Last Updated – Effective Date: April 15, 2023
By using, accessing or installing the Services (defined below) or by clicking to accept or agree to these Terms of Use when this option is made available to you, you accept and agree to be bound and abide by these Terms of Use, our Privacy Policy available at (Privacy Policy), our Copyright Policy available at (Copyright Policy), and our Mobile Application End User License Agreement available at (Mobile Application End User License Agreement), and each Services Agreement between Linkroom (defined below) and you (collectively, the “Agreement”), which are incorporated herein by reference.
IF YOU DO NOT WANT TO AGREE TO THESE TERMS OF USE, OUR PRIVACY POLICY, OUR COPYRIGHT POLICY, OUR MOBILE APPLICATION END USER LICENSE AGREEMENT, OR ANY SERVICES AGREEMENT, YOU MUST NOT ACCESS OR USE THE SERVICES, OR ACCEPT OR AGREE TO THESE TERMS OF USE. As explained further below, Linkroom reserves the right to update these Terms of Use in its sole discretion at any time. Your continued use of the Services (including our Website or Mobile Application, defined below) constitutes your acceptance of such change(s).
IF YOU A CLIENT (DEFINED below), YOUR SERVICES AGREEMENT IS SUBJECT TO THESE TERMS OF USE AND OUR PRIVACY POLICY.
PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT TERMS.
THESE TERMS OF USE ALSO REQUIRE ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, SEE SECTION 31 below (ARBITRATION AGREEMENT; CLASS WAIVER; WAIVER OF TRIAL BY JURY).
THESE TERMS OF USE ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE. SEE SECTION 26 below (LIMITATION ON LIABILITY) AND SECTION 32 below (LIMITATION ON TIME TO FILE CLAIMS).
We provide the Services for use only by persons located in the United States. We do not currently intend to offer the Services to users outside the U.S. The Services, including our Website or Mobile Application, can be accessed from countries around the world and may contain references to services that are not available in your country. These references do not imply that Linkroom intends to announce such services in your country. If you access the Services from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
1. Introduction. Linkroom LLC (“Linkroom”, the “Company”, “our”, “us”, “we”), provides a collaboration and communications hub, which allows Users (defined below) to participate in and/or communicate with other Users by voice and video streaming in sessions, events or meetings (“Sessions”) held in and through one or more three-dimensional (3D) virtual meeting or event rooms or spaces (“Rooms”), through, among other things, our proprietary technology, software and platform, including our website available at www.linkroom.com (the “Website”) and mobile access to the Website or any mobile application owned by Linkroom and used by you in connection with products and services provided by Linkroom (collectively, the “Mobile Application”). Such services, including the Website, the Mobile Application, and the other services (including Site Capture Services, defined below) described herein or in an applicable services agreement (“Services Agreement”) between Linkroom and the holder (the “Client”) of the subscription (the “Subscription”) for Services thereunder, are referred to herein as the “Services”.
2. Representations and Warranties. By using the Services, you represent and warrant that you are of legal age to form a binding contract with Linkroom and meet all of the foregoing eligibility requirements. If you are accessing or using the Services on behalf of an entity or organization, (i) your use of the Services binds such entity or organization to these Terms of Use, (ii) the terms “you” and “your,” as used in these Terms of Use, our Privacy Policy, our Copyright Policy, our Mobile Application End User License Agreement, or any Services Agreement between Linkroom and you, and any other document or policy referenced in these Terms of Use, shall be deemed to mean both you, in your individual capacity, and the entity or organization on whose behalf you are accessing, using or contracting for the Services, and (iii) you represent and warrant that you are authorized by such entity or organization to access and use the Services, enter into the Terms of Use, our Privacy Policy, our Copyright Policy, the Mobile Application End User License Agreement, such Services Agreement and any other document or policy referenced in these Terms of Use on behalf of such entity or organization and to bind such entity or organization to such terms, policies and documents. IF YOU DO NOT MEET THESE REQUIREMENTS, YOU MUST NOT ACCESS OR USE THE SERVICES.
3. Changes to the Terms of Use. We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Services thereafter. Your continued use of the Services following the posting of revised Terms of Use means that you accept and agree to the changes. YOU ARE EXPECTED TO CHECK THIS PAGE EACH TIME YOU ACCESS THE SERVICES SO YOU ARE AWARE OF ANY CHANGES, AS THEY ARE BINDING ON YOU.
4. Overview of the Services.
(a) In General. In general, the Services are used and accessed by Clients, Administrators, Hosts and Guests. The Client enters into a Services Agreement with Linkroom for a Subscription and other Services, pays applicable fees and expenses for the Subscription and other Services, and designates (through the Services) one or more Administrators. Administrators administer the Client’s Subscription and account, organize Sessions and designate (through the Services) one or more Hosts for Sessions. Hosts facilitate and/or make presentations at Sessions. Guests attend and participate in Events. Hosts and Guests access the Services (including Attending Sessions) under the applicable Client’s Subscription and account. The roles and responsibilities of Clients, Administrators, Hosts and Guests are further discussed below.
(b) Clients. The Client is party to a Services Agreement with Linkroom, holds a Subscription for Services under the Services Agreement (“Subscription”), holds an account with Linkroom through Services, pays applicable fees and expenses to Linkroom under the Services Agreement, and designates its Administrator(s).
