1. OVERVIEW

Welcome to the family of services provided by Liine, Inc. (“Liine”). These Terms of Service and, as applicable, the Order Form (collectively, the “Agreement”) apply to all Services and Software provided by Liine, including, but not limited to, software hosting, reporting, monitoring, support, onboarding, training and coaching services (“Services”) and to Liine’s provision of the software products set forth in the Order Form (“Software”).

In order to make use of the Services or Software provided by Liine, you (hereinafter referred to as “you” or “your”) must first read this Agreement and accept it. You may not avail yourself of the Services or Software if you do not accept this Agreement and the terms therein. You accept the terms of the Agreement by signing the Liine Order Form (“Order Form”) or by using the Liine Services or Software. In the latter case, you understand and agree that we will treat your use of the Services and Software as acceptance of the terms of this Agreement from that point onwards.  The date on which you sign the Order Form is herein referred to as the Effective Date (“Effective Date”).

By signing the Order Form or using the Services or Software, you represent that you have read and agree to the terms and conditions of this Agreement.

If you are accepting on behalf of your employer or another entity, you represent and warrant that: (i) you have full legal authority to bind your employer, or the applicable entity, to this Agreement; (ii) you have read and understand this Agreement; and (iii) you agree, on behalf of the party that you represent, to this Agreement. If you don’t have the legal authority to bind your employer or the applicable entity, please do not sign the Order Form or use the Services or Software.

Liine reserves the right to change the terms of this Agreement from time to time. Any updates to these Terms shall be posted on this website. You acknowledge your responsibility to review these Terms from time to time and to be aware of any such changes. By continuing to use any of the Liine Services or Software after we post any such changes, you accept the terms of this Agreement, as modified.

2. SERVICES

Subject to the terms of this Agreement, Liine will, for the Term specified on the Order Form, provide you the Services described on the Order Form. Liine may from time to time make available to you additional services for an additional charge. If (a) Liine sends you an email to describing the additional services and the fees for such services and (b) you commence using such services in any respect, then (i) you must pay such additional fees for the Term and (ii) the Order Form will be deemed amended to include such additional fees and services as part of the Services.

3. SOFTWARE; OWNERSHIP

3.1  Software Authorization.  Provided that you comply with this Agreement, Liine authorizes you, during the Term and on a non-exclusive, non-transferable basis, to access and use the Software (on a remote, software-as-a-service basis only) strictly in accordance with this Agreement and the then-current online, electronic and written user documentation and guides Liine makes available to you which describe the functionality, components, features or requirements of the Software, as Liine may update from time to time in its discretion (the “Documentation”).  This authorization also permits you to access and use the Documentation during the Term in support of your permitted uses of the Software.

3.2  Software Limitations and Restrictions.  You must use commercially reasonable efforts to prevent unauthorized access to or use of the Software.  You must not, and you must not permit any other person or entity to, access or use the Software except as Liine has specifically allowed in this Agreement.  Without limiting the generality of the foregoing, except as Liine has specifically allowed in this Agreement, you and your authorized users and end users must not do any of the following: (i) copy, modify, adapt, translate or create derivative works or improvements of the Software or any portion thereof; (ii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Software or any features or functionality of the Software to any other person or entity for any reason, including by making the Software available through any time-sharing, service bureau or software as a service arrangement; (iii) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive, gain access to or discover the source code of the Software or the underlying structure, ideas, know-how, algorithms or methodology relevant to the Software; (iv) input, upload, transmit or otherwise provide to or through the Software any information or materials that are unlawful or that contain, transmit or activate any viruses, malware, ransomware or other harmful or malicious code, scripts or routines; (v) bypass, breach or disable any security device, copy control, digital rights management tool or other protection used by the Software; (vi) remove any proprietary notices from the Software or any other Materials (as defined below) Liine provides to you; (vii) share an authorized user’s access credentials with any person or permit use of an authorized user’s access credentials by any person, other than the authorized user with whom the access credentials are associated; (viii) attempt to gain unauthorized access to, damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner (A) the Software, (B) the server on which the Software is hosted or stored, (C) any server, computer or database connected to the Software, or (D) Liine’s ability to provide services to any other person or entity; (ix) access or use the Software in any way that infringes, misappropriates or otherwise violates any intellectual property right, privacy right or other right of any third party, or that violates any applicable law or regulation; (x) access or use the Software for purposes of (A) developing, producing, marketing, distributing, licensing or selling any product or service that may compete with the Software, or (B) disclosing to Liine’s competitors, for any purpose, otherwise non-public information about the Software; (xi) access or use the Software in any manner contrary to any additional volume or usage limitations or restrictions set forth in the Order Form; or (xii) knowingly aid or assist any affiliate, authorized user or other person or entity in taking any of the actions prohibited by this Section 3.2.  You will ensure your authorized users’ and end users’ compliance with this Agreement and be responsible and liable to Liine for any act or omission of an end user or authorized user (or any other employee, contractor or agent under your control or direction or acting on your behalf) that would be a breach or violation of this Agreement had you performed the act or omission yourself.

