Terms of Service and Sale

Last Revised: August 8, 2023

Terms of Sale and Service

1. Introduction.

Welcome! We are Linq App Inc., a Delaware corporation, or as we like to go by, “Linq,” “we,” “our,” or “us.” Our mission is to change how the world connects! We offer products, services, and technologies (“Products”), allowing users (“Users”) to organize, display, and share information with other users and third parties (“Services”) through our software, mobile application, and website (collectively, “Platform”). 

By submitting an order either through Platform or otherwise (“Order”), you (whether on behalf of yourself or an entity you represent) are entering into these Terms of Sale and Service (“Terms) with us and agree to be bound by these Terms and the other terms and conditions governing the use of our Services, Platform, or the Products offered or sold thereon, such as our Privacy Policy and Data Processing Addendum (collectively, “Policies”). If you are under the age of 16, you may not use our Platform or Services without the permission of a parent or guardian.

If you do not agree to these Terms or our Policies, then you must not submit an Order or use our Platform, Services, or Products.

In agreeing, you represent that you have the authority to bind yourself and/or the entity or company you purport to represent. We may periodically supplement, modify, or revise these Terms or any of the other Policies in our sole discretion; the date of such modifications will be evidenced by the “Last Revised” designation at the top of these Terms or the other Policies.

1. Purchase of Products.

(a) You acknowledge and agree that by placing an Order, you make an offer to purchase the Products pursuant to the terms and conditions of such Order, these Terms, and our Policies.  An Order shall not be deemed effective until executed and accepted by us.  We have the right, in our sole discretion, to accept or reject any Order.  To the extent any Order includes the sale of Products, we will deliver such Products at the prices set forth on the Order (or, if not included in an Order, those advertised by us on our Platform at the time such Order is accepted by us) (such amounts being the “Product Purchase Price” and together with any Subscription Fees or other amounts payable pursuant to these Terms, “Fees”), and pursuant to these Terms and our Policies.  All prices are exclusive of all sales, use and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any governmental authority on any amounts payable by you.  You shall be responsible for all such charges, costs, and taxes; provided, that, you shall not be responsible for any taxes imposed on, or with respect to, our income, revenues, gross receipts, personnel or real or personal property or other assets.

(b) Unless otherwise set forth on an Order, we will select the method of shipment of, and the carrier for, the Products.  We may, in our sole discretion, without liability or penalty, make partial shipments of Products, and you shall pay for the units shipped whether such shipment is in whole or partial fulfillment of an Order.  Unless otherwise set forth on an Order, you will pay for and hold us harmless from all shipping charges and insurance costs.

(c) The Products will be delivered to the address designated on the applicable Order (“Delivery Point”) within a reasonable time after the acceptance by us of an Order and using our standard methods for packing and shipping such Products, provided, however, that any custom Products (e.g., Linq Products bearing a logo or design specifically ordered by you) may be subject to additional processing and delivery times.  Any time quoted by us for delivery is an estimate only.  We are not liable for or in respect of any loss or damage arising from any delay in filling any Order, failure to deliver, or delay in delivery.  No delay in the shipment or delivery of any Products relieves you of your obligations under these Terms or our Policies.

(d) Title and risk of loss will pass to you upon delivery of the Products at the Delivery Point.  If, for any reason, you fail to accept delivery of any of the Products at the Delivery Point, or if we are unable to deliver the Products at the Delivery Point on such date because you have not provided appropriate instructions, documents, licenses, or authorizations: (i) risk of loss to the Products will pass to you; (ii) the Products shall be deemed to have been delivered; and (iii) we, at our option, may store the Products until you pick them up, whereupon you shall be liable for all related costs and expenses (including, without limitation, storage and insurance).

(e) You must inspect the Products within ten (10) days of delivery at the Delivery Point (“Inspection Period”) and either accept or, if the Products are Nonconforming Products, reject such Products.  You will be deemed to have accepted the Products unless you notify us in writing (e.g., contact@linqapp.com) of any Nonconforming Products during the Inspection Period and furnish us with evidence or other documentation of such nonconformity.  “Nonconforming Products” means only the following: (i) the Product delivered is materially different than identified in the applicable Order; or (ii) the Products are otherwise defective. If you timely notify us of any Nonconforming Products, you be directed to ship the Nonconforming Products to the address we designate.  If we exercise our option to replace Nonconforming Products, we will, after receiving your return shipment of Nonconforming Products, ship the replaced Products to you at the Delivery Point.  Except as set forth herein or in our other Policies, all sales of Products to you are made on a one-way basis, and you have no right to return Products.

