Service Partner Agreement

This Liiingo Subscription Agreement (the "Subscription Agreement”) is a binding legal contract between Liiingo, Inc, including all of its Affiliates, a Delaware Corporation (“Liiingo,” “we, ”us” and their derivatives) and Subscriber (“Subscriber,” “You,” “Your” and their derivatives). Each Liiingo and You may sometimes be referred to herein as a “Party” and together, “Parties.”

Liiingo’s Terms of Service Agreement and Privacy Policy are hereby incorporated by reference herein.

Liiingo operates www.liiingo.com on all platforms (the “Services”)and offers a Service Partner Program (“Program”) through which approved Service Partners resell the Services to Service Partner customers under the terms of this Agreement.

Liiingo will grant Service Partner a license to participate in the Program under the following terms:

1. Definitions

We receive and store information about you such as:

• “Agent” means an authorized user of a Service allocated to a Customer. 
• “Affiliate” means, with respect to a party, any entity that directly or indirectly controls, is controlled by, or is under common control, with such party. “Control” means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such party, whether by contract, through the ownership of voting securities, or otherwise.
• “Commission Fee” means a commission a Service Partner may earn for reselling the Services to Service Partner Customers. 
• “Confidential Information” means any non-public information or data disclosed by either Party in any form that is marked or otherwise designated as confidential or proprietary, or that should otherwise by reasonably understood to be confidential in light of the nature of the information and the circumstances surrounding disclosure. Confidential Information includes, but is not limited to, any information regarding a party’s business, customers, products, technology, know-how, trade secrets, Liiingo Content, Customer Information, Customer Content, and this Agreement. “Confidential Information” shall not include any information which (a) is in the public domain through no fault of receiving party; (b) was known to the receiving party, without restriction or fault, prior to disclosure by the disclosing party; (c) was properly disclosed to the receiving party, without restriction, by another person with the legal authority to do so; or (d) is independently developed by the receiving party without any use of or reference to the disclosing party’s Confidential Information.
• “Content” means all content, in any form, created and uploaded into any Services by Customers and End Users. 
• “Contract(s)” means one or more agreements among Service Partner and Customers that initiate or renew annual subscriptions to access and use the Services, on terms consistent with and incorporating the terms of this Agreement. Any renewal of a subscription for an existing Customer shall be deemed a new Contract. 
• “Customer(s)” means Service Partner customers who acquire subscriptions to one or more Services directly from Service Partner for their internal business purposes under contracts and not for licensing, sublicensing, sale, resale, rent, lease, transfer, distribution of the Services or similar purposes. “Customers” shall not include any persons subscribing to the Services or any portion thereof through any other channel.
• “Customer Information” means the customer identifying information and Service Subscription information provided to Service Partner and Liiingo.
• “Documentation” means the written or electronic documentation, images, video, and text specifying the functionalities of the Services made available to Service Partner, Agents, or End Users. “Documentation” shall exclude any “community-moderated” forums related to the Services. 
• “End User(s)” means persons with whom Service Partner Customers transact using the Services.
• “Form” means a form completed by Service Partner with respect to each Customer and attached to each Contract. Each Form shall include all relevant Customer information relating to Customer’s subscription to one or more of the Services, including without limitation, business name, Service administrator(s), Agent(s) information, number of assigned subscriptions, Service plan(s) subscription(s), business address, telephone numbers, relevant email addresses, billing information, and any other information requested by Liiingo in its sole discretion. The Form may be a physical form or electronic portal/control panel as instructed by Liiingo to Service Partner and may be different for different Services.
• ”Intellectual Property Rights” means any registered and unregistered rights in inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how, and other trade secret rights, and all other proprietary rights, derivatives thereof, and forms of protection of a similar nature under any applicable law anywhere in the world. 
• “Liiingo Data” means any data and other materials supplied or made available to Service Partner by Liiingo or an Affiliate of Liiingo, including but not limited to, Documentation and information describing Liiingo Technology. 
• “Liiingo Data” means any data and other materials supplied or made available to Service Partner by Liiingo or an Affiliate of Liiingo, including but not limited to, Documentation and information describing Liiingo Technology. 
• “Person” means an individual, corporation, association, joint venture, partnership, limited liability company, estate, trust, unincorporated organization, and any other organization or entity, governmental or otherwise.
• “Service Partner Data” means all data and other materials, including marketing materials, instructions, documentation, technical information, and information involving Customers and End Users generated, gathered, and used by Service Partner in offering and providing the Services. 
• “Service Partner Technology” means technology including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs, and other tangible or intangible technical material or information owned and/or used by Service Partner in providing the Service Partner Services. 

2. Program Participation

• Approval.
  