3.3  Changes to the Software.  Liine may make any changes to the Software (including, without limitation, the design, look and feel, functionality, content, material, information and/or services provided via the Software) that it deems necessary or useful to improve the Software or for any other reason, from time to time in its discretion.  Such changes may include upgrades, bug fixes, patches, error corrections, modifications, enhancements, improvements and/or new features (collectively, “Updates”).  All Updates shall be deemed a part of the Software governed by all the provisions of this Agreement pertaining thereto. Liine may from time to time make available to you additional Software functionality for an additional charge. If (a) Liine sends you an email to describing the additional functionality and the fees for such functionality and (b) you commence using such functionality in any respect, then (i) you must pay such additional fees for the Term and (ii) the Order Form will be deemed amended to include such additional fees and functionality as part of the Software.

3.4  Intellectual Property.  In connection with providing the Services Liine may use materials (including, but not limited to, instructional videos, evaluation forms, sales scripts, sales messaging, reports, talk tracks and educational materials) (collectively, “Materials”). All Materials and Software (whether unaltered or configured, customized or enhanced at your direction or otherwise; in physical or electronic form) and all related intellectual property rights shall be the sole and exclusive intellectual property of Liine and are licensed to you for the sole purpose of your internal use. Save as expressly set out in this Agreement, you will treat Materials as the Confidential Information of Liine (and subject to the terms of Section 6) and will not distribute or share Materials with any third party or use Materials for any purpose other than internal use per the terms of this Agreement. Liine reserves all rights not expressly granted in this Agreement, and no licenses are granted by Liine except for those expressly set forth under this Agreement.

3.5  Your Content.  As between you and Liine, you will own any information, data, text, content, videos, images, audio recordings, graphics, and /or other types of content, information and/or data that you post, provide, or upload to the Software or provide to Liine as part of its Services, or collect through the Software (collectively, your “Content”) including all related intellectual property rights, excluding the Materials and Software. To enable Liine to provide the Services and Software, you grant to Liine a non-exclusive, non-transferable, revocable, royalty-free, license, to access, use, and copy, your Content as necessary to provide the Services and Software for your benefit and for the purposes set forth in Section 3.6 below.  Except as set forth in Section 3.6 below, Liine will use and disclose your Content only to provide the Services and perform its obligations under this Agreement, or otherwise in accordance with agreed-upon written instructions that you provide to Liine.

3.6  Aggregated and De-identified Data. In the course of providing the Software or Services, Liine may obtain or derive from your Content and your use of the Software and Services data related to (i) your participation in the Software or Services; and (ii) your performance and results both prior to and after the Software and Services have been provided. Notwithstanding anything to the contrary in this Agreement, Liine is free to use this data for any and all purposes; provided, that (1) all such data has been de-identified so that neither the identity of you nor any personally identifiable information for any individual has been disclosed, and (2) all such data is used only in an aggregated format such that no single transaction, company, event, or individual can be identified.