The Services Agreement sets forth certain specific services to be provided by Linkroom, and specific terms for the Services, including the Subscription, Site Capture Services (defined below) (if any), fees, expenses and payment terms, and, with respect to the Client’s Subscription specifies, among other things: (i) the maximum number of Hosts the Client may designate; (ii) the maximum number of Rooms the Client (and its Hosts) may use or access;; and (iii) the maximum number of Sessions the Client (and its Hosts) may hold at the same time (“Simultaneous Sessions”). Without Linkroom’s prior written consent, neither the Client nor any of its Hosts may: (aa) designate more Hosts than the maximum number of Hosts specified in the applicable Services Agreement; (bb) use or access more Rooms than the maximum number of Rooms specified in the applicable Services Agreement; , or (cc) hold more Simultaneous Sessions than the maximum number of Simultaneous Sessions specified in the applicable Services Agreement. If a Client wishes to change any of the foregoing items, it must submit details of the requested change to Linkroom in writing pursuant to the applicable Services Agreement. If Linkroom agrees to any such change, then variations to fees, expenses and other matters or changes may be required. The Client shall be jointly and severally liable for the actions of any and all Users during or in connection with the Client’s Subscription, including as set forth in Section 28, below.
For the purposes hereof, (i) an “Affiliate” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person; 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 Person, whether through the ownership of voting securities, by contract, or otherwise; (ii) “Attend” means with respect to a Person, that Person’s attending, participating in, viewing, observing of, or accessing the Services with respect to, a Subscription or a Session; (iii) “Person” means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association, or other entity; (iv) “Representative” means, with respect to a Person (including a business, entity or organization), that Person’s and its Affiliates’ employees, officers, directors, consultants, independent contractors, service providers, subcontractors, and other agents and representatives; and (v) “User” means any Person who Attends a Session or otherwise accesses or uses the Services, including the Client, an Administrator, a Hosts or a Guest (for the avoidance of doubt, if an individual Attends Session as a representative of, on behalf of, or at the request of, a Registered User (including a business, entity or organization), that individual, in addition to the Registered User, will be deemed to be a “User”).
Each Administrator, for and on behalf of the Client, will administer and control the Subscription and account of the Client, including: (aa) modifying and terminating access, (bb) accessing or processing the Client’s, each Administrator’s, each Host’s and each Guest’s data, including contents of communications and files, as provided in the Services, and (cc) subject to applicable Services Agreement and these Terms of Use will organize, administer and manage Sessions and manage Events under the Client’s Subscription, including designating Hosts for particular Events (through the Services) in accordance with the applicable Services Agreement and Terms of Use, determining the Guests and invitees for Events, sending invitations to Guests and invitees.
Administrators may, for and on behalf of the Client, organize an unlimited number of Sessions under the Client’s Subscription during the term of the Client’s Subscription, subject to limitations set forth in the applicable Services Agreement and these Terms of Use, including the maximum number of permitted Simultaneous Sessions specified in the applicable Services Agreement.
Guests and Hosts may also submit requests to Administrators regarding administrative operations of their accounts, such as deletion, access, and control of User Contributions (defined below), provision and deprovisioning access to the Services, manage teams and channels, and manage access permissions.
The Client represents and warrants to Linkroom that each Administrator is an individual and a Representative of the Client, and is authorized to use and access the Services for and on behalf of the Client, administer the Client’s Subscription, account and the Services for and on behalf of the Client, take all actions as an Administrator with respect to the Client’s Subscription or account, and the Services. Each Person acting in the capacity of, or purporting to be or to be acting in the capacity of, an Administrator represents and warrants to Linkroom that he or she is an individual and a Representative of the Client, and is authorized to use and access the Services for and on behalf of the Client, administer the Client’s Subscription, account and the Services for and on behalf of the Client, take all actions as an Administrator with respect to the Client’s Subscription or account and the Services.
(c) Hosts. A Client’s Administrator will designate (through the Services) up to the maximum number of hosts (“Hosts”) specified in the Services Agreement and permitted by the Services (including Linkroom’s platform). A Host must be an individual and a Representative of the Client, and the Client may not designate (or attempt to designate) any Person as Host who is not an individual and a Representative of the Client. An Administrator, for and on behalf of the Client, through the Services, may (i) change a Host or (ii) terminate a Host or a Person’s access to the Services as a Host.
A Host, for and on behalf of the Client, will facilitate and make presentations at Sessions under the applicable Subscription. During a Session, a Host may invite Guests to applicable Events, and Guest may invite other Guests to applicable Events. The Host controls Guests’ access to the Services and the Session, including a Guest’s ability to speak, stream, upload information or access to information as permitted by the Services and permitted by the applicable Services Agreement and these Terms of Use.
The Client represents and warrants to Linkroom that each Host is an individual and a Representative of the Client, and is authorized to use and access the Services for and on behalf of the Client and take all actions as Host with respect to the Client’s Subscription or account, and the Services. Each Person acting in the capacity of, or purporting to be or to be acting in the capacity of, a Host represents and warrants to Linkroom that he or she is an individual and a Representative of the Client, and is authorized to, for and on behalf of the Client, use and access the Services for and on behalf of the Client and take all actions as a Host with respect to the Client’s Subscription or account and the Services.
(d) Guests. A “Guest” is a Person other than the Client or a Host who Attends a Session. Guests generally attend, observe or participate in Sessions. Guests may participate in Sessions, including by voice or video, and may upload content to a Session (such screen sharing) or the Services to the extent permitted by the applicable Host(s), the Services and these Terms of Use.
