Unless otherwise agreed in an Order, fees will increase annually by the greater of: (a) 3.5%; or (b) the most recently published CPI-U (Consumer Price Index-All Urban Consumers). 
   2. Overages. Customer’s use of the Services is limited to the usage limits specified in the Order. If Customer’s use exceeds the usage metrics described on the Order, LinkLive reserves the right to review and invoice the excess usage in accordance with the terms of the Order. 

1. 1. Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on LinkLive’s income.

• As between LinkLive and Customer, (a) LinkLive own all right, title, and interest, including all intellectual property rights, in and to the Services and LinkLive IP and (b) Customer owns all right, title, and interest, including all intellectual property rights, in and to Customer Data. 

1. 1. If Customer or any Authorized User chooses to provide us any feedback, comments or ideas about the Services (for example, ideas about how might update or improve the Services), such feedback, comments and ideas will be considered non-personal, non-confidential to you and non-proprietary to you and you agree that we are free to use them for any purpose in our sole discretion.

• LinkLive warrants that (i) LinkLive will perform all professional services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services (“Services Warranty”) and (ii) the Services, when accessed and used in accordance with this Agreement, will conform in all material respects to the then-current Documentation (“Performance Warranty”). LinkLive does not make any representations or guarantees regarding uptime or availability of the Services unless specifically identified in an applicable Service Level Agreement. To the extent any Service Level Agreement applies, the remedies set forth in the Service Level Agreement are Customer's sole remedies and LinkLive’s sole liability under the Performance Warranty. THE PERFORMANCE WARRANTY DOES NOT APPLY, AND LINKLIVE STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY PRODUCTS.

1. 1. Customer Warranty. Customer warrants that it owns all right, title, and interest, including all intellectual property rights, and has obtained any and all consents necessary to provide Customer Data.
   2. DISCLAIMER.  EXCEPT FOR THE PERFORMANCE WARRANTY, THE SERVICES ARE PROVIDED "AS IS" AND LINKLIVE SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. LINKLIVE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. LINKLIVE MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER OR ANY OTHER PERSON'S OR ENTITY'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY'S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. 
   3. 911 / E911 MATTERS. CUSTOMER ACKNOWLEDGES, UNDERSTANDS, AND AGREES THAT LINKLIVE’S VOICE SERVICE IS INTERNET BASED AND THEREFORE 911/E911 SERVICES ARE DIFFERENT FROM TRADITIONAL WIRELINE BASED SERVICES AND ARE OR MAY BE ONLY PROVIDED WITH CERTAIN SERVICES IF SPECIFICALLY DEFINED IN THE AGREEMENT. CUSTOMER ACKNOWLEDGES AND AGREES THAT NEITHER LINKLIVE, ITS UNDERLYING CARRIER(S), NOR ANY OTHER THIRD PARTIES INVOLVED IN THE ROUTING, HANDLING, DELIVERY, OR ANSWERING OF EMERGENCY SERVICES OR IN RESPONDING TO EMERGENCY CALLS, NOR THEIR OFFICERS OR EMPLOYEES, MAY BE HELD LIABLE FOR ANY CLAIM, DAMAGE, LOSS, FINE, PENALTY OR COST (INCLUDING, WITHOUT LIMITATION, ATTORNEYS FEES) AND CUSTOMER HEREBY WAIVES ANY AND ALL SUCH CLAIMS OR CAUSES OF ACTION, ARISING FROM OR RELATING TO THE PROVISION OF ALL TYPES OF EMERGENCY SERVICES TO CUSTOMER. CUSTOMER FURTHER AGREES AND ACKNOWLEDGES THAT IT IS INDEMNIFYING AND HOLDING HARMLESS LINKLIVE FROM ANY CLAIM OR ACTION FOR ANY CALLER PLACING SUCH A CALL WITHOUT REGARD TO WHETHER THE CALLER IS AN EMPLOYEE OR CUSTOMER OF CUSTOMER. CUSTOMER ACKNOWLEDGES AND AGREES THAT ANY INJURY ARISING OUT OF A LACK OF OR MISROUTING OF 911 CALLS, REGARDLESS OF WHETHER THE CALL FAILED OR WAS ROUTED BY A PUBLIC SAFETY ANSWERING POINT OR AN OFFICIAL EMERGENCY OPERATOR, IS NEITHER THE FAULT NOR LIABILITY OF LINKLIVE AND CUSTOMER HOLDS LINKLIVE AND ITS SUBSIDIARIES AND AFFILIATES, AS WELL AS THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES AND AGENTS HARMLESS FROM ANY DAMAGES OR LIABILITIES. THE LIMITATIONS APPLY TO ALL CLAIMS REGARDLESS OF WHETHER THEY ARE BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, PRODUCT LIABILITY, TORT AND ANY OTHER THEORIES OF LIABILITY.

