This Liiingo Subscription Agreement (the "Subscription Agreement”) is a binding legal contract between Liiingo, LLC, including all of its Affiliates, an Idaho Limited Liability Company (“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 operates www.liiingo.com on all platforms (the “Services”). This Subscription Agreement governs the use of and access to the Services by You, Your Agents, Your Affiliates, and Your End Users whether in connection with a free trial or paid subscription to the Services. If You enter into this Subscription Agreement on behalf of a company, organization, or other entity (an “Entity”), You agree that You have the authority to bind such Entity and its Agents and Affiliates to this Subscription Agreement.

By using the Services, you agree to the terms and conditions of this Subscription Agreement and the Privacy Policy. The Privacy Policy is part of this Subscription Agreement and incorporated by reference herein. If you do not agree to any of these terms, please do not use the Services.

You affirm that you are eighteen (18) or more years of age and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Subscription Agreement.

Nothing in this Subscription Agreement shall be deemed to confer any third-party rights or benefits. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Subscription Agreement.

By using or accessing a free trial or paid subscription to the Services, You agree to the following terms:

1. Definitions

We receive and store information about you such as:

• “Account” means any account created by or on behalf of You, Your Agents, or Your Affiliates within the Services. 
• “Additional Features” means additional features or functionality that are available or enabled through the Services but do not form part of the Services. Additional Features may also include third-party services that are purchased and/or subscribed to and that are identified as being resold by Liiingo and governed by such third party’s alternate agreement. Additional Features are purchased or enabled separately from Your Subscription Plan. 
• “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.
• “Agent” means an authorized user of a Service allocated to a Customer.
• “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.
• “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.
• “End User(s)” means persons with whom Service Partner Customers transact using the 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.
• “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.
• “Subscription Plan” means the service plan and the functionality and services associated therewith for the Services as referenced on the Services. For purposes of this Agreement, “Subscription Plan” includes “Add-On Options” and “Service Points” as referenced on the Services.
• ”Subscription Term” means the period during which You have agreed to subscribe to the Services as referenced on the Services. 

2. The Services

• Account. You agree You, Your Agents, and Your Affiliates are responsible for maintaining the confidentiality of all login and password information for Your Account. 
• Service. Liiingo will make the Services and Your Subscriber Content (defined below) available to You pursuant to this Subscription Agreement and the Subscription Plan You purchased on the Services. Liiingo will use commercially reasonable efforts to make the Services available twenty-four (24) hours per day, seven (7) days per week, except during planned downtime which Liiingo will provide advance notice of via the Services or to the Account owner. 
• Support. Liiingo will provide standard customer support for the Services as detailed on the Services for no additional charge. 
• Modifications. You agree that Liiingo may modify the features and the Services during Your Subscription Term. Liiingo shall provide You with commercially reasonable advance notice of any depreciation of any material feature or functionality of the Services.
• Additional Features. Liiingo will notify You of any applicable supplemental terms and/or alternate agreement prior to Your activation of any Additional Features. The activation of any Additional Features by You will be considered acceptance of the applicable supplemental terms and/or alternate agreement. 

3. General Use of the Services

By purchasing a Subscription Plan to the Services, Liiingo hereby grants You a revocable, non-transferable, and non-exclusive permission to access and use the Services as set forth in this Agreement, provided that:

• You agree not to license, sublicense, sell, outsource, rent, lease, transfer, assign, distribute, time-share, or otherwise commercially exploit or resell the Services to any third party, other than authorized Agents, Affiliates, and End Users without Liiingo’s prior written authorization.
• You agree not to alter, modify, or hack any part of the Services or otherwise attempt to gain unauthorized access to the Services or related systems or networks.
• You agree not to attempt to decipher, decompile, reverse engineer, or otherwise discover the source code of the Services. 
• You agree not to access Liiingo Content (defined below) through any technology or means other than as authorized by this Agreement or a written agreement between you and Liiingo.
• You agree not to use or launch any automated system, including without limitation, “robots,” “spiders,” or “offline readers,” that accesses the Services in a manner that sends more request messages to the Services’ servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser.
• You agree not to launch or facilitate, whether intentionally or unintentionally, a denial of service attack on any of the Services or any other conduct that materially and adversely impacts the availability, reliability, or stability of the Services.
• You agree not to use the Services or Liiingo Content in a manner that Liiingo finds, in its sole discretion, has the effect of competing with or displacing the market for the Services, without Liiingo’s express written consent. 
• You agree to otherwise comply with the terms and conditions of this Agreement, and all applicable local, national, and international laws and regulations.
• You agree Liiingo reserves the right to modify, discontinue, or suspend any aspect of the Services at any time for any reason in its sole discretion. You agree Liiingo is not liable to You, Your Agents, Your Affiliates, and Your End Users for any modification, discontinuation, or suspension of the Services.

