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 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:

2. Program Participation

3. Customer Contracts and Service Provisioning

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

10. Term and Termination

11. Marketing Committment

12. Confidential Information

13. Intellectual Property Rights

14. Modification, Discontinuation of Services

15. Fees

16. Service Partner Commission Fees

17. Indemnification

18. Limited Warranty; Limitation of 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.
    • 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: 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.
  2. Contact. If you have questions about this Agreement, please contact us at