(f) We warrant to you that for a period of 1-year from the date of shipment of the Products (“Warranty Period”), such Products will be free from significant defects in material and workmanship that render the Products unusable or otherwise Nonconforming Products.  Notwithstanding the foregoing, the warranties set forth above shall not apply where the Products have been: (x) subjected to abuse, misuse, abnormal physical stress, abnormal environmental conditions or use contrary to any instructions published by us, (y) reconstructed, repaired, or altered by anyone other than us, or (z) used with a product or hardware that has not been previously approved by us in writing.

(g)       EXCEPT FOR THE WARRANTY SET FORTH IN SECTION 2(F), WE MAKE NO WARRANTY WHATSOEVER WITH RESPECT TO THE PRODUCTS, SERVICES, OR PLATFORM, INCLUDING ANY (I) WARRANTY OF MERCHANTABILITY; (II) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (III) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.

(h)        We shall not be liable for a breach of the warranty set forth in Section 2(f) unless: (i) you give us written notice of the defect, reasonably described, within 10 days of the time when you discover or ought to have discovered the defect; (ii) we are given a reasonable opportunity after receiving the notice to examine such Products and you (if requested to do so by us) return such Products to our designated location at our cost for the examination to take place there; and (iii) we reasonably verify and agree with your claim that the Products are Nonconforming Products.

(i)        Subject to Section 2(f)(x) – (z) and Section 2(h) above, with respect to any such Products during the Warranty Period, we shall, in our sole discretion, either: (i) repair or replace such Nonconforming Products (or the defective part) with Products or (ii) credit or refund the price of such Products at the pro-rata contract rate. You acknowledge and agree that the remedies set forth in this Section are your exclusive remedies for Nonconforming Products.

(j)        THE REMEDIES SET FORTH IN SECTION 2(i) SHALL BE THE YOUR SOLE AND EXCLUSIVE REMEDY AND OUR ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN SECTION 2(f).

(k) Except with respect to the basic Order terms, any variations made to the terms and conditions of these Terms by you in any Order are void and have no effect.  These Terms are expressly limited to the terms set forth herein and the specific terms in an applicable Order.  These Terms prevail over any terms or conditions contained in any other document and expressly exclude any of your general terms and conditions in any Order or other document you issue.  In the event of any conflict between the Terms and the terms of any Order or any other document you submit, these Terms will prevail unless expressly stated to the contrary.

1. Services.  

(a) To access and use our Services, you must register and create an account (“Account”).  Among other things, our Services allow Users to create, design, maintain, and share social media/networking style profiles or pages (“Pages”) displaying certain Content (as defined below), and each such Page may be viewed and shared without other Users and third parties. We provide various Subscription Levels, which may have access to different Services or features.  Depending on the nature of the Products, Services, or Subscription Level associated with an Account (as defined below), Users may manage their Page and/or Account or designate management of their page to an Administrator (as defined below).

(b) During the Subscription Term (as defined below), we will grant you (or the organization in which you represent) the number of licensed seats under such Account for the Services (as shown on an accepted Order), and such licensed seats will receive a non-exclusive, non-transferable, revocable license to use and access the Platform and associated Services during the Subscription Term, in accordance with these Terms and our Policies.  You, on behalf of yourself and each of your Users, and each User is responsible for the use of the Platform, Products, or Services in accordance with these Terms and our Policies.  Certain of our Products and Services (e.g., Linq for Teams) may require an account administrator (“Account Administrator”) associated with an Account.  You may not assign or otherwise transfer your account to any other individual or entity without our prior written approval.  

(c) We may establish policies and practices concerning the Platform or Services, including policies that may delete or remove Content or data, terminate inactive Accounts or Pages, and any other policies and practices at our sole discretion. We may change our Services, Products, or Platform at any time. For instance, we may (i) suspend or discontinue any part of our Services or Products, (ii) introduce new features or impose limits on certain features or restrict access to parts or all of our Services, Products, or Platform, or (iii) establish policies and practices concerning the use of our Services, Products, and Platform including policies that may delete or remove features, functionality, or data, in our sole discretion. Our Services, Products, or Platform will not be available to temporarily or permanently suspended Users or Accounts. We reserve the right to refuse your access to our Services or Platform or terminate your subscription or Account (as defined below).