  Participation in the Liiingo Service Partner Program is subject to Liiingo’s approval, in its sole discretion. Service Partners must access the following link and submit the required information in order to apply to become an approved Service Partner eligible to participate in the Liiingo Service Partner Program: liiingo.com/partnerprogram.
  
  Liiingo will notify each prospective Service Partner whether it has been approved. Service Partner is not authorized to participate in the Liiingo Service Partner Program unless approved in advance by Liiingo.
• Appointment. Upon Liiingo’s approval of Service Partner pursuant to Section 2(a) of this Agreement, and subject to all terms and conditions set out in this Agreement, Liiingo hereby:
  
  Appoints Service Partner to the Program (and Service Partner hereby accept such appointment), as an authorized Service Partner of subscriptions to the Services; and
  
  Grants Service Partner a limited, non-exclusive, terminable right as a member of the Program, to resell subscriptions and to access and use the Services during the term of this Agreement.
• Compliance. As a participant in the Program, Service Partner expressly agrees to comply at all times with the Program requirements in this Agreement, and with Liiingo’s guidelines and guidance to Service Partners participating in the Program, including but not limited to the rights granted herein, communications, designs, content, attribution, training, contracting, Intellectual Property Rights, all aspects of access, distribution and resale of the Services, and Liiingo’s Brand Standards which can be accessed here: liiingo.com/brandstandards.
• Program Overview. Your appointment to the Program and license allow you to:
  
  Market and offer subscriptions to the Services to potential Customers, solely for such Customers’ access and use of the Services for their own internal business purposes, and not for license, sublicense, sale, resale, rent, lease, transfer, distribution or other purpose
  
  Charge Customers for resale of the Services only under contracts consistent with and incorporating the terms and requirements listed in Section 3 of this Agreement, and other applicable provisions of this Agreement, provided that Liiingo may reject any potential or actual Customer at its sole discretion at any time;
  
  Access the Services for demonstration or evaluation purposes; and
  
  Manage the contractual relationship with Customers during the Term with respect to the Services, including Services subscription renewals and expansions.
• Program Obligations. Service Partner agrees to use continuous commercially reasonable efforts to market and promote the Services to potential Customers and do so in cooperation with Liiingo. Service Partner is responsible for creating any required marketing materials at Service Partner’s own cost and expense, in accordance with this Agreement and Liiingo’s Brand Standards.
  
  Service Partner agrees to only resell the Services under Contracts consistent with and incorporating the terms and requirements listed in Section 3 of this Agreement, and all other terms of this Agreement, as approved by Liiingo at its discretion.
  
  Service Partner agrees to report to Liiingo any Contract within five (5) business days of entering such Contract with a Customer, which report shall include and specify the Form and all Customer Information. Service Partner will keep physical copies of all such Contracts, maintain records of the lifecycle of all such Contracts, and provide copies of the foregoing records to Liiingo upon request. During the term of each Contract, Service Partner agrees to update Form information as necessary in accordance with changes to each Customer’s status and use of the Services.
  
  Service Partner agrees to treat all Confidential Information in accordance with the terms of this Agreement and all applicable laws. In so doing Service Partner agrees to implement policies and procedures to ensure the continued treatment of Confidential Information as such during the term of the Agreement and thereafter.
  
  Liiingo will provide Service Partner reasonable means to commission the Services to Customers upon Service Partner’s reselling of Services to approved Customers and receipt of Service Partner Fees (defined below) by Liiingo. Thereafter, Liiingo shall make a continuous, commercially reasonable effort to provide the Services to Customers including, without limitations, support service commensurate with support levels provided to other Liiingo customers based in each case on the Services plan licensed by such Customer. Liiingo and its Affiliates may access Customers’ accounts information in order to provide support services.
  
  From time to time Service Partner may provide Liiingo, independently or upon Liiingo’s request, verbal and/or written suggestions, comments or other feedback related to the Services, including, without limitations, design input and/or troubleshooting or other assistance provided in response to support requests (“Feedback”). Service Partner agrees to make a reasonable effort to provide Feedback to Liiingo as appropriate under the circumstances in each case. Service Partner hereby assigns to Liiingo all right, title, and interest in and to such Feedback. All Feedback is provided “AS IS,” and Service Partner makes no warranties whatsoever about any feedback.
• Program Restrictions. Service Partner agrees not to make any unauthorized, false, misleading, or illegal statements concerning this Agreement, Customers, Liiingo, or the Services.
  
  Service Partner will not solicit or resell the Services in violation of this Agreement, including but not limited to sale to a person engaged in illegal activities or deceptive business practices under applicable laws and/or regulations.
  
  Service Partner will not share, or allow any Customer or any other person to share a single login information among multiple persons except as expressly permitted under this Agreement.
  
  Service Partner will not request access to any account or account information to any person unless specifically requested by the Customer subscribing to such account.
  