(e) Registered Users. Each User of the Services must register with the Services in accordance with Section 5 below (a “Registered User”). You shall not, and shall cause each of your Representatives not to, Attend any Session or otherwise use or access the Services, unless you and any Person accessing the Services on your behalf each are Registered Users. You shall not, and shall cause each your Representatives (including your Hosts) not to, permit any Person who is not a Registered User to use or access the Services (including Attending any Session).
Without limiting the foregoing, the Client shall not, and shall cause each of its Representatives (including its Hosts) not to, permit any Person who is not a Registered User to Attend any Session or otherwise access the Services. The Client is responsible for ensuring that each User is a Registered User. If a User Attends a Session as a Representative of a Registered User, that User must be authorized by the Registered User to Attend the Session and take all actions for and on behalf of the Registered User during, at or with respect to the Session or the Services. Neither the Client nor any Host shall permit a Person (a “Purported Guest”) to Attend a Session, otherwise use or access the Services, or take any action at a Session or otherwise with respect to the Services under the applicable Subscription for or on behalf of another Person (including a Registered User) (the “Principal Guest”) if that Purported Guest is not a Registered User who is authorized to Attend a Session, otherwise use or access the Services, or take any action at a Session or otherwise with respect to the Services for and on behalf of the Principal Guest.
For the avoidance of doubt, if a Representative of Linkroom accesses or uses the Services, he or she shall be deemed to be a “User”, his or her access and use of the Services shall be governed by these Terms of Use, and he or she shall be required to register as a Registered User.
(f) No Transfer or Assignment of Administrative Functions. Except to the extent set forth in Section 4(c) above (Administrators) or Section 4(d) (Hosts) above, without the prior written consent of Linkroom, none of the responsibilities, duties, or functions of a Client or a Host (including administrative functions) may be assigned, delegated, subcontracted, sublicensed or otherwise transferred to any Person.
(g) Rooms. Unless otherwise specified in the Services Agreement, Sessions will be held in one or more Rooms designed, generated and owned by Linkroom, and provided by Linkroom for your use through the Services (“Company Rooms”). (For the avoidance of doubt, “Company Rooms” do not include Site Capture Rooms, which are defined and discussed below.) To the extent permitted by the Services, and subject to these Terms of Use and the applicable Services Agreement, an Administrator or a Host, for and on behalf of the Client, may make modifications to a Room (including adding Digital Assets). Except as set forth in the Services Agreement, Linkroom shall not be obligated to modify or make any modifications or alterations to any Room.
(h) Digital Assets. The Services contain features through which virtual items, including virtual furniture, booths, pictures or images of other movable personal property may be uploaded to a Room and the Services (“Digital Assets”).
(i) Linkroom, through the Services, may upload one or more Digital Assets to a Room (each, a “Linkroom Digital Asset”) for or during a Session (including Site Capture Services, defined below). Except to the extent set forth in the Services Agreement, (including a Change Order thereto), for and on behalf of the Client, Linkroom shall not be obligated to provide, remove, modify or alter any Linkroom Digital Asset from any Room or Services.
(ii) A Host, for and on behalf of the Client, may upload one or more of the Client’s Digital Assets to a Room (each, a “Client Digital Asset”) through interactive features on Services for or during a Session to the extent permitted by the Services and subject to these Terms of Use and applicable Services Agreement. Guests may perform screen sharing during a Session, with the permission of the Host. Except to the extent set forth in the immediately preceding sentences, no Client, Administrator, Host, Guest or other User may upload any Digital Asset to the Services (including any Room).
(i) Site Capture Services; Site Capture Rooms. If a Services Agreement provides that Linkroom will provide Site Capture Services (defined below), Linkroom shall perform site capture services, including taking digital photographs of the site(s), space(s) or premises specified in the Services Agreement, rendering or generating one or more Rooms based on such sites(s), space(s) or premises to be available through the Services for one or more of the Client’s Sessions, and such other services and at such site(s), spaces(s) or premises specified in the Services Agreement (“Site Capture Services”). In connection with Linkroom’s provision of Site Capture Services, the Client shall, and shall cause its Representative and the owners or occupants (as applicable) of the applicable site(s) or premises to: (i) provide Linkroom and its Representatives with access to the site(s), space(s) or premises that are the subject of the Site Capture Services to enable Service Provider to provide the Site Capture Services; (ii) cooperate fully with us in all matters relating to the Site Capture Services; (iii) make all arrangements and take all steps necessary to ensure the safety of our Representatives in performing the Site Capture Services; (iv) take all actions required under the Services Agreement (including the applicable Site Capture Services Addendum thereto); and (v) take all steps necessary, including obtaining any required authorizations, consents, licenses and permits to enable us to perform the Site Capture Services and prevent delays in our provision of the Services (including the Site Capture Services). A Room rendered or generated by Linkroom through the Site Capture Services is referred to herein as a “Site Capture Room”. If the Services Agreement so provides, a Session may be held in a Site Capture Room.
For the avoidance of doubt, if a Client’s Services Agreement does not provide for Site Capture Services or for a Session to be held in a Site Capture Room, then Sessions under the Client’s Subscription will be held in one or more Company Rooms provided by Linkroom through the Services, as described in Section 4(h) above.
5. Accessing the Services, Registration and Account Security. We reserve the right to terminate, withdraw or amend the Services, any Subscription and any service or material we provide on the Services (including Rooms and Digital Assets), in our sole discretion without notice. Except as set forth in an applicable Services Agreement, we will not be liable if for any reason all or any part of the Services is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Services, any Subscription, or the entire Website or Mobile Application, to Users (including Registered Users).