• LinkLive Indemnification. LinkLive shall indemnify, defend, and hold harmless Customer and its and its officers, directors, employees, agents, successors, and assigns (“Indemnitees”) from and against any and all losses, damages, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance LinkLive (“Losses”) incurred by such Indemnitee resulting from any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at law, in equity, or otherwise (“Action”) by a third party arising from (i) any allegation that Customer’s use of the Services (excluding Customer Data and Third-Party Products) in accordance with this Agreement infringes or misappropriates such third party's intellectual property rights (each, an “IP Action”); or (ii) gross negligence or willful misconduct of LinkLive and its personnel in the provision of Services. The foregoing obligation with respect to an IP Action does not apply to the extent that the alleged infringement arises from:  (w) Third-Party Products or Customer Data; (x) access to or use of the Services in combination with any hardware, system, software, network, or other materials or service not provided by LinkLive or specified for Customer's use in the Documentation; (y) modification of the Services other than by or on behalf of LinkLive; (z) Customer’s indemnification obligations.

1. 1. Customer Indemnification. Customer shall indemnify, defend, and hold harmless LinkLive and its Indemnitees from and against any and all Losses incurred by such Indemnitee resulting from any Action by a third party arising out of or result from, or are alleged to arise out of or result from:  (i) Customer Data or any other materials or information provided by or on behalf of Customer or any Authorized User to LinkLive; (ii) any allegation of facts that if true would constitute Customer’s violation of the restrictions of Section 2(d) of this Agreement; or (iii) gross negligence or willful misconduct of Customer or its Authorized Users in connection with this Agreement.
   2. Indemnification Procedure. Each party shall promptly notify the other party in writing of any Action for which such party believes it is entitled to be indemnified under this Agreement. The party seeking indemnification (the "Indemnitee") shall cooperate with the other party (the "Indemnitor") at the Indemnitor's sole cost and expense. The Indemnitor shall promptly assume control of the defense, at the Indemnitor's sole cost and expense. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. The Indemnitor shall not settle any Action on any terms or in any manner that adversely affects the rights of any Indemnitee without the Indemnitee's prior written consent, which shall not be unreasonably withheld or delayed. The Indemnitee's failure to perform any obligations under this Section will not relieve the Indemnitor of its obligations under this Section, except to the extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such failure.

• CONSEQUENTIAL DAMAGES. EXCEPT FOR A PARTY’S INDEMNITY OBLIGATIONS, IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. 

1. 1. AGGREGATE LIABILITY. EXCEPT FOR EACH PARTY’S INDEMNITY OBLIGATIONS AND CUSTOMERS PAYMENT OBLIGATIONS HEREUNDER, IN NO EVENT WILL A PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO LINKLIVE UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. UNDER NO CIRCUMSTANCE WILL EACH PARTY’S LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THEIR INDEMNITY OBLIGATIONS EXCEED TWO (2) TIMES THE TOTAL AMOUNT PAID OR PAYABLE DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. 

• The term of this Agreement will commence on the Effective Date and will continue for the term of any Order(s) (as defined below) entered into pursuant to this Agreement (“Term”).  Each Order will commence on the date specified in the Order and continue for the term identified in the Order (“Initial Order Term”). Unless otherwise agreed in an Order, upon expiration of the Initial Order Term, the Order will automatically extend additional consecutive one-year terms (each a “Renewal Term”) until the Order is terminated pursuant to the terms herein.  