  Service Partner will not seek to obtain access to any account without the express written consent of the Customer subscribing to such account.
  
  Service Partner will not present Service Partner as the owner of the Services or any Liiingo Data, or otherwise create an impression of any relationship among Service Partner and Liiingo or the Services other than the Service Partner relationship as established in this Agreement.
  
  Service Partner will not copy, edit, modify, adapt, store, translate, or reproduce the Services, Liiingo Data, or any portion thereof (except as permitted in this Agreement and the Documentation).
  
  Service Partner will not reverse engineer, disassemble, or decompile the Services or any component thereof, or otherwise attempt to discover or disclose the source code of the Liiingo Technology or any component thereof.
  
  Service Partner will not integrate any other Technology with Liiingo Technology (including, but not limited to open source code), without the prior written consent of Liiingo.
  
  Service Partner will not encumber, time-share, rent, or lease the rights granted under this Agreement.
  
  Service Partner will not remove, obscure, or alter any notice of Intellectual Property Rights present on or in the Services or any component thereof, except as explicitly permitted by this Agreement and/or the Documentation.
  
  Service Partner will not authorize or permit any other person to do any of the foregoing.

3. Customer Contracts and Service Provisioning

• Service Contracts. All Customers subscribing to one or more Services through Service Partner shall first enter Contracts with Service Partner, which Contracts shall be consistent with and incorporate the terms of this Agreement. Such Contracts shall, without limitation (i) clearly present Service Partner as a non-owner Service Partner of the Services; (ii) reference this Agreement as the contract allowing Service Partner to resell the applicable Services; (iii) appoint Liiingo as a third party beneficiary of such Contracts; (iv) reflect Service Partner and Customers’ rights and obligations under such Contracts in relation to the applicable Services, as detailed in this Agreement; (v) include provisions to bind Service Partner Customers legally to the Liiingo, LLC Service Partner Subscription Services Agreement which can be accessed here: liiiingo.com/servicepartnersubscriberagreement; and (vi) clearly provide that if and when this Agreement is terminated for any reason whatsoever such Contracts may be assigned to Liiingo, and following such assignment the terms of this Agreement shall become the only binding legal document governing the provision of Services by Liiingo to Customers.
• Services Provisioning. Upon receiving all relevant Customer Information in a Form, as required for commission of the applicable Services and the corresponding Service Partner Fees as contemplated herein, Liiingo, will activate the applicable Services in accordance with the specifications Service Partner provides and provide the applicable Services, or as applicable, cause the applicable Services to be provided to Customers as detailed in this Agreement and Documentation; provided that any trial period (as described in the Documentation) commissioned by Liiingo to Customers for use of the applicable Services shall be limited to no more than the allowed time period with respect to the applicable Services and shall only be provided to new prospective Customers.
• Contract Assignment. If and when this Agreement is terminated for any reason Service Partner hereby agrees to assign, upon the request of Liiingo within thirty (30) business days of such termination, all or any portion of Service Partner Contracts as requested by Liiingo to Liiingo or an Affiliate of Liiingo to the extent such Contracts govern the provision of Services to Customers. Service Partner further agrees to fully assist Liiingo in all material respects to secure seamless, continued business relationship among Liiingo and such Customers.
• Liability to Customers. Liiingo will not be responsible or liable to Service Partner for any claims relating to Customers or End Users’ use of the Services, or to Service Partner’s collection, knowledge, or maintenance and/or handling of Customer Information and/or Content. Service Partner agrees to disclaim in Service Partner’s Contracts, to the full extent permitted by applicable laws, Liiingo’s and its Affiliates liability for any damages, whether direct, indirect, incidental or consequential, arising out of Service Partner’s distribution and reselling of the Services under Service Partner’s Contracts or their use of the Services pursuant to such Contracts.
• Enforcement of Service Partner’s Contracts. Service Partner agrees to use best efforts to enforce Service Partner’s Contracts. To the extent Service Partner fails to enforce Service Partner’s Contracts, Liiingo may fulfill Service Partner’s rights as a third party beneficiary, in which case Service Partner will reimburse Liiingo for any costs and expenses actually incurred by Liiingo in connection with enforcing its rights under Service Partner’s Contracts.

4. Customer Information and Content

Service Partner understands and agrees that Liiingo and its Affiliates may access Customer Information and Content in the normal course of business as the operator of the Services. Liiingo will have no responsibility or liability for the deletion or loss by Service Partner, Customers, End Users or any other non-Liiingo person of any messages, Customer Information, End Users’ data or Content or other communications or other content maintained or transmitted to or from Service Partner, and Service Partner hereby agrees to indemnify and hold Liiingo and its Affiliates harmless from and against any and all liabilities, losses, damages, costs and expenses arising out of or relating to deletion or loss of such data by Service Partner or any such Customers, End Users, or any person other than Liiingo.