You are responsible for both:
To access the Services or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Services that all the information you provide on the Services is correct, current and complete. You agree that all information you provide to register with the Services or otherwise, including through the use of any interactive features on the Services, is governed by our Privacy Policy, available at https://linkroom.com/privacy-policy and our and you consent to all actions we take with respect to your information consistent with our Privacy Policy.
If you choose, or are provided with, a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other Person. You also acknowledge that your account or registration with the Services is personal to you and agree not to provide any other person with access to the Services or portions of it using your user name, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each Session. You should use particular caution when accessing your account or registration with the Services from a public or shared computer so that others are not able to view or record your password or other personal information.
We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have breached or violated any provision of these Terms of Use (including Site Capture Services, defined below).
6. Intellectual Property Rights; License; Restrictions. Except to the extent otherwise set forth in these Terms of Use or an applicable Services Agreement, the Services and its entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), materials and properties incorporated therein, including the Website, the Mobile Application, any Digital Assets (including Linkroom Digital Assets) and the Rooms (including Site Capture Rooms), and all Intellectual Property Rights (defined below) therein:
(a) are licensed, not sold, to you by Linkroom; and
(b) are exclusively owned by Linkroom, its licensors or other providers of such material, and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws, and you do not have under or in connection with these Terms of Use, any Services Agreement, or any other agreement or arrangement, any interest in any of the Services or any content, feature, functionality, material or property thereof or incorporated therein or in any related Intellectual Property Rights, subject only to the limited license granted to you under (i) these Terms of Use and(ii) your Services Agreement (if you are party to a Services Agreement).
Except to the extent otherwise set forth in these Terms of Use or an applicable Services Agreement, you hereby unconditionally and irrevocably assign to Linkroom, your entire right, title, and interest in and to any Intellectual Property Rights that you may now or hereafter have in or relating to the Services, and all properties and materials incorporated therein, provided thereby, or relating thereto, including the Website, the Mobile Application, the Digital Assets, any Site Capture Room, or in any related Intellectual Property Rights, whether held or acquired by operation of law, contract, assignment or otherwise.
You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on the Service (including the Website and Mobile Application), except as follows:
You must not:
If you wish to make any use of material on the Services other than that set out in this Section 6, please address your request to: support@linkroom.com.
If you print, copy, modify, download or otherwise use or provide any other Person with access to any part of the Services in breach of the Terms of Use or an applicable Services Agreement, your right to use the Services will cease immediately, and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to the Services or any content on the Services is transferred to you, and all rights not expressly granted are reserved by Linkroom. Any use of the Services not expressly permitted by these Terms of Use incorporated herein or your Services Agreement is a breach of these Terms of Use and may violate copyright, trademark and other laws.
“Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property, and all similar or equivalent rights or forms of protection, in any part of the world.
7. Ownership of Digital Assets and Site Capture Rooms. Notwithstanding anything to the contrary in Section 6 above (Intellectual Property Rights; License; Restrictions), you and your licensors shall retain your respective rights in and to any Intellectual Property Rights incorporated into any (a) Client Digital Asset uploaded or posted to the Services (including the Website, the Mobile Application or a Room) by you or your Representative or (b) Site Capture Room. You, on behalf of yourself and each of your licensors, hereby grant Linkroom a perpetual, royalty-free license to use, commercialize, modify, correct, adapt translate, enhance, or otherwise prepare derivative works or improvements of any such Digital Asset or Site Capture Room. Such license may not be transferred by Linkroom; provided; however, that Linkroom may, without your or any of your licensors’ consent, transfer such license to an affiliate or subsidiary of Linkroom or to an assignee, transferee or successor of or to all or substantially all of the business or assets of Linkroom or a majority of the voting equity securities of Linkroom. You shall obtain all required authorizations and consents from all owners and licensors of Intellectual Property Rights in or to any such Client Digital Asset or Site Capture Room to ensure Linkroom’s rights under these Terms of Use (including this Section 7 and or Section 4(d) above (as applicable), and you represent and warrant to Linkroom that you have the authority to grant such license, and that you have obtained all such authorizations and consents, and secured all such rights in favor of Linkroom.
8. Trademarks. Without limiting Section 6 above (Intellectual Property Rights; License; Restrictions), Linkroom name, the terms “LINKROOM” and “LINKPAD”, Linkroom logo and all related names, logos, product and service names, designs and slogans are trademarks of Linkroom. You must not use such marks without the prior written permission of Linkroom. All other names, logos, product and service names, designs and slogans on the Services are the trademarks of their respective owners.
9. User Contributions. The Services may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, presentations, audio files, sounds or music, images, screen sharing, audio, visual or image streaming or sharing, you name, voice, image or likeness, and other interactive features (collectively, “Interactive Services”) that allow Users to post, upload, submit, publish, display or transmit to other users or other persons (hereinafter, “post”) content or materials (collectively, “User Contributions”) on or through the Services. (“User Contributions” do not include Client Digital Assets or Site Capture Rooms.) All User Contributions must comply with the Content Standards (defined below) set out in these Terms of Use. Any User Contribution you post to the site will be considered non-confidential and non-proprietary. By providing any User Contribution on the Services, you grant Linkroom, its affiliates, its subsidiaries, and their respective service providers, and each of our and their respective licensees, successors and assigns the right to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties any such material according to your account settings.