You agree this Section 3 applies to You, Your Agents, Your Affiliates, and Your End Users.

4. Your Use of Liiingo Content on the Services

In addition to the general restrictions above, the following restrictions and conditions apply specifically to Your, Your Agents, Your Affiliates, and Your End Users’ use of Liiingo Content on the Services.

• The content on the Services, except all Customer Content, including without limitation, the text, software, scripts, graphics, files, documents, images, photos, sounds, music, pictures, messages, interactive features, the design of and “look and feel,” and the like (“Liiingo Content”) and the trademarks, service marks, and logos contained therein (“Marks”), are owned by or licensed to Liiingo, subject to copyright and other intellectual property rights under the law. Liiingo Content on the Services is provided to You AS IS for Your information and personal use only and may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. Liiingo reserves all rights not expressly granted in and to the Services and Liiingo Content.
• You may access Liiingo Content, Customer Content, and other content only as permitted under this Agreement. Liiingo reserves all rights not expressly granted in and to Liiingo Content and the Services.
• You agree to not use, copy, reproduce, transmit, broadcast, sell, license, download, or otherwise exploit any Liiingo Content other than as expressly permitted herein.
• You agree not to circumvent, disable, or otherwise interfere with security-related features of the Services or features that prevent or restrict use or copying of any Liiingo Content or enforce limitations on use of the Services or Liiingo Content therein.
• You agree Liiingo is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to content on the Services. You agree to indemnify and hold Liiingo, its owners, operators, affiliates, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to Your use of the Services.

5. Customer Content and Conduct

You, Your Agents, Your Affiliates, and Your End Users may submit information, messages, files, or any other content (collectively referred to as “Subscriber Content”) to the Services. You, Your Agents, Your Affiliates, and Your End Users:

• Agree to be solely responsible for Subscriber Content and the consequences of posting or publishing it;
• Agree to comply with the terms of this Subscriber Agreement;
• Agree to comply with all applicable laws and regulations; 
• Agree to have all the necessary licenses, rights, consents, and permissions to submit Subscriber Content to the Services;
• Agree to keep passwords and all other login information confidential;
• Agree to use commercially reasonable efforts to prevent unauthorized access to or use of the Services;
• Agree to notify Liiingo if there is any illegal or unauthorized activity or a security breach involving your Account; 
• Agree not to submit material that is copyrighted, trademarked, protected by trade secret or confidentiality, or otherwise subject to third-party proprietary rights, including privacy, personality and publicity rights, unless You are the owner of such rights or have permission from their rightful owner to post the material and to grant Liiingo all of the license rights granted herein.
• Agree not to share, transfer, or otherwise provide access to an Account designated for You, Your Agents, or Your Affiliates to another unauthorized person or entity; 
• Agree not to access the Services in order to create a similar or competitive product or service or copy any ideas, features, functions, or graphics of the Services; 
• Agree not to send unsolicited communications, promotions, advertisements, or spam;
• Agree not to impersonate any person or organization; 
• Agree not to upload to, or transmit from, the Services any data, file, software, or link that contains or redirects to a virus, Trojan horse, worm, or any other harmful technology that unlawfully accesses or downloads content or information stored within the Services; and
• Agree not to use the Services to circumvent any Subscription Plan restrictions. If Liiingo discovers that Your use of the Services violates any provisions of this Subscription Agreement or Your Subscription Plan, Liiingo reserves the right to charge You, and You agree to pay for said usage in addition to other remedies available to Liiingo. 
• Agree not to use the Services in connection with the following businesses, business activities, or business practices (“Restricted Businesses”), unless you have prior written authorization from Liiingo:
• • Counterfeit or unauthorized goods;
  • Gambling; 
  • Regulated or illegal products or services;
  • Adult content and services;
  • Get rich quick schemes;
  • Mug shot publication or pay-to-remove sites;
  • No-value-added services;
  • Drug paraphernalia;
  • High risk businesses; 
  • Multi-level marketing;
  • Pseudo pharmaceuticals; and
  • Substances designed to mimic illegal drugs.