(d) You are responsible for maintaining the confidentiality of your password and Account information and will be fully responsible for any activities associated with your Account.  You agree to immediately notify us of any unauthorized use of your Account or any other breach of Account security.  We are not responsible for any third party access to your Account that results from theft or misappropriation of your Account.  We will not be liable for, and you shall indemnify us against, any Losses arising from your failure to comply with these Terms, our Policies, and applicable law.

1. Subscription; Payment Terms.

(a) We offer various subscription levels for access and use of our Services (e.g., free, Pro, Linq for Teams) (“Subscription Levels”) as well as add-on functions and integrations, which may have access to different functions, features, or usage limits related to our Services and may be subject to various subscription fees (“Subscription Fees”) plus any other applicable taxes and fees. Unless otherwise agreed upon in writing by us, the Subscription Levels and associated Subscription Fees are as stated on our Platform and the applicable Order. We retain the right to change such Subscription Levels and Subscription Fees from time to time in our sole discretion, provided, that such change will not apply to a current subscription period (e.g., a 1-year annual subscription) (“Subscription Term”), but may impact renewals.

(b) Upon subscribing to a Subscription Level, you agree to pay the Subscription Fees associated with your Subscription, which may be established when you place an Order or upon registering or activating your Account. You may place an Order for the Services on our Platform. Any payment terms presented to you in obtaining a subscription for our Services are deemed part of our agreement and are incorporated herein by reference.

(c) We may collect payments of Fees from you directly or through third party payment processors (e.g., Stripe), which may bill you through a payment account selected at checkout or linked to your Account. Any payment processing by third party payment processors will be subject to the terms, conditions, and policies of such payment processors in addition to these Terms and our Policies. By providing a credit card or other acceptable payment method, you represent and warrant that you are authorized to use the designated payment method, and you authorize us (or our designated payment processors) to charge your payment method for the Fees. If your payment method cannot be verified, is invalid, or is otherwise not acceptable, your Account, Order, or subscription may be suspended or canceled. If we do not receive payment from you, you agree to pay all amounts due upon demand. We reserve the right to correct any errors or mistakes we (or our third party payment processors) make in the checkout process.

(d) The Subscription Fees and payment terms for our Services may consist of recurring charges. By choosing a recurring payment plan, you acknowledge that such Subscription Fees have an initial and recurring payment feature, and you accept responsibility

for all recurring charges prior to cancellation.

(e) NOTWITHSTANDING THE FOREGOING, WE MAY SUBMIT PERIODIC CHARGES (E.G., MONTHLY OR ANNUALLY), DEPENDING ON YOUR SUBSCRIPTION LEVEL AND TERMS, WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE NOTICE THAT YOU HAVE TERMINATED YOUR SUBSCRIPTION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE COULD REASONABLY ACT TO UPDATE OR TERMINATE YOUR SUBSCRIPTION. YOU MAY TERMINATE YOUR AUTHORIZATION OR CHANGE YOUR PAYMENT METHOD THROUGH THE ACCOUNT SETTINGS ASSOCIATED WITH YOUR ACCOUNT.

(f) Your subscription will automatically extend for successive renewal periods at the same Subscription Level in place prior to such renewal. For instance, if you have purchased a monthly subscription for a Pro account, your renewal period will renew each month at the then-current non-promotional rate associated with such Pro Subscription Level. You may change or terminate your subscription or Subscription Level through the Account settings associated with your Account. If you do not want to continue to be charged on a recurring basis, you must cancel or terminate your subscription or Subscription Level before the end of the then-current Subscription Term. Your subscription cannot be terminated before the end of the period for which you have already paid, and except as expressly provided in these Terms, we will not refund any amounts you have already paid. If you terminate your subscription or Subscription Level, you may continue to use your subscription until the end of your then-current Subscription Term, and your subscription will not be renewed after the expiration of the then-current Subscription Term.

(g) YOU MUST PROVIDE CORRECT, CURRENT, AND COMPLETE INFORMATION FOR YOUR ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE, AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY US OR OUR PAYMENT PROCESSOR IF YOUR PAYMENT METHOD IS CANCELED OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR ACCOUNT OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE THROUGH THE ACCOUNT SETTINGS ASSOCIATED WITH YOUR ACCOUNT. IF YOU FAIL TO PROVIDE ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT WE MAY CONTINUE CHARGING YOU FOR ANY SUBSCRIPTION FEES ASSOCIATED WITH YOUR ACCOUNT UNLESS YOU HAVE TERMINATED YOUR SUBSCRIPTION PURSUANT TO THESE TERMS.