You represent and warrant that:
You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not Linkroom, have full responsibility for such content, including its legality, reliability, accuracy and appropriateness. Without limiting the foregoing, the Client shall be responsible for ensuring that any and all User Contributions submitted by each User under, in connection with or relating to the services complies with these Terms of Use, and their legality, reliability, accuracy and appropriateness.
We are not responsible, or liable to any third party, for the content or accuracy of any User Contributions posted by you or any other user of the Services.
10. Representations, Warranties and Covenants of Users regarding Information, User Contributions and Intellectual Property. Without limiting any provision of these Terms of Use, each User, on behalf of itself, himself, or herself, and the Client, on behalf of and with respect to itself, and with respect to each User that uses or accesses the Services in connection with such Client’s Subscription, represents, warrants, and covenants to Linkroom that (a) each such User (including the Client) is authorized to use, display, disclose, upload or transfer the Services or Linkroom, all names, trademarks, logos, copyrights, information, and other intellectual properties (and all related Intellectual Property Rights therein or thereto), including such items (and all related Intellectual Property Rights therein or thereto) that are owned by third parties, that such User uses, displays, discloses, or uploads or transfers to Linkroom in connection with such User’s use and access of the Services (including during any Session); (b) Linkroom is authorized to use, display, disclose, or have uploaded or transferred to the Services or Linkroom, all such items (and all related Intellectual Property Rights therein or thereto) in connection with Linkroom’s provision of the Services (including pursuant to the applicable Services Agreement and the Terms of Use); (c) Linkroom will be granted and acquire all rights in and to such items (and all related Intellectual Property Rights therein and thereto) as set forth in the applicable Services Agreement and these Terms of Use; (d) Linkroom’s use, display, disclosure or possession of such items (including on or through the Services) and acquisition of rights in and to such items (and the related Intellectual Property Rights therein or thereto) in accordance with the applicable Services Agreement and the Terms of Use will not infringe or otherwise violate the intellectual Property Rights of any Person; and (e) each such User (including the Client) has obtained and will obtain all authorizations or consents from the owners and licensors of such items (and the Intellectual Property Rights therein and thereto) for Linkroom to (i) use, display, disclose, have uploaded or transferred to the Services or Linkroom, or possess (including through the Services) such items (and the Intellectual Property Rights therein and thereto) in connection with the Services in accordance with applicable Services Agreement and the Terms of Use; and (ii) acquire the rights (including Intellectual Property Rights) in such items as set forth in the applicable Services Agreement and the Terms of Use. The Client shall be jointly and severally liability for any and all Losses suffered or incurred by any Linkroom Party arising out of or resulting from any breach by the Client or User under, in connection with, or relating to the Client’s Subscription.
11. Prohibited Uses. You may use the Services only for lawful purposes and in accordance with these Terms of Use and applicable Services Agreement.
You agree not to use the Services:
Additionally, you agree not to:
12. Monitoring and Enforcement. We have the right to:
Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Services. YOU WAIVE AND HOLD HARMLESS THE COMPANY, ITS AFFILIATES, ITS SUSBIDIARIES AND THEIR REPSECTIVE LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
However, we do not undertake to review material before it is posted on the Services, and cannot ensure prompt removal of objectionable material after it has been posted. ACCORDINGLY, WE ASSUME NO LIABILITY FOR ANY ACTION OR INACTION REGARDING TRANSMISSIONS, COMMUNICATIONS OR CONTENT PROVIDED BY ANY USER OR THIRD PARTY. WE HAVE NO LIABILITY OR RESPONSIBILITY TO ANYONE FOR PERFORMANCE OR NONPERFORMANCE OF THE ACTIVITIES DESCRIBED IN THIS SECTION 12.
13. Content Standards. These content standards (“Content Standards”) apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local and international laws and regulations. Without limiting the foregoing, User Contributions must not:
14. Copyright Infringement. If you believe that any User Contributions, Digital Assets, or Rooms (including a Site Capture Room) violate your copyright, please see our Copyright Policy available at https://linkroom.com/copyright-policy for instructions on sending us a notice of copyright infringement. It is the policy of Linkroom to terminate the user accounts of repeat infringers.
15. Publicity. If you are a Client, you agree, in your capacity as a Client, to participate in activities as requested by Linkroom, including providing quotes, participating in case studies, press releases, and/or testimonial advertisements describing your experiences as a Client with the use of the Services, including the Linkroom platform, Rooms and Site Capture Services (collectively “Publicity“), provided that Linkroom will obtain your approval of the Publicity content prior to the first public release of the Publicity. You, as a Client, grant to Linkroom a limited, world-wide, non-exclusive, non-transferable, royalty-free right and license to publish, use, reference and display the final, approved Publicity, in whole or through unedited excerpts, in all forms of media and for any purpose including publicity, advertising, and marketing in all forms of media, in Linkroom’s sole discretion.
16. Reliance on Information Posted. The information presented on or through the Services is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Services, or by anyone who may be informed of any of its contents.
The Services may include content provided by third parties, including materials provided by other Users, bloggers and third-party licensors, syndicators, aggregators and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by Linkroom, are solely the opinions and the responsibility of the Person providing those materials. These materials do not necessarily reflect the opinion of Linkroom. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
17. Changes to the Services. We may update the content on the Services from time to time, but the Services’ (including the Website’s or the Mobile Application’s) content is not necessarily complete or up-to-date. Any of the material on the Services may be out of date at any given time, and we are under no obligation to update such material.