You agree that whether or not Subscriber Content is published, Liiingo does not guarantee any confidentiality with respect to any Subscriber Content. You retain ownership of all copyrights You may have in Your Subscriber Content. However, You grant Liiingo a perpetual, non-exclusive, fully paid and royalty-free, worldwide license to use, remove, copy, reproduce, process, transmit, excerpt, publish, distribute, create derivative works of, host, index, cache, tag, encode, modify, and adapt in any form or media now known or hereinafter developed, any Subscriber Content posted to the Services. Liiingo does not endorse any Subscriber Content or any opinion, recommendation, or advice expressed therein, and Liiingo expressly disclaims any and all liability in connection with Subscriber Content. Liiingo does not permit copyright infringing activities and infringement of intellectual property rights on its Services, and Liiingo will remove all Subscriber Content if properly notified in a manner consistent with law that such Subscriber Content infringes on another’s intellectual property rights. Liiingo reserves the right to remove Subscriber Content without prior notice. If You provide feedback to us regarding the Services, Liiingo Content, or Subscriber Content (“Feedback”), you authorize us to use that Feedback without restriction and without payment to you. Accordingly, You hereby grant to us perpetual and irrevocable license to use the Feedback for any purpose.

6. Termination and Cancellation

• Under the terms of Liiingo’s Service Partner Program Agreement with Service Partner, Liiingo is entitled to suspend or terminate Your Subscription Plan to the Services, Your rights to access and use the Services or your Account, and remove and discard any Customer Content if:
• • Liiingo is notified by Service Partner of Your failure to pay amounts due to Service Partner with respect to Your Subscription Plan to the Services; or 
  • Service Partner fails to pay any amounts due to Liiingo pursuant to the Service Partner Program Agreement with respect to Your Subscription Plan to the Services.

2. Following termination or cancellation of Your Subscription Plan to the Services, Liiingo reserves the right to delete all Customer Content. Customer Content cannot be recovered once Your Subscription Plan is terminated or cancelled.
3. Liiingo reserves the right to restrict, suspend, terminate, or cancel the Services, Your Account, or Your Agents, Affiliates, or End Users’ rights to access and use the Services, and remove, disable, and quarantine any Customer Content if Liiingo believes that You, Your Agents, Affiliates, or End Users have violated this Agreement. Liiingo shall not be liable to You, Your Agents, Your Affiliate, Your End Users, or any other third party for any such modification, suspension, termination, or cancellation of Your rights to access and use the Services. 
4. 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.
5. 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.
6. For thirty (30) days after the effective date of termination or expiration of this Agreement, upon Your request, Liiingo will make Customer Content available to You for export or download. Thereafter, Liiingo will have no obligation to maintain or provide any Customer Content. 
7. You consent to these termination and cancellation rights and acknowledge and agree that Liiingo shall have no liability to You of any kind with respect to termination and cancellation. You agree your sole recourse with respect to any such termination or cancellation shall be again Service Partner.

7. Free Trials

• Term and Termination. If You sign up for a free trial for any of the Services, Liiingo will make such Services available to You on a trial basis free of charge until the earlier of:
• • The end of the free trial period for which You signed up to use the applicable Services;
  • The start date of any Subscription Plan to the Services purchased by You; or
  • Termination of the trial by Liiingo in Liiingo’s sole discretion.

2. Trial Terms and Conditions. Trial terms and conditions may appear on the trial registration page on the Services. You agree any such additional terms and conditions are incorporated by reference herein and are legally binding.
3. Trial Service Data. Any Subscriber Content You enter into the Services during Your free trial will be permanently lost unless you purchase a Subscription Plan to the same Service as included in the trial before the end of the trial period. 

8. 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 24 with respect to Customer Information, and Customer Content shall be deemed compliant with its obligations under this Section 8.

9. Compliance

The Services are controlled and offered by Liiingo from its facilities in the United States of America. Liiingo makes no representations that the Services are appropriate for use in other locations. Those who access or use the Services from other jurisdictions do so at their own volition.

