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Terms & Conditions Linkfire BASIC Plan

COMMERCIAL SCHEDULE

Membership

Your Linkfire BASIC Plan membership will continue month-to-month until terminated. Unless you cancel your membership before your monthly renewal date and subject to any Trial Subscriptions, you authorize us to charge your next month's membership fee to your Payment Method. To use the Linkfire service you must provide us with a current, valid, accepted method of payment ("Payment Method").

Trial Subscriptions

Our service may be made available to you on a free trial basis for a limited time ("Trial Subscription"). The specific duration of the Trial Subscription will be specified in the applicable offer at sign-up. Trial Subscriptions are limited to new service subscribers, unless otherwise specified. Your status as a new subscriber to our services will be determined by us in our sole discretion. The terms of the Subscription Agreement apply to any Trial Subscription, unless otherwise specified.

At the time of signing up for a Trial Subscription, you must provide us with a valid Payment Method in order to use our Services during the Trial Subscription period. Your Payment Method will not be charged by us during the Trial Subscription Period.

UPON THE EXPIRATION OF THE TRIAL SUBSCRIPTION, THE SUBSCRIPTION FEE FOR OUR SERVICES WILL BE CHARGED TO YOUR PAYMENT METHOD, UNLESS YOU TIMELY CANCELLED THE TRIAL SUBSCRIPTION. PLEASE NOTE THAT YOU WILL NOT BE NOTIFIED THAT YOUR TRIAL SUBSCRIPTION WILL END OR HAS ENDED. 

Fees

The monthly recurring membership fee is $25, twenty-five United States dollars (“Membership Fee”).

Billing

The Membership Fee (“Fee”) will be billed on a monthly basis to your Payment Method on the calendar day corresponding to the commencement of your membership. In some cases, the timing of your billing may change, for example if your Payment Method has not successfully settled or if your paying membership began on a day not contained in a given month.

You can change your Payment Method by sending an email with a request to help@linkfire.com. If a payment is not successfully settled due to expiration, insufficient funds, or otherwise, and you do not change your Payment Method or cancel your account, your access to the service may be suspended until we have obtained a valid Payment Method. Linkfire is authorized hereby to continue billing the Payment Method, as it may be updated and you remain responsible for any uncollected amounts. This may result in a change to your payment billing dates. For certain Payment Methods, the issuer of your Payment Method may charge you a foreign transaction fee or other charges. Check with your Payment Method service provider for details.

You can cancel your Linkfire membership at any time, and you will continue to have access to the Linkfire service through the end of your monthly billing period. We do not provide refunds or credits for any partial-month membership periods. To cancel, send an email with a request to help@linkfire.com. If you cancel your membership, your account will automatically close at the end of your current billing period.

We may change our service plans and the price of our service from time to time; however, any price changes or changes to our service plans will apply to you no earlier than 30 days following email notice to you.

 

SUBSCRIPTION SERVICES AGREEMENT

This Subscription Services Agreement (“Agreement”) is by and between Linkfire ApS, a company formed under the laws of Denmark, located at Artillerivej 86, 3, 2300 Copenhagen S, Denmark (“Linkfire”) and the customer (“Customer”) is effective as of the date set forth above (the “Effective Date”).

This Agreement sets forth the terms and conditions under which the parties agree that Customer may, pursuant to one or more separately executed Commercial Schedules, purchase Linkfire’s Services as listed on the relevant Commercial Schedule.

This Agreement includes the attached Terms and Conditions and all Commercial Schedules, Terms of Use (available on linkfire.com) and other attachments that reference such documents, and contains, among other things, warranty disclaimers, liability limitations and use limitations.

When Customer tick the box on signup, and confirm to the terms, the parties agree to be bound by the terms and conditions of this Agreement. Any executed copy of this Agreement made by reliable means (e.g. photocopy or facsimile) is considered an original.

 

TERMS AND CONDITIONS

1. Introduction

Linkfire provides a marketing intelligence software service which allows the Customer to create smart links. The behavior of each link is dependent on live online user activity and allow the Customer to create and segment user pools to be targeted in various marketing activities.

1.1. Linkfire shall provide the Customer with the Service in accordance with the terms and conditions of this Agreement.

2. Definitions

2.1. “Affiliate” is an entity that controls, is controlled by or shares common control with Linkfire or Customer, where such control arises from either (a) a direct or indirect ownership interest of more than 50% or (b) the power to direct or cause the direction of the management and policies, whether through the ownership of voting stock by contract, or otherwise, equal to that provided by a direct or indirect ownership of more than 50%.