4. WARRANTIES; DISCLAIMERS; LIMITATION OF LIABILITY

4.1  You represent and warrant that: (i) your and your authorized users’ and end users’ collection and use of all of your Content and your Confidential Information (including your choice to upload and process the same to and through the Software as contemplated in this Agreement) is consistent with your own privacy policy and your license agreements and other agreements with third parties; (ii) you either own, or have all rights, permissions and consents that are necessary to store, use and process, and to permit Liine, its subcontractors and the Software to store, use and otherwise process as contemplated in this Agreement, all of your Content and your Confidential Information; (iii) Liine’s and its subcontractors’ access to and storage, use and other processing of your Content and your Confidential Information as contemplated by this Agreement does not and will not violate any applicable law, rule or regulation or infringe, misappropriate or otherwise violate any intellectual property right, privacy right or other right of any third party.

4.2  Liine warrants that it will perform all Services in a professional and workmanlike manner, using adequate resources and appropriately qualified personnel, and consistent with generally accepted standards of quality in its industry.  If Liine breaches this warranty, as your sole and exclusive remedy and Liine’s only obligation and liability to you, Liine will promptly re-perform the non-conforming Services at no additional cost to you.

4.3  Liine warrants that the Software will at all times during the Term substantially conform in all material respects to its Documentation and the written specifications expressly set forth by you and Liine in your Order Form.  However, the warranty in this Section does not apply to any non-conformance resulting from: (x) use of the Software in a manner inconsistent with this Agreement or its Documentation, (y) the operation of or access to your, your authorized user’s or end user’s or a third party’s system or network, or (z) your Content.

4.4  If Liine breaches the warranty set forth in Section 4.3, Liine will, at its sole option and expense, take any of the following steps to remedy such breach: (i) modify, fix or correct the Software to remedy such non-conformity; (ii) replace the non-conforming portion of the Software, as applicable, with functionally equivalent software; or (iii) if the remedies in clauses (i) and (ii) are not feasible by commercially reasonable standards, terminate this Agreement and promptly refund to you on a pro rata basis the share of any Software subscription fees prepaid by you for the future portion of the applicable subscription term that would have remained but for such termination (a “Refund of Fees”).  If Liine does not cure a warranty breach or terminate this Agreement as permitted by the immediately preceding sentence within 30 days after its receipt of written notice of such breach, then as your sole and exclusive remedy and as Liine’s only obligation and liability to you, you will have the right to terminate this Agreement and Liine will promptly provide to you a Refund of Fees.

4.5  EXCEPT AND SOLELY AS PROVIDED IN SECTIONS 4.2 AND 4.3 ABOVE, LIINE EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SOFTWARE OR SERVICES PROVIDED BY LIINE HEREUNDER; ALL SOFTWARE AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”; LIINE DOES NOT PROMISE OR GUARANTY ANY SALES RESULTS OR THAT THE SOFTWARE OR SERVICES WILL MEET ANY SPECIFIC REQUIREMENTS; AND LIINE DOES NOT WARRANT THAT THE USE OF THE SOFTWARE OR SERVICES WILL BE UNINTERRUPTED OR ERROR FREE.  YOU ACKNOWLEDGE THAT ANY PERFORMANCE RESULTS BASED ON YOUR USE OF THE SOFTWARE OR THE SERVICES PROVIDED UNDER THIS AGREEMENT ARE DEPENDENT ON A VARIETY OF FACTORS AND FUTURE MARKET CONDITIONS, AND YOUR RESULTS MAY VARY

4.6  UNDER NO CIRCUMSTANCES WILL LIINE BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND FOR ANY REASON WHATSOEVER, EVEN IF LIINE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OCCURRING. ADDITIONALLY, IN NO EVENT SHALL LIINE’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR LIINE’S OBLIGATIONS HEREUNDER EXCEED IN THE AGGREGATE THE AMOUNT OF FEES ACTUALLY PAID BY YOU TO LIINE UNDER THIS AGREEMENT DURING THE TWELVE (12)-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE FIRST CLAIM BY YOU AGAINST LIINE HEREUNDER. THE FOREGOING EXCLUSIONS AND LIMITATIONS OF LIABILITY SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE AND SHALL APPLY REGARDLESS OF THE LEGAL OR EQUITABLE THEORY UPON WHICH THE CLAIM IS BASED (WHETHER BASED ON BREACH OF CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, PRODUCTS LIABILITY OR OTHERWISE); PROVIDED HOWEVER NOTHING IN THIS AGREEMENT SHALL APPLY TO EXCLUDE OR LIMIT LIINE’S LIABILITY FOR DEATH OR PERSONAL INJURY IF CAUSED BY GROSS NEGLIGENCE OR ANY OTHER LIABILITY THAT CANNOT BY LAW BE EXCLUDED.