18. Export Regulation. The Services may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. No User shall, and each User (including each Client, Administrator, Host and Guest) shall cause its Representative not to, directly or indirectly, export, re-export, or release the Services to, or make the Services accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. Each User shall, and each User shall cause its Representative to, comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Services available outside the US. You shall be liable for the violation of any export control laws, including the Export Control Reform Act and its associated regulations by you or any of your Representatives.
19. US Government Rights. The Website and Mobile Application are commercial computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly, if you are an agency of the US Government or any contractor therefor, you receive only those rights with respect to the Website or the Mobile Application as are granted to all other end users under license, 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 licensees and their contractors.
20. Information about You and Your Visits to the Services. All information we collect on the Services is subject to our Privacy Policy available at https://linkroom.com/privacy-policy By using the Services, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.
In addition, through automatic features of our platform, we monitor and track usage of the Services, including the number of Hosts and other Users using or access the Services, the number of hours Users use or access the Services, and data or storage usage under, in connection with, or with respect to Client’s Subscriptions or accounts. We may use such information for functionality, business purposes including but not limited to providing and improving our Services, compliance or security purposes, or for determining Clients’ fees and expenses, including for fees relating to subsequent or renewal terms under Clients’ Services Agreements.
21. No Sales or Payment through the Services. Hosts, for and on behalf of their respective Clients, may make presentations regarding, or present or discuss, products, services or properties during a Session through the Services (including the Website or Mobile Application). However, no business may be transacted, and no products, services or other property may be sold or purchased by any User (including the Client, a Host or a Guest) or other Person during any Session or otherwise through the Services (including the Website or Mobile Application). No payment may be made by any User or other Person through the Services (including through the Website, the Mobile Application, or during any Session other than payments made by a Client to Linkroom pursuant to an applicable Services Agreement through our third-party payment processor.
22. Linking to the Services and Social Media Features. To the extent permitted by the Services, you may link to app.linkroom.com, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part without our express written consent.
The Services may provide certain social media features that enable you to:
You may use these features solely as they are provided by us, solely with respect to the content they are displayed with, and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not:
The website from which you are linking, or on which you make certain content accessible, must comply in all respects with the Content Standards set out in these Terms of Use.
You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice.
We may disable all or any social media features and any links at any time without notice in our discretion.
23. Links from the Services. If the Services contain links to other sites and resources provided by the Client, a Host, a Guest or a third party, these links are provided for your convenience only. This may include links to the Client’s or Host’s websites. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites linked to the Services, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
24. Termination or Suspension of Subscription. In the event a Client’s Services Agreements or Subscription terminates or is suspended for any reason, each User’s use of and access to the Services with respect to that Client’s Subscription will terminate or be suspended.
25. Disclaimer of Warranties. You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Services will, including in connection with any administrative function, Session, Room (including any Site Capture Room), Digital Asset, or communication or sharing feature, be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER OR MOBILE DEVICE PROGRAMS OR APPLICATIONS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY SERVICES LINKED TO IT.
YOUR USE OF THE SERVICES, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES IS AT YOUR OWN RISK. THE SERVICES, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE SERVICES, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR WEBSITE, PLATFORM, NETWORK, SYSTEM, MOBILE APPLICATION OR THE SERVER OR SERVERS THAT MAKE ANY OF THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES, INCLUDING ANY SESSION, ROOM (INCLUDING ANY SITE CAPTURE ROOM) DIGITAL ASSET, COMMUNICATION OR SHARING FEATURE, WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
26. Limitation on Liability. TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES OR THEIR LICENSORS, OWNERS, SERVICE PROVIDERS, EMPLOYEES, OFFICERS, DIRECTORS, MANAGERS OR OTHER AGENTS OR REPRESENTATIVES BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICES, ANY SERVICES LINKED TO THE SERVICES, ANY CONTENT ON THE SERVICES OR SUCH OTHER SERVICESS OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES OR SUCH OTHER SERVICES, INCLUDING ANY SESSION, ROOM (INCLUDING ANY SITE CAPTURE ROOM) DIGITAL ASSET, COMMUNICATION OR SHARING FEATURE, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OR DIMINUTION OF VALUE OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
27. Indemnification. You agree to defend, indemnify and hold harmless Linkroom, its affiliates, its subsidiaries, licensors and service providers, and its and their respective owners, officers, directors, managers, members, employees, contractors, agents, licensors, suppliers, agents and other representatives, successors and assigns (“Linkroom Parties”) from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) (“Losses”) arising out of or relating to your breach or violation of these Terms of Use, your Services Agreement, or your use of the Services, or any matter for which you are responsible or liable under these Terms of Use or your Services Agreement, including, but not limited to, your User Contributions, any use of the Services’ content, services and products other than as expressly authorized in these Terms of Use, or your use of any information obtained from the Services.
28. Liability of the Client. The Client shall be jointly and severally liability for any and all Losses suffered or incurred by any Linkroom Party arising out of or resulting from any activity of any User under, in connection with, or relating to the Client’s Subscription, including any breach or violation by any User of these Terms of Use (including the Content Standards) or the Mobile Application End User License Agreement, or any Losses arising out of or resulting from any User Contribution or Client Digital Assets uploaded to any Room or any Site Capture Room with respect to the Client’s Subscription, or any claim of infringement by any Person related to any intellectual property (or any Intellectual Property Right therein or thereto) used, displayed or disclosed by any User in connection with the Services.