5. Reserved Rights

Liiingo and its Affiliates expressly reserve the right to market and provide the Services, themselves or through any other Person, and Service Partner shall not be entitled to any commission, compensation, or other rights whatsoever in relation with such marketing or provision of the Services.

6. Security Procedures

The parties shall each use commercially reasonable efforts to safeguard and maintain the integrity of Customer Information, End User data, and Content in their possession and/or under their control. Such efforts shall include the development and implementation of commercially reasonable technical, administrative and physical measures to protect such data from unpermitted disclosure. The parties agree that (i) such security procedures constitute reasonable procedures to protect the integrity of such data from unauthorized access; and (ii) the state of the art does not permit the development of electronic security systems that are completely free of failures.

7. Account Passwords

Liiingo will not be liable to Service Partner or any other person for Service Partner or Customers’ failure to maintain the confidentiality of their password for the Services, and Service Partner agrees to hold Liiingo and its Affiliates harmless for any claims arising from loss of passwords by Service Partner or Customers. You agree to notify Liiingo of any unauthorized use of the Services that comes to Service Partner’s attention.

8. Integration Activities

Except when agreed so in writing signed by both parties, in no event will Liiingo be required to modify the Services and/or Liiingo Technology in any way to incorporate any work product of Service Partner or a third party or otherwise modify or adapt the Services for use with any hardware, application, technology, systems, or tools provided by any entity other than Liiingo or its Affiliates.

9. Audits

• Audit Rights. Service Partner agrees to create and to maintain during the Term and for two (2) years after the termination of this Agreement, sufficient books, records, and accounts to confirm information about Service Partner’s Contracts, Customer Information, fees collected from or charged to Customers with respect to the Services, as reasonably necessary to evidence all Service Partner’s activities as a Service Partner. Upon reasonable notice to Service Partner and during normal business hours, Liiingo may audit such books, records, and accounts to verify such activities, including on-site examination of such books and records.
• Penalties. If any such examination discloses material violation of any of the terms of this Agreement, Service Partner hereby agrees that Liiingo shall be entitled, in addition to any other remedies, to be reimbursed by Service Partner for any underpayments made under this Agreement, as well as all of Liiingo’s audit costs and liquidated damages equal to five percent (5%) of the Service Partner Fees paid to Liiingo under this Agreement.

10. Term and Termination

• Term. After Liiingo approves Service Partner to participate in the Program, this Agreement shall become effective upon Service Partner agreeing to the Agreement here: liiingo.com/servicepartnerprogram. The Agreement shall remain in full force unless terminated according to the termination provisions below.
• Termination. Either party may terminate this Agreement by providing the other party a written termination notice, if the other party commits a material breach of this Agreement and fails to correct such breach within thirty (30) days of receiving a written breach notice specifying the breach. Either party may terminate this Agreement immediately upon notice of a breach that is not capable of being cured within such thirty (30) day period. Notwithstanding anything else to the contrary, it is expressly understood and agreed by the parties that any non-payment of Service Partner Fees shall be considered a material breach of this Agreement.
  
  Either party may terminate this agreement without cause upon thirty (30) days’ written notice to the other party.
  
  Either party may terminate this Agreement immediately if, under applicable Law, the other party is liquidated, commences dissolution proceedings, fails to continue business, assigns its assets and/or business to the benefit of creditors, or otherwise becomes the subject of bankruptcy or similar proceeding.
  
  In addition to any other suspension or termination rights in this Agreement, Liiingo may also suspend Service Partner’s (or any Customer’s) access and/or use of the Services, or terminate this Agreement immediately upon concurrent written notice to Service Partner if (i) Service Partner, or any Customer or End User’s use of the Services violates any Laws, (or gives Liiingo a reason to believe such violation has occurred or is imminent), as determined in Liiingo’s discretion; (ii) there is an unusual spike or increase in Service Partner’s use of the Services (alone or as used by Customers) causing Liiingo to believe such traffic or use is fraudulent or negatively impacting the operating capability of the Services; or (iii) Liiingo determines, in its reasonable discretion, that its provision of any of the Services is prohibited by any laws, or has become impractical or unfeasible for any legal or regulatory reason.
• Effect of Termination. Upon termination of this Agreement (i) all rights and licenses granted to Service Partner hereunder shall immediately cease and Service Partner shall return or destroy all Confidential Information of any other person in Service Partner’s possession or control; (ii) within thirty (30) days Service Partner shall, at the request of Liiingo, assign all or any portion of the Contracts relating to the Services to Liiingo or an Affiliate of Liiingo, as further detailed in Section 3(c) herein; (iii) within thirty (30) days of any termination Service Partner shall pay all Service Partner Fees due for Services provided to Customer; and (iv) Service Partner shall, upon Liiingo’s written request, deliver a certificate signed by Service Partner’s executive officer attesting to compliance with the foregoing.
  