5. INDEMNIFICATION

For the purposes of this Section 5, “Claims” means any investigation by a governmental body, claim, suit, demand, action or proceeding, and “Losses” means any and all losses, damages, liabilities, deficiencies, 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 and the cost of pursuing any insurance providers.

Liine will defend you from and against any Claims brought by a third party and will indemnify and hold you harmless from any Losses incurred by you as a direct result of such third-party Claims, in each case to the extent the same are based on: (i) allegations that the Software or your use thereof (excluding your Content or Confidential Information) infringe any U.S. patent, copyright or trademark of such third party, or misappropriate the trade secret of such third party (each, an “Infringement Claim”); or (ii) Liine’s breach or violation of the HIPAA Business Associate Addendum (to the extent applicable to you).

Notwithstanding the foregoing, Liine will have no liability or obligation with respect to any Infringement Claim to the extent based upon or arising out of: (i) access to or use of the Software in combination with any hardware, system, software, network or other materials or service not provided by Liiine (or authorized in the Documentation or otherwise in writing by Liine); (ii) modifications or configurations made to the Software by anyone other than Liine or a party acting under its direction without Liine’s prior written consent; or (iii) any action taken by you, your authorized user or end user relating to use of the Software that violates this Agreement.

If the Software is, or in Liine’s opinion is likely to be, the subject of an Infringement Claim, or if your use of the Software is enjoined or threatened to be enjoined, Liine will, at its sole option and expense: (i) obtain the right for you to continue to use the allegedly infringing Software as contemplated by this Agreement, (ii) modify or replace the allegedly infringing Software to make such Software (as so modified or replaced) non-infringing, without causing a material loss of features or functionality, or (iii) if the remedies in clauses (i) and (ii) are not feasible within commercially reasonable standards, then Liine may terminate this Agreement upon written notice and without any liability to you and Liine will promptly provide a Refund of Fees.

THIS SECTION 5 STATES YOUR SOLE AND EXCLUSIVE REMEDY, AND LIINE’S ONLY OBLIGATION AND LIABILITY TO YOU, FOR ANY INFRINGEMENT CLAIMS IN REGARDS TO YOUR USE OF THE SOFTWARE UNDER THIS AGREEMENT.

You agree to indemnify, defend and hold us, our affiliates and licensors, each of our and their business partners and each of our and their respective employees, officers, directors and representatives, harmless from and against any and all claims, losses, damages, liabilities, judgments, penalties, fines, costs and expenses (including reasonable attorneys’ fees), arising out of or in connection with any claim arising out of your use of the Services in a manner not authorized by this Agreement, and/or in violation of this Agreement, the applicable restrictions or applicable laws, rules or regulations.

6. CONFIDENTIALITY

Each party agrees to maintain Confidential Information (as defined below) received from the other in confidence and, except as set forth herein or as required to perform its obligations hereunder, to neither use nor disclose such Confidential Information, without the prior written approval of the disclosing party, or as required to comply with any order of a court or any applicable rule, regulation or law of any jurisdiction.  In the event that a receiving party is required by judicial or administrative process to disclose Confidential Information of the disclosing party, it shall promptly notify the disclosing party and allow the disclosing party a reasonable time to oppose such process. Each receiving party may disclose the Confidential Information of the disclosing party to the receiving party’s employees and agents on a need-to-know basis, and each receiving party will be liable for the breach of this Agreement by its employees and agents. Each party shall protect Confidential Information of the other by using the same degree of care, but not less than a reasonable degree of care, to prevent unauthorized disclosure or use as that party uses to protect its own confidential information. The foregoing obligations shall remain in force for two (2) years following any termination or expiration of this Agreement. Upon termination or expiration of this Agreement, each party agrees to return or destroy all Confidential Information received from the other, at the written request of such other party; provided, however that each party may: (i) keep one copy of the Confidential Information for its records; and (ii) retain digital copies of Confidential Information that were created in the normal course of IT back-up and recovery procedures, and such copies of retained Confidential Information shall continue to be subject to the terms of this Agreement.