You agree that You are responsible for complying with all applicable local, national, and international laws and regulations, including but not limited to:

• Controlling the Assult of Non-Solicited Pornography and Marketing ("CAN-SPAM") Act;
• General Data Protection Regulation ("GDPR"); and
• California Consumer Privacy Act ("CCPA"); and
• Health Insurance Portability and Accountability Act ("HIPAA").

You further agree You are responsible for Your own Privacy Policy, Terms of Service Agreement, and any other policies, agreements, or other obligations you may maintain or enter into with Your Agents, Your Affiliates, and Your End Users on or associated with the Services.

10. Third-Party Sites

The Services may contain links to third-party websites that are not owned or controlled by Liiingo. Liiingo has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party website. In addition, Liiingo will not and cannot censor or edit the content of any third-party site. BY USING THE SERVICES, YOU EXPRESSLY RELIEVE LIIINGO FROM ANY AND ALL LIABILITY ARISING FROM YOUR USE OF ANY THIRD-PARTY SERVICES.

11. Typographical Errors

In the event a product and/or service is listed at an incorrect price or with incorrect information due to typographical error, Liiingo shall have the right to refuse or cancel any orders placed for the product and/or service listed at the incorrect price. Liiingo shall have the right to refuse or cancel any such order whether or not the order has been confirmed and your credit card charged. If Your credit card has already been charged for the purchase and Your order is canceled, Liiingo shall immediately issue a credit to your credit card account or other payment account in the amount of the charge. 

12. Warranty Disclaimer

YOU AGREE THAT YOUR USE OF THE SERVICES AVAILABLE THEREIN SHALL BE AT YOUR SOLE RISK. THE SERVICES, LIIINGO CONTENT, SUBSCRIBER CONTENT, AND ANY PRODUCTS OR SERVICES AVAILABLE ON THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, LIIINGO, ITS MANAGERS, MEMBERS, EMPLOYEES, LICENSORS, SUPPLIERS, AFFILIATES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LIIINGO MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICES’ CONTENT OR THE CONTENT OF ANY SITES LINKED TO THIS SERVICES AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES AND THE PRODUCTS AND SERVICES AVAILABLE THEREIN, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES. LIIINGO DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE OR ANY HYPERLINKED SERVICES OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND LIIINGO WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

13. Limitation of Liability

IN NO EVENT SHALL LIIINGO, ITS MANAGERS, MEMBERS, EMPLOYEES, LICENSORS, SUPPLIERS, AFFILIATES, OR AGENTS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICES, LIIINGO CONTENT, SUBSCRIBER CONTENT, OR THE PRODUCTS AND SERVICES AVAILABLE ON THE SERVICES. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

YOU AGREE THAT THE MAXIMUM TOTAL LIABILITY OF LIIINGO, ITS MANAGERS, MEMBERS, EMPLOYEES, LICENSORS, SUPPLIERS, AFFILIATES, OR AGENTS TO YOU FOR ANY CLAIM UNDER THIS SUBSCRIPTION AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE ACTUAL TOTAL AMOUNT RECEIVED BY LIIINGO FROM YOU TO ACCESS THE SERVICES AND/OR USE THE SERVICES. IF YOUR USE OF THE SERVICES, SERVICES, AND/OR GOODS RESULTS IN THE NEED FOR SERVICING, REPAIR, OR CORRECTION OF EQUIPMENT OR DATA, YOU ASSUME ALL COSTS THEREOF. EACH PROVISION OF THIS SUBSCRIPTION AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS UNDER THIS SUBSCRIPTION AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS SUBSCRIPTION AGREEMENT. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

14. Indemnity

You agree to defend, indemnify, and hold harmless Liiingo, its managers, members, employees, Affiliates, and Agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) Your, Your Agents, Your Affiliates, or Your End Users’ use of and access to the Services; (ii) Your, Your Agents, Your Affiliates, or Your End Users’ violation of any term of this Subscription Agreement; (iii) Your, Your Agents, Your Affiliates, or Your End Users’ violation of any third-party rights, including without limitation any copyright, property, or privacy right; or (iv) any claim that Your Subscriber Content caused damage to a third party or to Liiingo. This defense and indemnification obligation will survive this Subscription Agreement and Your termination of use of the Services.

15. 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 Subscription 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 U.S. law without prior U.S. 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 End Users is Your responsibility.