  Termination of this Agreement shall not limit either party from pursuing any other remedies available to it, including injunctive relief, nor shall such termination relieve any obligation to pay all fees that have accrued or are otherwise owed under this Agreement.
  
  Notwithstanding termination, the provisions of this Agreement shall survive the expiration or earlier termination of this Agreement to the extent necessary to affect their intent and operation with respects to the parties’ relations hereunder.

11. Marketing Committment

• You agree to make a commercially reasonable effort to promote the Services, and to solicit and obtain orders from potential Customers for the Services. In determining the manner and method you pursue in discharging this undertaking you shall account for policies established from time to time by Liiingo.
• Upon execution of this Agreement, and in consideration for making the Services available to you under this Agreement, you agree to allow Liiingo to publicly reference you as a member of the Program in accordance with this Agreement.
• You will not issue any press release or other public announcement regarding the existence or content of this Agreement or the relations contemplated herein, without Liiingo’s prior written approval.

12. Confidential Information

• Either party, as the party receiving Confidential Information (“Recipient”) may only use the disclosing party’s (“Discloser”) Confidential information for the purpose and objectives of this Agreement and as necessary to provide the Services. Both Parties shall protect Confidential Information from unauthorized disclosure or misuse by using the same degree of care as for their own confidential information of like importance, but shall at least use reasonable care. Further, both parties agree to have each of their employees, agents, or independent contractors with access to any Confidential Information agree to be bound by an enforceable agreement that reasonably ensures the protection of the Confidential Information from disclosure.
• Each party as Receiver agrees to promptly notify the Discloser upon learning of any unauthorized disclosure of the Discloser’s Confidential Information, and shall provide reasonable assistance to the Discloser to remedy and contain such breach. The foregoing notwithstanding, a Receiver may disclose the Discloser’s Confidential Information if the information is required by law to be disclosed in response to a valid order of a court of competent jurisdiction or authorized government agency, provided that the Receiver gives the Discloser prompt written notice and obtains or assists the efforts by the Discloser to obtain a protective order prior to disclosure.
• The foregoing notwithstanding, the parties agree and acknowledge that Liiingo’s compliance with Section 6 with respect to Customer Information, End Users’ data, and Content shall be deemed compliant with its obligations under this Section 12.

13. Intellectual Property Rights

• Either party, as the party receiving Confidential Information (“Recipient”) may only use the disclosing party’s (“Discloser”) Confidential information for the purpose and objectives of this Agreement and as necessary to provide the Services. Both Parties shall protect Confidential Information from unauthorized disclosure or misuse by using the same degree of care as for their own confidential information of like importance, but shall at least use reasonable care. Further, both parties agree to have each of their employees, agents, or independent contractors with access to any Confidential Information agree to be bound by an enforceable agreement that reasonably ensures the protection of the Confidential Information from disclosure.
• Each party as Receiver agrees to promptly notify the Discloser upon learning of any unauthorized disclosure of the Discloser’s Confidential Information, and shall provide reasonable assistance to the Discloser to remedy and contain such breach. The foregoing notwithstanding, a Receiver may disclose the Discloser’s Confidential Information if the information is required by law to be disclosed in response to a valid order of a court of competent jurisdiction or authorized government agency, provided that the Receiver gives the Discloser prompt written notice and obtains or assists the efforts by the Discloser to obtain a protective order prior to disclosure.

14. Modification, Discontinuation of Services

• Liiingo reserves the right to modify the Services and the Liiingo Technology, at its sole discretion at any time. Liiingo shall provide you ten (10) days prior notice with respect to any material modifications of the foregoing.
• Following such notice you may terminate this Agreement and your participation in the Program based on such material modifications by providing Liiingo at least thirty (30) days advance written termination notice, in which case the termination shall become effective at the earlier of the entry into effect of such modification or the termination date indicated in your notice. Upon termination of this Agreement due to such material modification, you will pay Liiingo the balance of any Service Partner Fees owed to Liiingo under any Contracts entered into among you and Customers prior to the date of such termination. 
• Unless you provide notice to Liiingo in writing within thirty (30) days after being given notice of such material modification, you will be deemed to have agreed with the modification, without any further obligation or liability by Liiingo to you.