1. 1. Either party may terminate this Agreement upon written notice to the other party in the event that no Orders are active. The terms of this Agreement shall continue to apply to any active Order.
   2. Either party may terminate any applicable Order(s) as of the end of the then-current Initial Order Term or Renewal Term by written notice of its intent not to renew not less than ninety (90) calendar days.   
   3. LinkLive will disconnect, or will cause to be disconnected, such Service(s), pursuant to such written notice.  Customer will notify LinkLive of any and all requests for termination or disconnection of Services, including, without limitation, the porting out of billable telephone numbers, whether port outs are known or unknown by Customer; Customer remains solely responsible for all billable charges related to ported out numbers.
   4. Either party may terminate this Agreement or an applicable Order by written notice of termination to the other party effective as of the date specified in such notice if the other party materially breaches these Terms or any Order provided that such breach (i) cannot be cured; or (ii) being capable of cure, remains uncured thirty (30) days after the breaching party receives written notice thereof.
   5. Either party may terminate this Agreement and any Order(s), effective immediately, by written notice if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit of its creditors; or (v) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
   6. Upon termination of this Agreement and/or any applicable Order(s), then LinkLive may collect from Customer: (i) all amounts due and payable pursuant to this Agreement through the effective date of termination; (ii) the total of all minimum commitments, if any, for any Service(s) for the remainder of the Term applicable pursuant to any applicable Order(s);  (iii) any early termination charges, if any have been mutually agreed upon by the parties and specified in any applicable Order(s), or any other document or agreement between Customer and LinkLive (“Early Termination Charges”).  Customer acknowledges and agrees that the damages arising due to the early termination of this Agreement would be difficult to determine and, therefore, for the sake of efficiency, economy and convenience, any Early Termination Charges constitute liquidated damages and are not intended as a penalty or to be punitive in nature. If any monthly minimum commitment applies to any Service(s) described in any applicable Order, or any other document or agreement between Customer and LinkLive and Customer terminates the Order for any reason at any time prior to the completion of the Initial Order Term, Customer will pay to LinkLive an Early Termination Charge equal to (i) the applicable monthly minimum commitment, multiplied by (ii) the number of months remaining in the Initial Order Term (pro rated for any partial months remaining in the Initial Order Term).
   7. If this Agreement is terminated for any reason other than default LinkLive will, upon Customer’s written request, continue to provide the Service(s) for a mutually agreed time period immediately after such termination, not to exceed ninety (90) days (the “Wind Down Period”), to enable Customer to locate and transition to an alternative providers. During the Wind Down Period, the charges set forth and payment terms prescribed in this Agreement will remain applicable, including, without limitation, any then-applicable monthly minimum commitment.  A Wind Down Period will not apply upon the expiration of the Initial Term or any Renewal Term if Customer gives notice of nonrenewal to LinkLive pursuant to Section 12(c).
   8. Survival. Any right, obligation, or required performance of the parties in this Agreement which, by its express terms or nature and context is intended to survive termination or expiration of this Agreement, will survive any such termination or expiration.

• Amendment and Modifications; Waiver. Customer acknowledges and agree that LinkLive has the right to modify the Services and any other policy or document incorporated into the Agreement by reference from time to time.  No amendment to or modification of this Agreement (other than a change permitted under this Section 13(a) is effective unless it is in writing, identified as an amendment to this Agreement and signed by each party. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

1. 1. Publicity.  Customer grants LinkLive the right to use Customer’s name, mark and logo on LinkLive’s website(s) and in Provider’s marketing materials and to publicly identify Customer as LinkLive’s customer from time to time during the Term.    
   2. Compliance with Laws. The Parties acknowledge that the Services governed by this Agreement are of U.S. origin and each party shall comply with all applicable international and national federal laws, regulations, and rules that apply to the use or provision of the Services, including any applicable export control laws.
   3. US Government Rights. Each of the software components that constitute the Services and the Documentation is a "commercial product" as that term is defined at 48 C.F.R. § 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. § 12.212. Accordingly, if you are an agency of the US Government or any contractor therefor, you receive only those rights with respect to the Services and Documentation as are granted to all other end users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government customers and their contractors.
   4. Governing Law and Jurisdiction. This agreement is governed by and construed in accordance with the internal laws of the State of Minnesota without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Delaware. Any legal suit, action, or proceeding arising out of or related to this agreement or the rights granted hereunder will be instituted in the federal courts of the United States or the courts of the State of Minnesota, and each party irrevocably submits to the jurisdiction of such courts in any such suit, action, or proceeding.
   5. Entire Agreement.  This Agreement, together with an Order and any policies or agreements incorporated herein by reference, constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. In the event of a conflict between the language of this Agreement and an Order, the Order shall control. If Customer requires a purchase order, no terms of such purchase order will apply, be incorporated, or add to the terms of this Agreement.
   6. Notices.  Any notices to must be addressed to a party at the address given on an applicable Order (or such other address provided by a party in accordance with this paragraph) and delivered either in person, by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, and are deemed given upon receipt by us. Notwithstanding the foregoing, Customer hereby consents to receiving certain electronic communications from LinkLive through the Services, which may include notices about usage levels, associated charges, and upcoming maintenance or updates. 
   7. Severability.  The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. 
   8. Assignment.  Neither party shall assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance under this Agreement, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without the other party’s prior written consent, provided that the non-assigning party’s prior written consent is not required in the event of a change of control, sale of substantially all assets, sale of equity, merger, nor an internal reorganization with respect to a party. No assignment, delegation, or transfer will relieve a party of any of its obligations or performance under this Agreement. Any purported assignment, delegation, or transfer in violation of this Section is void. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective successors and permitted assigns.
   9. Force Majeure.  Other than payment obligations, neither party will be liable or responsible to the other party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by any circumstances beyond such party’s reasonable control (a "Force Majeure Event"). Either party may terminate this Agreement if a Force Majeure Event affecting the other party continues substantially uninterrupted for a period of thirty (30) days or more.
   10. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
   11. Equitable Relief. Each party acknowledges and agrees that a breach or threatened breach by such party of any of its obligations under Section 6 or, in the case of Customer, Section 2(d) would cause the other party irreparable harm for which monetary damages may not be an adequate remedy and that, in the event of such breach or threatened breach, the other party will be entitled to seek equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.