(h) We may offer free trials of paid Subscriptions Levels for a limited period. If we offer you such a trial, the specific terms of such trial will be provided at the time of offer (e.g., included in an Order) and may be accepted in accordance with those terms, these Terms, and our Policies. Unless otherwise provided by us in writing, trials are only available for Users who have not previously held a paid Subscription Level. If you obtain a free tier, you may not create more than one Account. If we believe you are not using the free tier in good faith, we may charge you standard fees or stop providing access to the Services. By agreeing to a free trial subscription, you also agree to the associated Subscription Fees upon expiration of such free trial subscriptions, and we (or our third party payment processor) will charge your payment method on a recurring basis for the applicable Subscription Fees at the expiration of such free trial subscription unless you cancel your subscription prior to the expiration of such trial period.

1. Posts and Content; Use of the Services; Infringement Policy. 

(a) You acknowledge and agree that the Services allow Users to upload, post, publish, transmit, share, or display (“Post”) information, descriptions, pictures, links, data, text, media, comments, messages, contact information, and similar materials (“Content”) through the Services or on the Platform, including on a public-facing Page. You are solely responsible for any Content Posted on the Platform or through the Services by you or your Users.  Any Content Posted to the Platform or through the Services is not considered confidential and will be treated as public information.  By Posting Content through the Services or on the Platform, you, on behalf of yourself and your Users, represent and warrants that such person has the right to Post such Content and grants to us a non-exclusive, worldwide, royalty-free, fully paid-up, freely transferable, sub-licensable license to copy, display, transmit, perform, store, modify, and otherwise use in connection with the operation and promotion of the Platform or the Services, in any form, medium or technology now known or later developed.

(b) You, on behalf of yourself and your Users, represent and warrant that the Content does not infringe on the Intellectual Property Rights (as defined below), privacy rights, publicity rights, or other legal rights of any third party.  You further acknowledge and agree that we are not under any obligation to review any Content Posted on the Platform or through the Services, provided, however, that we reserve the right to do so, with or without notice, to prevent or rectify any alleged violations of these Terms, our Policies, or applicable law.  Without limiting the foregoing, we may (i) refuse to accept or display any Content, (ii) remove or delete all or any portion of such Content, and (iii) investigate, take legal action, or perform any other action it deems necessary or warranted in managing the Platform or Services.  The following are non-exhaustive examples of Content, Posts, or uses of the Platform or Services that are prohibited: 

• providing any Content that is unlawful, harmful, violent, illegal, infringing on third party rights, objectionable, pornographic, libelous, invasive, or any other unwarranted or illegal behavior;
• Collecting usernames and/or email addresses of Users by electronic or other means, including sending unsolicited emails or other communications (except for the manners expressly provided by the Services (e.g., connecting and voluntarily sharing contact information with Users intending to receive such information));
• collecting, storing, or transmitting any Personal Information (as defined in our Privacy Policy) from our Users without their express permission or send us any Personal Information of a children under the age of 13 or the applicable age of digital consent;
• creating any derivative works or reverse engineer any part of the Products, Platform, or Services; 
• copying, scraping, harvesting, using automated systems to collect contact information from the Platform or Services, transmitting or uploading viruses, worms, or otherwise interfering with or posing a privacy or security risk; 
• using our Services or Platform in a manner that degrades the operation, speed, or reliability of our Services, Platform, or any underlying technologies thereof, including accessing, tampering with, or using non-public areas of our Services, Platform, computer systems, or technical delivery systems; or
• taking any action or inaction which Linq, in its sole judgment, believes could cause harm or liability to Linq or its Products, Platform, or Services.

(c) You, on behalf of yourself and your Users, acknowledge and agree that the Services, Platform and the various Pages, Posts, and Content may contain links to other websites or third party services (“Third Party Service(s)”).  Such Third Party Services are provided “AS IS” without indemnification, support, or warranty of any kind, and these Terms do not apply to your use of any such Third Party Services.  We are not responsible for any Third Party Service.  