29. Release. Linkroom provides a platform in which Users can transact. However, Linkroom could not function if it were held responsible for the actions or inactions of different Users and/or third parties both on and off the Services. THEREFORE, AS AN INDUCEMENT TO THE COMPANY PERMITTING YOU TO ACCESS AND USE THE SERVICES, YOU HEREBY AGREE TO RELEASE EACH LINKROOM PARTY FROM AND AGAINST ALL DAMAGES (WHETHER DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR OTHERWISE), LOSSES, LIABILITIES, COSTS AND EXPENSES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH DISPUTES BETWEEN YOU AND ANY THIRD PARTY (INCLUDING ONE OR MORE OTHER USERS) IN CONNECTION WITH THE SERVICES (INCLUDING ANY SESSION OR FEATURE PROVIDED THROUGH THE SERVICES).
IN ADDITION, YOU WAIVE ANY APPLICABLE LAW OR STATUTE, WHICH SAYS, IN SUBSTANCE:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM, HER OR IT MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE RELEASED PARTY.”
30. Governing Law. All matters relating to the Services, these Terms of Use, including any policy or document referenced herein, including the Mobile Application End User License Agreement, Privacy Policy, and Copyright Policy, and each Services Agreement between Linkroom and you, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Illinois without giving effect to any choice or conflict of law provision or rule (whether of the State of Illinois or any other jurisdiction).
31. Arbitration Agreement; Class Waiver; Waiver of Trial by Jury. PLEASE READ THIS SECTION 31 (“ARBITRATION AGREEMENT”) CAREFULLY. IT IS PART OF YOUR CONTRACT WITH LINKROOM AND AFFECTS YOUR RIGHTS. IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
(a) Applicability of Arbitration Agreement. You and we agree that any dispute between you and any of the Linkroom Parties relating in any way to, or arising from in connection with (a) your access or use of the Services (including the Website or the Mobile Application), (b) this Agreement, including these Terms of Use, the Privacy Policy, any Mobile Application End User License Agreement and you, or any Services Agreement between Linkroom and you, (c) any communication you receive relating to Linkroom, or (d) to any aspect of your relationship with Linkroom, will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis; and (2) you or Linkroom Parties may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the effective date of these Terms of Use (i.e., the date upon which you agreed to these Terms of Use) or any prior version of this Agreement (including these Terms of Use).
(b) IF YOU AGREE TO ARBITRATION WITH THE COMPANY, YOU ARE AGREEING IN ADVANCE THAT YOU WILL NOT PARTICIPATE IN OR SEEK TO RECOVER MONETARY OR OTHER RELIEF IN ANY LAWSUIT FILED AGAINST THE COMPANY ALLEGING CLASS, COLLECTIVE, AND/OR REPRESENTATIVE CLAIMS ON YOUR BEHALF. INSTEAD, BY AGREEING TO ARBITRATION, YOU MAY BRING YOUR CLAIMS AGAINST THE COMPANY PARTIES IN AN INDIVIDUAL ARBITRATION PROCEEDING. IF SUCCESSFUL ON SUCH CLAIMS, YOU COULD BE AWARDED MONEY OR OTHER RELIEF BY AN ARBITRATOR. YOU ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED THAT YOU MAY CONSULT WITH AN ATTORNEY IN DECIDING WHETHER TO ACCEPT THESE TERMS OF USE, INCLUDING THIS ARBITRATION AGREEMENT.
(c) Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our Corporate Secretary at Linkroom LLC, 1395 W. Jeffrey Drive, Addison, IL 60101. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. The proceedings shall be held in Chicago, Illinois.
You may choose to have the arbitration conducted by telephone, based on written submissions. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
(d) Authority of Arbitrator. The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Linkroom Parties. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
(e) Waiver of Jury Trial. YOU AND THE COMPANY HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Linkroom are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 31(a) above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
(f) Waiver of Class and Consolidated Actions. ALL CLAIMS AND DISPUTES MUST BE BROUGHT ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, COLLECTIVE OR REPRESENTATIVE BASIS. THIS WAIVER APPLIES TO CLAIMS IN COURTS AND ARBITRATIONS. ONLY INDIVIDUAL RELIEF IS AVAILABLE FOR CLAIMS COVERED BY THIS AGREEMENT, AND CLAIMS OF ONE CLIENT, ADMINISTRATOR, HOST ATTENDEE OR OTHER USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CLIENT, ADMINISTRATOR, HOST ATTENDEE OR OTHER USER. If a decision is issued stating that applicable law precludes enforcement of any limitations in this Section 31(f) as to a particular claim for relief, then the applicable claim must be severed from the arbitration and brought on an individual basis in the state or federal courts in Chicago, Illinois. All other claims shall be arbitrated. The parties agree to submit to the personal jurisdiction of the state or federal courts located in Chicago, Illinois, for purposes of resolving any claims for relief that are severed from an arbitration in accordance with this subsection and waive any argument that holding proceedings in such courts will impose undue hardship or materially affect their ability to present their case.
(g) 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to the following address: Linkroom LLC 1395 W. Jeffrey Drive, Addison, IL 60101 or email support@linkroom.com, within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your email address, and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
(h) Severability. Except as provided in Section 31(f) above, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
(i) Survival of Agreement. This Arbitration Agreement will survive the termination or expiration of the Agreement or your relationship with Linkroom.
(j) Modification. Notwithstanding any provision in this Agreement to the contrary, we agree that if Linkroom makes any future material change to this Arbitration Agreement, it will not apply to any individual claim(s) for which you had already provided notice to Linkroom.