15. Fees

• Service Partner Fees. Liiingo will charge you the fees listed on the Services, for the relevant length of the Customer subscription as of the effective date of the applicable Contract for each Agent commissioned to you hereunder and subscribed to by a Customer (“Service Partner Fees”). 
• Fees Charged to Customers. You may only resell the Services to Customers for actual Services provided (excluding any trial use of the Services by Customers as made available by Liiingo). Liiingo shall invoice you Service Partner Fees for each Customer upon receiving a complete Form applicable to such Customer, as requested by you under an applicable Contract (and any renewal thereof). Invoices shall be due and payable upon receipt. All Service Partner Fees shall be paid in a form determined by Liiingo, in its sole discretion. 
• Non-Payment. Without limiting any other remedies available to it, Liiingo reserves the right to suspend or terminate the Services to any Customer if you fail to pay the Service Partner Fees (or portion thereof) associated with the Services provided to such Customer in violation of this Section 15 within thirty (30) days of invoice. Furthermore, (i) you agree to fully indemnify Liiingo and hold Liiingo and its Affiliates harmless from and against any and all liabilities, losses, damages, costs and expenses arising out of or relating to any third party claim due to such termination or suspension of the Services; and (ii) Liiingo and its Affiliates may negotiate and enter into a direct relationship and contract for subscription to the Services if you fail to pay Service Partner Fees attributable to such Customer in a timely manner. In the event that Liiingo enters into any such relationship, you shall not be entitled to any compensation with respect to such Customer’s subscription to or use of the Services.
• Taxes. You will be responsible for, and will indemnify and hold Liiingo and its Affiliates harmless against all international, federal, state and local taxes of any government, including, but not limited to, sales and use tax (exclusive of taxes on Liiingo’s net income), duties and assessments arising on or measured by amounts payable to Liiingo or arising on or measured by amounts sold by you.
• No Set-Off; No Refunds. You will not set-off or offset against Service Partner Fees owed by you amounts that you claim are due to you by Liiingo or any amounts resulting from any billing or collection dispute between you and a Customer. You will bring any claims or causes or action you may have in a separate action, and you hereby waive any rights you may have under any law or regulation to offset, set-off, or withhold any Service Partner Fees due. No refunds or credits for Service Partner Fees or other fees or payments will be provided to you if you or any Customer elects to terminate any subscription or close or cancel any account prior to the end of the then effective Subscription Term or if Liiingo suspends or terminates such subscription or account pursuant to its rights under this Agreement.
• Currency Control. You represent and warrant that, as of the Effective Date of this Agreement, no currency control laws where you conduct the activities under the Agreement prevent the payment to Liiingo of any sums due under this Agreement.

16. Service Partner Commission Fees

• Monthly User Subscriptions – Commission Fees for First Year. For monthly subscriptions resold by an approved Service Partner, Service Partner will earn 10% each month the Customer has an active subscription for a period of one (1) year from the date of the first Commission Fee payment. 
• Monthly User Subscriptions – Commission Fees After First Year. For monthly subscriptions resold by an approved Service Partner, Service Partner will earn 10% each month the Customer has an active subscription after the first year referenced in Section 16(a) of this Agreement. 
• Annual User Subscriptions – Commission Fees for First Year. For annual subscriptions resold by an approved Service Partner, Service Partner will earn10% in the form of a one-time payment.
• Annual User Subscriptions – Commission Fees for First Year. For annual subscriptions resold by an approved Service Partner, Service Partner will earn10% in the form of a one-time payment.
• Monthly User Subscriptions – Payment Date of Commission Fees. Commission Fees for monthly Customer subscriptions will be payable to Service Partner for active subscriptions on the 15th of each month after the initial one-month free trial period ends. For example, if Service Partner earned a Commission Fee on April 30th, it, along with all May Commission Fees would be paid starting on June 15th. If Service Partner earned a Commission Fee on May 5th, it, along with all June Commission Fees would be paid on July 15th. 
• Annual User Subscriptions – Payment Date of Commission Fees. Commission Fees for annual Customer subscriptions will be payable to the Service Partner on the 15th of the month after the initial one-month free trial period ends. For example, if Service Partner earned a Commission Fee on April 30th, it would be paid on June 15th. If Service Partner earned a Commission Fee on May 5th, it would be paid on July 15th. 
• All determinations Liiingo makes regarding Commission Fees due to Service Partner are final and binding. 
• Only Service Partners approved by Liiingo at the time of receipt of a Customer purchase will be eligible for payment under this Agreement.
• As independent contractors, Service Partners are solely responsible for any and all taxes and/or other fees or obligations associated with the receipt of payment under this Agreement.