For the purposes of this Agreement, “Confidential Information” means any information received by one party (the “receiving party”) from the other party (the “disclosing party”) of which the receiving party has been informed or has a reasonable basis to believe is confidential to the disclosing party, unless such information: (1) was known to the receiving party prior to receipt from the disclosing party; (2) was lawfully available to the public prior to receipt from the disclosing party; (3) becomes lawfully available to the public after receipt from the disclosing party, through no act or omission on the part of the receiving party; (4) corresponds in substance to any information received in good faith by the receiving party from any third party without restriction as to confidentiality; or (5) is independently developed by an employee or agent of the receiving party who has not received or had access to such information.

7. COMPLIANCE  

7.1  You represent and warrant that you do not intend to and will not knowingly supply or use Liine Services, Software or Materials in violation of any law, rule or regulation.  You agree that you will immediately notify Liine if these circumstances change.  If you breach this Section 7, in addition to any other rights or remedies Liine may have, Liine may immediately terminate the Agreement.

7.2  You are responsible for using the Software and Services in a manner that complies with any laws that apply to your Content, including laws related to privacy, personal data, biometric data, data protection, and the recording and confidentiality of communications, and for configuring any features made available through the Software and Services in a manner that complies with your obligations under those laws or regulations.  You represent and warrant that you have obtained any authorizations or consents, and provided any notices, that are or may be required under those laws or regulations before using the Software and Services to collect, store, process, or transmit your Content.  To the extent you use any call recording features or functionality included with the Software, you acknowledge and agree that it is your responsibility (and you represent and warrant that you do) comply with local call recording laws, rules and regulations.

7.3  If and to the extent you are a “covered entity” or a “business associate” and your Content includes “protected health information,” as those terms are defined in 45 CFR § 160.103, the HIPAA Business Associate Addendum (“BAA”) attached as Exhibit A hereto will apply to Liine’s provision and your use of the Software and Services, and such BAA is incorporated herein by reference the same as if fully set forth herein.  You agree that the BAA will apply only to systems that Liine controls and operates to provide the Services, and only when you have applied the required configuration settings, if any, that Liine makes known to you in writing from time to time.  You further agree that the BAA will not apply to, and Liine will have no responsibility for, any third-party applications, systems, devices, or communications networks that you or others use to transmit your Content to or from, or otherwise communicate with, the Services, and that Liine does not act as, nor have the obligations of, a “business associate,” as defined in 45 CFR § 160.103, with respect to your Content when you send it to or from locations or recipients outside the Services.

7.4 Without limiting the generality of any other obligations you assume under these Terms of Service, you specifically represent and warrant that you are aware of, are in compliance with, and will remain in compliance with the U.S. Department of Health and Human Services current guidance on the use of online tracking and related technologies by HIPAA covered entities and business associates, and that you will immediately notify Liine if these circumstances change.

7.5 Liine may enable integrations between the Services and your own or certain third-party software or systems that you wish to use in conjunction with the Software (collectively, “Third-Party Systems”) to enable the communication of data between the Services and such Third-Party Systems. As between you and us, you will be solely responsible for obtaining (at your sole cost and expense) the appropriate licenses to and accounts on the Third-Party Systems that are necessary to enable such integrations using such application programming interfaces or other similar connectors (collectively, “APIs”). As between you and us, you will be responsible for verifying whether (and you hereby represent and warrant to us that) the establishment and on-going operation of any integrations between the Services and the Third-Party Systems as contemplated by this Agreement and your Order Form are and will be in compliance with the terms and conditions of the applicable license agreements for the Third-Party Systems and in compliance with applicable laws, rules and regulations (including, but not limited to, HIPAA where applicable). NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, ANY SUCH INTEGRATIONS ARE PROVIDED TO YOU BY LIINE “AS IS,” “AS AVAILABLE” AND WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND. Notwithstanding anything to the contrary in this Agreement, Liine does not make any, and Liine hereby disclaims any and all, representations or warranties with respect to the Third-Party Systems, including (but not limited to) any representations or warranties as to the quality, accuracy, availability, operation or performance of the Third-Party Systems or as to the capabilities, features or functionality, suitability, legality or appropriateness of such Third-Party Systems for use in your business or for use in connection with the Services, and you acknowledge and agree that we will not be liable to you or any other person or entity for losses, damages, costs or expenses of any kind or nature to the extent resulting from any failure, interruption, delay, error, breach (including breach of security) or other problem of or caused by any Third-Party Systems.