(d) You, on behalf of yourself Users, acknowledge and agree the Platform and Services may contain Content protected by copyright, patent, trademark, trade secret, or other proprietary rights and laws, and any and all Intellectual Property Rights related to, or derived from, the Products, Platform, or Services is our sole and exclusive property and we reserve any rights not expressly granted herein.  Other company, product, and service names and logos used and displayed on the Platform or through the Services may be trademarks or service marks of their respective owners, who may or may not endorse or be affiliated with or connected to us. For the purposes of these Terms, “Intellectual Property Rights” means all industrial and other intellectual property rights comprising or relating to (i) patents; (ii) trademarks; (iii) internet domain names, whether or not trademarks, registered by any authorized private registrar or Governmental authority, web addresses, websites, and URLs; (iv) works of authorship, expressions, designs, and design registrations, whether or not copyrightable, including copyrights and copyrightable works, software, and firmware, application programming interfaces, architecture, files, records, schematics, data, data files, and databases and other specifications and documentation; and (v) all industrial and other intellectual property rights, and all rights, interests, and protections that are associated with, equivalent or similar to, or required for the exercise of, any of the foregoing, however arising, in each case whether registered or unregistered and including all registrations and applications for, and renewals or extensions of, such rights or forms of protection pursuant to the laws of any jurisdiction throughout in any part of the world.

(e) We respect the intellectual property rights of others and expect you to do the same.  Although we are under no obligation to do so, we will make reasonable efforts to investigate notices of alleged infringement or violations of intellectual property laws and take actions regarding such infringement where applicable.  If you believe your work has been copied in a way that constitutes infringement or your intellectual property rights have been violated, please provide us with the following information:

• confirmation you are the owner or are authorized to represent the owner of the intellectual property;
• identification of your work;
• identification of the infringing Content; and
• a statement that you believe the use of the Content is not authorized.

If your content is removed due to infringement and you believe it is not infringing, please provide us with the following information:

• confirmation you are the owner or authorized to represent the owner of the intellectual property;
• identification and description of removed Content;
• statement of good faith regarding ownership of the intellectual property; and
• your contact information.

We will endeavor to resolve notices within 14 business days and will provide the original complaining party an opportunity to seek a court order against the counter-claiming party.  In the event no order is sought, We may allow the original Content to be reposted.  Please contact us by email at contact@linqapp.com (Subject line: Takedown Request) or through mail at: Linq App Inc., Attn: Legal, 1904 1st Ave N, Suite 200, Birmingham, AL 35203.

(f) If you or any of your Users provide, orally or in writing, feedback, suggestions, ideas, guidance, or recommended changes regarding any of the Products, Platform, or Services, including, without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), we are free to use such Feedback irrespective of any other obligation or limitation governing such Feedback.  You hereby assign to us all right, title, and interest in and to the Feedback, including any Intellectual Property Rights related therewith, and agree that we are free to use such Feedback (without any such obligation) for any purpose whatsoever, without any attribution or compensation to any person. 

1. Limitation on Liability.

(a) We are not liable for (i) any Content posted on our Platform or through the Services; (ii) interactions or communications that may arise between Users; (iii) any Losses that result through your use of the Platform or the Services; (iv) any negative or critical comments that other Users may Post on the Platform or through the Services; (v) any of the Third Party Service(s) you may be provided pursuant to your use of the Platform or the Services; (vi) or any third party Personal Information you unlawfully or without consent upload, Post, or provide to us through the Services or on the Platform.  You are solely responsible for your interactions with other Users.  We reserve the right but are under no obligation to become involved in any dispute between you and another User.

(b) WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL WE BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF, OR RELATING TO, OR IN CONNECTION WITH ANY BREACH OF THESE TERMS, REGARDLESS OF (I) WHETHER SUCH DAMAGES WERE FORESEEABLE, (II) WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, (III) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND (IV) THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

(c) IN NO EVENT SHALL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO US BY YOU DURING THE PREVIOUS 12 MONTHS.

(d) If you are a California resident, you hereby waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”  If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.

1. Indemnification. You shall indemnify, defend, and hold harmless us and our officers, directors, employees, agents, affiliates, successors and permitted assigns against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, fees and the costs of enforcing any right to indemnification under these Terms or our Policies and the cost of pursuing any insurance providers (collectively, “Losses”), relating to, arising out of, or resulting from, any claim of a third party arising out of or occurring in connection with your use or misuse of the Products or Services purchased from us or your negligence, willful misconduct, or breach of these Terms or our Policies.