17. Indemnification

• Generally. The indemnities specified herein are the only remedy under this Agreement for any third party claims arising out of this Agreement.
• Indemnification by Service Partner. You will indemnify, defend, and hold Liiingo and its Affiliates harmless from and against all liabilities, damages, or costs (collectively, “Costs”) arising out of any third party’s allegations, threats, claims and/or actions (collectively, “Claims”) brought against Liiingo or its Affiliates due to (i) your activities or breach under this Agreement, (ii) your breach of any Contract, or (iii) your operation of or access to any account, your activity within the Services with respect to any account, or your operation of or access to any account, your activity within the Services with respect to any account, or your operation, sale, or distribution of the Services; provided that (A) Liiingo shall promptly notify you in writing of any such Claim, (B) you will have the authority to defend and/or settle such Claim (provided that you will not settle any Claim without Liiingo consent unless it completely eliminates any liability attributed to Liiingo), and (C) Liiingo shall reasonably cooperate with you in connection with such Claims; and provided further that Liiingo may at its choice participate in the defense of such Claims at its own expense.

18. Limited Warranty; Limitation of Liability

• THE SERVICES ARE PROVIDED “AS IS ” AND LIIINGO MAKES NO WARRANTIES, EXPRESS OR IMPLIED, OR ANY REPRESENTATIONS TO YOU OR ANY CUSTOMER REGARDING THE USABILITY, CONDITION, OPERATION OR FITNESS OF THE SERVICES. LIIINGO DOES NOT WARRANT THAT YOUR OR ANY CUSTOMERS’ ACCESS TO OR USE OF THE SERVICES SHALL BE UNINTERRUPTED OR ERROR-FREE, OR THAT IT WILL MEET ANY PARTICULAR CRITERIA OF PERFORMANCE OR QUALITY. LIIINGO EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COMPATIBILITY, SECURITY OR ACCURACY. THIS DISCLAIMER OF WARRANTY AND LIABILITY IS EXPRESSLY MADE IN ADDITION TO ANY DISCLAIMERS MADE BY LIIINGO OR ITS AFFILIATES UNDER THE SERVICE PARTNER TERMS WITH RESPECT TO THE SERVICES AS APPLICABLE TO YOUR PROVISION OF THE SERVICES TO CUSTOMERS AND SUCH CUSTOMERS’ USE OF THE SERVICES.
• TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT DAMAGES (SUCH AS SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES OR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION, OR ANY OTHER PECUNIARY LOSS) RESULTING FROM ANY CLAIMS, DEMANDS OR ACTIONS ARISING OUT OF THIS AGREEMENT.
• LIIINGO’S AGGREGATE LIABILITY HEREUNDER SHALL NOT EXCEED THE AMOUNT OF SERVICE PARTNER FEES PAID BY YOU UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE ALLEGED EVENTS GIVING RISE TO LIABILITY.