8. PAYMENT OF FEES

8.1  In consideration for the Software and Services, you will pay Liine the fees set forth in the Order Form in accordance with the terms therein (the “Fees”).  In addition, unless otherwise specified in your Order Form, in each Renewal Term all Fees may, in our discretion, be increased for the Renewal Term by not more than the greater of (a) five percent (5%) above the Fees prevailing in the immediately prior Initial Term or Renewal Term (as applicable), or (b) Inflation over the course of the immediately prior Initial Term or Renewal Term (as applicable), where “Inflation” means the percentage increase of the Consumer Price Index for All Urban Consumers (CPI-U) as published by the United States Bureau of Labor Statistics. If the Order Form specifies that you will pay fees based on a per minute basis, Liine shall bill for all minutes of usage for each call from the instant a call is initiated by, or connected to, the Liine network to the instant all parties to such call are disconnected. Call duration calculations will be rounded up to the nearest minute.

8.2  You acknowledge and agree that Liine is permitted to immediately suspend the provision of Software and Services to you (without notice) if payments are not received when due or if Liine is unable to charge your Payment Method as set forth in Section 8.5 below. During such suspension you will not be able to use the Software or Services. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection.

8.3  The Fees do not include taxes and similar assessments.  Liine will pass along to you the cost of any sales and excise (and other similar) taxes, duties and charges of any kind imposed by a governmental authority on amounts payable under this Agreement, other than taxes imposed on Liine’s income, property or employees.  If any such amounts are owed to a governmental authority, Liine will calculate the amount of the obligation and include this on your bill or invoice, and (following payment by you to Liine) Liine will remit those amounts to the applicable authority.  If you are exempt from such taxes, you must provide Liine with a true, up-to-date and complete copy of your direct pay permit or exemption certificate..

8.4    All purchases are final.  All payment obligations are non-cancelable.  Except as expressly set forth in this Agreement, all amounts paid hereunder are nonrefundable and Liine does not provide any refunds except in the event that you terminate this Agreement due to an uncured material breach by Liine, Liine will provide you with a refund of the unused portion of all pre-paid amounts, adjusted pro rata, to account for Software and Services not provided after the date of termination.

8.5   You will make all payments to Liine in U.S. dollars.  If and to the extent Liine has agreed in writing to invoice you for any Fees for Software and Services, then (i) Liine will invoice you on the schedule set forth on the Order Form or as otherwise agreed in writing by Liine, and invoiced amounts are due thirty (30) days from the invoice date, and (ii) you are responsible for providing complete and accurate billing and contact information (e.g., for delivery of invoices to you), and notifying Liine of any changes to that information.  In all other cases, the following billing and payment procedures apply:  You must provide Liine with a current and valid method of payment for recurring Fees that is accepted by Liine such as a credit card or debit card (as such may be updated by you from time to time, “Payment Method”), and by providing your Payment Method information to Liine you hereby authorize Liine to charge you the Fees as set forth in the Order Form (as such fee may be changed pursuant to the terms of this Agreement) using the specified Payment Method. Fees for Software and Services will be billed as set forth in the Order Form. You will receive an email notification of each charge made against your Payment Method. Liine reserves the right to change the timing of the Fee billing in the event that the Payment Method has not successfully settled. As used in this Agreement, “billing” shall indicate a charge, debit or other payment clearance, as applicable, against your Payment Method. You may change your Payment Method information by contacting Liine at accounting@liine.com. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and you do not edit your Payment Method information or cancel your account, you shall remain responsible for any uncollected amounts and authorize Liine to continue billing the Payment Method, as it may be updated. This may result in a change to the payment billing dates.