1. Governing Law. These and our Policies are governed by the laws of the State of Alabama without giving effect to its principles regarding conflicts of law.

1. Binding Arbitration; Waiver of Litigation and Class Action Arbitration.

(a) BY ACCEPTING THESE TERMS, YOU EXPRESSLY WAIVE THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION. These Terms offer a streamlined process to resolve disputes between us and you. Most concerns can be resolved quickly and satisfactorily by contacting our support team at contact@linqapp.com. If we cannot resolve your concern, you and us agree to be bound by the procedures outlined in this Section to resolve such disputes. This agreement to arbitrate evidences a transaction in interstate commerce, and thus the Federal Arbitration Act governs the interpretation and enforcement of this Section. This Section shall be interpreted broadly and shall survive the termination of our agreement. This agreement applies to our (us and you) respective agents, employees, subsidiaries, predecessors, successors, beneficiaries, and assigns.

(b) Any disputes, claims, or controversies arising out of or relating to these Terms, our Policies, the Platform, any Product or Service and their marketing, or the relationship between you and us (“Disputes”) shall be determined exclusively by binding arbitration. The only Disputes not covered by this Section are claims (i) regarding the infringement, protection, or validity of our or our licensors' trade secrets or copyright, trademark, or patent rights; (ii) if you reside in Australia, to enforce a statutory consumer right under Australia consumer law; and (iii) brought in small claims court (which shall be brought in Birmingham, Alabama).

(c) You and us shall first attempt to resolve any Dispute informally for at least 30 days before initiating arbitration. The informal negotiations commence upon receipt of written notice from one person to the other (“Notice of Dispute”). The Notice of Dispute must: (a) include the full name and contact information of the complaining party; (b) describe the nature and basis of the claim or dispute; and (c) set forth the specific relief sought. We will send our Notice of Dispute to your billing or email address associated with your Account. You will send your Notice of Dispute to: LINQ APP INC., 1904 1st Ave., N., Suite 200, Birmingham, AL 35203, ATTENTION: Legal Department.

(d) If you and us cannot resolve a Dispute informally, you or us may elect to have the Dispute finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party shall be final and binding on the other. The arbitration shall be administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are available at the AAA website www.adr.org. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Rules and, where appropriate and applicable, limited by the AAA Consumer Rules. The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator shall make a decision in writing and shall provide a statement of reasons if requested by us. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. You and us may litigate in court to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator. The arbitration will take place in Birmingham, Alabama.

(e) YOU AND US AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. The arbitrator shall not consolidate another person's claims with your claims and shall not preside over any type of representative or class proceeding. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. If this specific subsection is found to be unenforceable, then the entirety of this agreement to arbitrate shall be null and void.

General.

(a) The unenforceability of any provision of these will not affect the enforceability of any other provision or any of the other Policies.  If any provision of these Terms is deemed to conflict with another, we will have the sole right to elect which provision remains in force.  Headings are provided for convenience only.  We reserve all rights under applicable law.  Our non-enforcement of any provision of these Terms, the other Policies, or under applicable law will not be construed as our waiver of any enforcement rights under the same or different circumstances at any time in the future.  

(b) The Products, Platform, and the Services may be subject to US export control laws, including the Export Control Reform Act and its associated regulations.  You agree that you will not, and are solely responsible for any violation of, such export control laws.  Download and use of the Platform or the Services is your responsibility and at your own risk.

(c) When you purchase or use our Products, Platform, or Services or send e-mails to us, you agree to communicate with us electronically.  These Terms and our other Policies will be considered a “writing” or “in writing” to comply with applicable legal requirements and are legally enforceable between us and you.  Printed versions of these Terms, the other Policies, and the documents referenced herein will be admissible in any legal proceeding.

(d) We will provide notices and messages to you within the Platform or through the Services, or if required, via email or regular mail to the addresses associated with your Account.  You may notify us and will be deemed delivered once received by us, addressed via mail to: Linq App Inc., Attn: Legal, 1904 1st Ave N, Suite 200, Birmingham, AL 35203.

(e) The words “include” or “including,” and words of similar import and used herein shall not be deemed to be terms of limitation but rather shall be deemed to be followed in each case by the words “without limitation.” The term “or” shall be deemed to mean “and/or”.