19. General

1. Anti-Bribery and Export Compliance. You will not use, resell, distribute, transfer, provide, sub-license, share with, or otherwise offer the Services in violation of any laws or this Agreement, including, without limitation, the United States Foreign Corrupt Practices Act and similar anti-corruption statutes in all jurisdictions. Without limiting the foregoing, you will not knowingly directly or indirectly export, re-export, transfer, make available or release (collectively, "Export") the Services to any destination, person, entity, or end use prohibited or restricted under US law without prior US government authorization to the extent required by regulation, including without limitation, any parties listed on any of the denied parties lists or specially designated nationals lists maintained under the EAR or the Security and the Foreign Asset Control Regulations (31 CFR 500 et seq.) administered by the US Department of Treasury, Office of Foreign Assets Control without appropriate US government authorization to the extent required by regulation. Compliance with the trade laws of other countries pertaining to the Export, import, use, or distribution of the Services to Customers and End Users is your responsibility.
2. Assignment. This Agreement may not be assigned by a party thereto without the prior written consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, Liiingo may assign this Agreement without your prior consent to its Affiliate, or in connection with the sale, merger, or other corporate combination involving all or substantially all of the assets of Liiingo, provided the assignee agrees in writing to assume all of Liiingo’s obligations and liabilities hereunder.
3. Binding on Successors. This Agreement shall endure to the benefit of and be binding upon the parties and their respective successors and permitted assigns. 
4. Severability/Waiver. If any provision of this Agreement shall be determined by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect.
5. Waiver of Breach. No delay or omission by either party to exercise any right or power arising upon the other party’s nonperformance or breach will impair that right or power or be construed as a waiver of it. Any waiver must be in writing and signed by the waiving party. A waiver on one occasion will not be construed as a waiver of any subsequent event of nonperformance or breach.
6. Force Majeure. Except for the obligation to make payments, performance under this Agreement shall be postponed automatically to the extent that either party is prevented from meeting its obligations by causes beyond its reasonable control, including but not limited to natural disasters, fire, pandemic governmental acts, labor disputes or failure of suppliers, provided that a force majeure event affecting a party’s performance under this Agreement for thirty (30) or more days shall entitle the other party to terminate this Agreement and receive any refund, or due or unused Service Partner Fees, as the case may be. 
7. Notices. All notices in connection with this Agreement shall be delivered in writing to the persons and addresses detailed in the Form, and such notices shall be deemed delivered after three (3) working days of delivery by registered post or courier or, if delivered by email with return receipt, upon receipt acknowledgement.
8. No Agency. The parties acknowledge that each is an independent contractor and nothing herein constitutes a joint venture or partnership. You have no right to vary any policies, conditions, representations, or warranties made by Liiingo, and neither party has the right to bind or act for the other as agent or in any capacity except as expressly provided in writing by amendment to this Agreement. The relationship under this Agreement shall not create any legal partnership, franchise relationship, or other form of legal association between the parties that would impose a liability between the parties or to third parties.
9. Entire Agreement. This Agreement, including all exhibits and attachments thereto, contains the complete and exclusive statement of the agreement between the parties with respect to the subject matter herein. The terms and conditions of this Agreement shall prevail over any purchase order submitted by you. Any changes or amendments to this Agreement must be in writing expressly referring to the changes to this Agreement, and be duly executed by both parties, unless otherwise provided in this Agreement. 
10. Counterparts. This Agreement may be signed in counterparts and delivered by facsimile or electronic mail, each of which shall be considered an original document, but together which shall constitute one complete document.
11. Governing Law. The validity, interpretation, construction, and performance of this Agreement shall be governed by the laws of the State of Idaho, without giving effect to the principles of conflict of laws.
12. Governing Law. The validity, interpretation, construction, and performance of this Agreement shall be governed by the laws of the State of Idaho, without giving effect to the principles of conflict of laws.
13. AGREEMENT TO ARBITRATE. This section applies to any dispute EXCEPT IT DOES NOT INCLUDE A DISPUTE RELATING TO CLAIMS FOR INJUNCTIVE OR EQUITABLE RELIEF REGARDING THE ENFORCEMENT OR VALIDITY OF YOUR OR THE LIIINGO’S INTELLECTUAL PROPERTY RIGHTS. The term “dispute” means any dispute, action, or other controversy between you and Liiingo concerning this Agreement, whether in contract, warranty, tort, statute, regulation, ordinance, or any other legal or equitable basis. “Dispute” will be given the broadest possible meaning allowable under law.
14. • Notice of Dispute.  In the event of a dispute, you or Liiingo must give the other a Notice of Dispute, which is a written statement that sets forth the name, address, and contact information of the party giving it, the facts giving rise to the dispute, and the relief requested. You must send any Notice of Dispute via email to: connect@liiingo.com. Liiingo will send any Notice of Dispute to you by U.S. Mail to your address if we have it, or otherwise to your email address. You and Liiingo will attempt to resolve any dispute through informal negotiation within sixty (60) days from the date the Notice of Dispute is sent. After sixty (60) days, You or Liiingo may commence arbitration.
    • Binding Arbitration. If you and Liiingo don’t resolve any dispute by informal negotiation, any other effort to resolve the dispute will be conducted exclusively by binding arbitration as described in this section. You are giving up the right to litigate (or participate in as a party or class member) all disputes in court before a judge or jury. The dispute shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. The arbitration will be conducted in Boise, Idaho, and judgment on the arbitration award may be entered into any court of competent jurisdiction. The award of the arbitrator will be final and binding upon the parties without appeal or review except as permitted by Idaho law. Either party may seek any interim or preliminary injunctive relief from any court of competent jurisdiction, as necessary to protect the party’s rights or property pending the completion of arbitration. Any and all legal, accounting, and other costs, fees, and expenses incurred by the prevailing party (whether in binding arbitration, or litigation in the case of claims for injunctive or equitable relief as stated in this Agreement) shall be borne by the non-prevailing party.
    • Prohibition of Class and Representative Actions and Non-Individual Actions. You and Liiingo agree that either may bring claims against the other only on an individual basis and not as part of any purported class or representative action or proceeding unless both you and Liiingo agree otherwise. The arbitrator may not consolidate or join more than one person’s or party’s claims and may not preside over any form of a consolidated, representative or class proceeding. Also, the arbitrator may award relief (including monetary, injunctive and declaratory relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party’s claim(s). Any relief awarded cannot affect other customers of Liiingo.

14. Advice of Counsel. YOU ACKNOWLEDGE THAT, IN EXECUTING THIS AGREEMENT, YOU HAVE HAD THE OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT LEGAL COUNSEL, AND YOU HAVE READ AND UNDERSTOOD ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT. THIS AGREEMENT SHALL NOT BE CONSTRUED AGAINST ANY PARTY BY REASON OF THE DRAFTING OR PREPARATION HEREOF.
15. Contact. If you have questions about this Agreement, please contact us at connect@liiingo.com.