9. TERM AND TERMINATION

9.1  Subject to earlier termination as provided in Section 9.2, this Agreement will be for the initial term specified in the Order Form (the “Initial Term”).  Following the expiration of the Initial Term or the then-current Renewal Term, this Agreement will automatically renew for the period of time set forth in the Order Form (the “Renewal Term” and, together with the Initial Term, the “Term”); provided, however, that if a Party does not wish for the Term of this Agreement to renew, such party may cause this Agreement to expire at the end of the Initial Term or then-current Renewal Term by providing written notice of the same to the other party at least 30 days prior to the expiration of the Initial Term or the then-current Renewal Term. Notice of non-renewal or any termination by you must be provided to Liine by email using the email address identified by Liine for such purpose and will be effective upon providing such notice.  Notice of non-renewal or any termination by Liine must be provided to you by email using the email address set forth in the Order Form, and will be effective upon providing such notice.

9.2  In addition to any other remedies a party may have, either party may terminate this Agreement upon thirty (30) days’ written notice, if the other party materially breaches any of the terms or conditions of this Agreement and such breach is not cured within the thirty (30) day period.

9.3  Upon the expiration or termination of this Agreement, Liine will have no further obligation to provide Software or Services.   All your payment obligations as well as Sections 3.4, 4.5, 4.6, 5, 6, 7, 8, 9 and 10 will survive termination of this Agreement.

10. MISCELLANEOUS

10.1  This Agreement (together with the Order Form and, where applicable, the BAA) contains the entire agreement between the parties, both written and oral, and supersedes all other agreements and understandings between the parties with respect to the subject matter hereto. Except as expressly set forth in Section 1 above, no change, consent or waiver under this Agreement will be effective unless in writing and signed by the party against which enforcement is sought.

10.2  This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the choice of law provisions thereof. Any dispute or claim arising out of, or in connection with, this Agreement shall be finally settled by binding arbitration in Raleigh, North Carolina, in accordance with the then-current rules and procedures of the American Arbitration Association by one (1) arbitrator appointed by the American Arbitration Association. The arbitrator shall apply the law of the State of Delaware, without reference to rules of conflict of law or statutory rules of arbitration, to the merits of any dispute or claim. Judgment on the award rendered by the arbitrator may be confirmed, reduced to judgment and entered in any court of competent jurisdiction. The parties agree that, any provision of applicable law notwithstanding, they will not request, and the arbitrator shall have no authority to award punitive or exemplary damages against any party. In the event that any arbitration, action or proceeding is brought in connection with this Agreement, the prevailing party shall be entitled to recover its costs and reasonable attorneys’ fees. Notwithstanding the binding arbitration requirements of this Section 10.2, a party may seek appropriate judicial equitable remedies from a court of competent jurisdiction prior to or during the arbitration of any dispute, and the parties hereby irrevocably submit and attorn to the original jurisdiction of those courts in respect of those matters and any other matters that are not properly the subject of arbitration.

10.3  Neither party shall be held responsible for any delay or failure in performance hereunder caused in whole or in part by earthquakes, fires, strikes, floods, embargoes, labor disputes, acts of sabotage, riots, wars, accidents, delays in carriers or suppliers, acts or omissions or other causes beyond such party’s control.

10.4  You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Software and Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers, telephone systems and the like.

10.5  If any provision of this Agreement shall be held by a court of law of competent jurisdiction to be illegal, invalid or unenforceable, that provision shall be reformed, construed and enforced to the maximum extent permissible, and the remaining provisions shall remain in full force and effect. Any delay or failure of either party to enforce its rights, powers or privileges under this Agreement, at any time or for any period, will not be construed as a waiver of such rights, powers and privileges, and the exercise of one right or remedy will not be deemed a waiver of any other right or remedy.

10.6     You agree that Liine may use your name and/or logo solely to factually reference you and your company as an existing customer of Liine’s products and services without your additional prior written consent; any other use of your name or logo or any other reference to you and your company as a customer of Liine’s products and services in Liine’s advertising and marketing requires your prior written approval to any such use.

10.7  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 will confer on any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. The relationship between the parties is that of independent contracting parties.  Nothing contained in this Agreement will 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 will have authority to contract for or bind the other party in any manner whatsoever.

Last Updated

January 15, 2025