32. Limitation on Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THE SERVICES, THESE TERMS OF USE , OR ANY SERVICES AGREEMENT MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
33. Equitable Remedies; Remedies Cumulative. You acknowledge that a breach or threatened breach by you or any of your Representatives of any of your, its, his, her or their obligations under these Terms of Use, or any Services Agreement or Mobile Application End User License Agreement between Linkroom and you would give rise to irreparable harm to Linkroom, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by such party of any such obligations, Linkroom, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). Notwithstanding anything to the contrary in thee Terms of Use or any Services Agreement between Linkroom and you, the rights and remedies of Linkroom and each Company Indemnified Party under this these Terms of Use and any Services Agreement between Linkroom and you are cumulative and are in addition to and not in substitution for any other rights and remedies available under these Terms of Use, the applicable Services Agreement or Mobile Application End User License Agreement, at law or in equity, or otherwise.
34. Waiver. No waiver of by Linkroom of any term or condition set forth in these Terms of Use or any Services Agreement or Mobile Application End User License Agreement (as applicable) shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Linkroom to assert a right or provision under these Terms of Use or the Services Agreement or Mobile Application End User License Agreement (as applicable) shall not constitute a waiver of such right or provision.
35. Severability. Should any provision of these Terms of Use or any Services Agreement or Mobile Application End User License Agreement (as applicable) any be held by an arbitrator or court of competent jurisdiction to be enforceable only if modified, or if any portion of these Terms of Use or any Services Agreement or Mobile Application End User License Agreement (as applicable) shall be held as unenforceable and thus stricken, such holding shall not affect the validity of the remainder of this these Terms of Use or any Services Agreement or Mobile Application End User License Agreement (as applicable), the balance of which shall continue to be binding upon the parties with any such modification to become a part hereof and treated as though originally set forth in these Terms of Use or any Services Agreement or Mobile Application End User License Agreement (as applicable). The parties further agree that any such arbitrator or court is expressly authorized to modify any such unenforceable provision of these Terms of Use or any Services Agreement or Mobile Application End User License Agreement (as applicable) in lieu of severing such unenforceable provision from these Terms of Use or any Services Agreement or Mobile Application End User License Agreement (as applicable)in its entirety, whether by rewriting the offending provision, by deleting any or all of the offending provision, adding additional language to these Terms of Use or any Services Agreement or Mobile Application End User License Agreement (as applicable), or by making such other modifications as it deems warranted to carry out the intent and agreement of the parties as embodied herein or therein to the maximum extent permitted by applicable law. The parties expressly agree that these Terms of Use or any Services Agreement or Mobile Application End User License Agreement (as applicable) as so modified by the court shall be binding upon and enforceable against each of them. In any event, should one or more of the provisions of these Terms of Use or any Services Agreement or Mobile Application End User License Agreement (as applicable) be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions hereof, and if such provision or provisions are not modified as provided above, these Terms of Use or any Services Agreement or Mobile Application End User License Agreement (as applicable) shall be construed as if such invalid, illegal, or unenforceable provisions had not been set forth herein.
36. Miscellaneous. The division of these Terms of Use (or any policy or document referenced herein) or any Services Agreement (or any policy or document referenced therein) or Mobile Application End User
License Agreement into sections, and the insertion of headings, are for convenience of reference only and will not affect the construction or interpretation of these Terms of Use, the Services Agreement or the Mobile Application End User License Agreement. Any rule of construction to the effect that any ambiguity is to be resolved against the drafting party will not be applicable in the construction or interpretation of these Terms of Use or any Services Agreement or Mobile Application End User License Agreement. The singular shall include the plural and the masculine shall include the feminine and neuter, and vice versa. “Includes” or “including” shall mean “including without limitation.” The Recitals hereto are incorporated by reference into this Agreement. Except for parties intended to be indemnified or released pursuant to Section 0 or 29 of these Terms of Use, above which Sections of the Terms of Use and this Agreement shall be for the benefit of and enforceable by such indemnified or released parties, none of the provisions of these Terms of Use or the Services Agreement shall be for the benefit of or enforceable by any third party.
37. Survival. This Section 37 and Sections 6 (Intellectual Property), 7 (Ownership of Digital Assets and Site Capture Rooms), 8 (Trademarks), 15 (Publicity), 16 (Reliance on Information Posted), 18 (Export Regulation), 19 (US Government Rights), 25 (Disclaimer of Warranties), 26 (Limitation of Liability), 0 (Indemnification), 28 (Liability of the Client), 29 (Release), 30 (Governing Law), 31 (Arbitration Agreement; Class Waiver; Waiver of Trial by Jury), 32 (Limitation on Time to File Claims), 33 (Equitable Remedies), 34 (Waiver), 35 (Severability) and 36 (Miscellaneous) shall survive the termination, expiration or cessation of your use or access of or to the Services, the Subscription under, in connection with, or relating to which you have or may use or access the Services, or any Services Agreement or Mobile Application End User License Agreement between Linkroom and you.
38. Your Comments and Concerns. This website is operated by Linkroom LLC, 1395 W. Jeffrey Drive, Addison, Illinois 60101. All notices of copyright infringement claims should be sent to the copyright agent designated in our Copyright Policy, available at https://linkroom.com/copyright-policy, in the manner and by the means set forth therein. All other feedback, comments, requests for technical support and other communications relating to the Services should be directed to support@linkroom.com.