16. Assignment

This Subscription Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by You, but may be assigned by Liiingo without restriction.

17. Communications

By using the Services, You consent to receiving electronic communications from Liiingo. These communications will include notices about Your Account and information concerning or related to the Services and/or Liiingo’s products and services. You agree that any notice, agreement, disclosure, or other communication that we send to You electronically will satisfy any legal communication requirements, including that such communications be in writing.

18. Applicable Law

This Subscription Agreement shall be governed by the internal substantive laws of the State of Idaho, without respect to its conflict of laws principles. By accessing the Services, the Parties consent to the jurisdiction of the State of Idaho. 

PLEASE READ THE FOLLOWING SECTION CAREFULLY. IT CONTAINS PROVISIONS THAT GOVERN HOW CLAIMS WE AND YOU HAVE AGAINST EACH OTHER ARE RESOLVED. SECTION 19 CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER THAT REQUIRES YOU TO SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION AND LIMITS YOUR RIGHT TO SEEK RELIEF BY JURY TRIAL OR CLASS ACTION.

19. Agreement to Arbitrate

This section applies to any dispute EXCEPT IT DOESN’T INCLUDE A DISPUTE RELATING TO CLAIMS FOR INJUNCTIVE OR EQUITABLE RELIEF REGARDING THE ENFORCEMENT OR VALIDITY OF YOUR OR LIIINGO’S INTELLECTUAL PROPERTY RIGHTS. The term “dispute” means any dispute, action, or other controversy between You and Liiingo concerning the Services or this Subscription 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 and 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 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 Liiingo users.

20. Severability

This Subscription Agreement, together with the Privacy Policy and any other legal notices published by Liiingo on the Services, shall constitute the entire agreement between You and Liiingo concerning the Services. If any provision of this Subscription Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Subscription Agreement, which shall remain in full force and effect. No waiver of any term of this Subscription Agreement shall be deemed a further or continuing waiver of such term or any other term, and Liiingo’s failure to assert any right or provision under this Subscription Agreement shall not constitute a waiver of such right or provision. YOU AND LIIINGO AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

21. Force Majeure

In the event Liiingo is unable to perform its obligations or provide the Services under the terms of this Subscription Agreement because of acts of God (including, but not limited to, severe acts of nature or weather events including floods, fires, earthquakes, hurricanes, or explosions), strikes or labor disputes, war, riots, acts of terrorism, epidemics, pandemics, acts of governmental authorities (including but not limited to government directives, expropriation, condemnation, and changes in laws and regulations), interruptions, loss, or malfunctions of utilities, communications, or computer (software and hardware) services, or other causes reasonably beyond Liiingo’s control, Liiingo shall not be liable for any costs or damages resulting from Liiingo’s failure to perform its obligations under the terms of this Subscription Agreement, provide the Services, or otherwise, from such causes. However, nothing in this Section will affect or excuse your liabilities or your obligations under this Subscription Agreement.

22. COVID-19 Waiver

YOU HEREBY RELEASE, WAIVE, DISCHARGE, AND COVENANT NOT TO SUE, LIIINGO, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND AFFILIATES FROM ALL LIABILITY TO YOU AND ALL PERSONAL REPRESENTATIVES, ASSIGNS, HEIRS, AND NEXT OF KIN OF YOU, FOR ANY LOSS, LIABILITY, DAMAGE, CLAIM, ILLNESS OR DEATH THEREOF, OF YOU, RELATED TO EXPOSURE TO THE NOVEL CORONAVIRUS ("COVID-19") OR ANY OTHER VIRUS.

23. Federal Government End Use Provisions

If You are a U.S. federal government department or agency or contracting on behalf of such department or agency, the Services are a “Commercial Item” as that term is defined at 48 C.F.R. § 2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” as those terms are used in 48 C.F.R. § 12.212 or 48 C.F.R. § 227.7202. Consistent with 48 C.F.R. § 12.212. or 48 C.F.R. § 227.7202-1 through 227.7202-4, as applicable, the Services are licensed to You with only those rights as provided under the terms and conditions of this Subscription Agreement. 

24. Security Procedures

The parties shall each use commercially reasonable efforts to safeguard and maintain the integrity of Customer Information and Customer 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.

25. Contact Us

If You have questions about this Subscription Agreement, please contact us at connect@liiingo.com.