2.2. “Commercial Schedule” or “Commercial Terms” refers to the schedule presented upon sign-up and in “Order confirmation” and incorporated herein by this reference, setting forth the commercial terms of the Agreement and as may be updated from time to time by Linkfire and Customer.

2.3. “Confidential Information” shall have the meaning set forth in Section 8.2.

2.4. "Customer Data" means all electronic data or information submitted to the Linkfire Service by users who click on a Linkfire link, the Customer, a third party on behalf of Customer, or as directed by Customer.

2.5. “Discloser” means the party disclosing Confidential Information.

2.6. “Fees” means the monthly or annual subscription fees for the Service as set forth in the Commercial Schedule.

2.7. “Infringement Claim” shall have the meaning set forth in Section 10.1.

2.8. “Recipient” means the party receiving Confidential Information.

2.9. “Services” means the provision, including under a Trial Subscription, of one or more of the following: (i) Linkfire application and Linkfire API; (ii) user data and statistics; and (iii) SLA.

2.10. “Service Items” means all software, programming, documentation, templates, questionnaires, methodologies, models, charts, reports and any other items used to deliver the Services or made available to Customer as a result of the Services.

2.11. “SLA” means the Service Level Agreement, if any, as described in the Commercial Schedule.

2.12. “Support” means the Customer support described at https://linkfire.com/faq

2.13. “Terms of Use” means the Linkfire Standard Terms of Use in force from time to time and available on linkfire.com.

2.14. “Territory” means the countries set forth in the Commercial Schedule.

2.15. “Trial Subscription” means the provision of Services to Customer on a free trial basis for a limited time. The specific duration of the Trial Subscription will be specified in the applicable offer at sign-up. Trial Subscriptions are limited to potential new Customers only, unless otherwise specified. A Customer’s status as a new subscriber to the Services will be determined by Linkfire in its sole discretion. The terms of this Agreement apply to any Trial Subscription, unless otherwise specified.

3. Scope

3.1. Subject to Customer’s payment of the Fees, Linkfire will provide Customer with access to the Services as set forth in this Agreement and applicable Commercial Schedule.

3.2. This Agreement contemplates the execution by the parties of one or more Commercial Schedules. Neither execution of this Agreement, nor anything contained herein, shall obligate either party to enter into any additional Commercial Schedules.

4. Linkfire Services

4.1. Subject to the terms of this Agreement, Linkfire hereby grants to Customer a non-exclusive, non-transferable, non-sublicenseable, limited license to access and use the Services (i) in the Territory, (ii) for Customer’s and its Affiliates’ internal business operations, (iii) in accordance with the Terms of Use and the applicable Commercial Schedule.

4.2. Linkfire will (i) provide the Services in a manner consistent with general industry standards reasonably applicable to the provision thereof; (ii) use commercially reasonable efforts to maintain the security of Customer passwords; (iii) provide Support to Customer for the Services, which may be changed by Linkfire upon prior notice to customer. If an SLA is provided for the Linkfire Services, the terms of such SLA will be attached to the Commercial Schedule.

4.3. Customer shall:

4.3.1. prevent unauthorized access to, or use of, the Services, and notify Linkfire promptly of any such unauthorized access or use, comply with all applicable laws in using the Services, and (iii) pay the Fees.

4.3.2. Customer will not (i) modify, copy or create derivative works based on the Services; (ii) disassemble, reverse engineer, or decompile the Services or part thereof, or access it in order to copy any ideas, features, content, functions or graphics of the Linkfire Services; (iv) interfere with or disrupt the integrity or performance of the Services; (vi) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortuous material, or send or store material in violation of any third party’s privacy rights via the Services; (vii) send or store viruses or malicious code via the Services; (viii) attempt to gain unauthorized access to the Services or its related software, systems, platforms or networks; (ix) use any components provided with the Services separately from the Services; or (x) distribute, rent, lease, sublicense or provide the Services to any third party or use it in a service bureau, outsourcing environment, or for the processing of third party data.

5. Fees and Payment

5.1. The Fees payable for the Services are set forth in the applicable Commercial Schedule. The Fees will be invoiced in accordance with the relevant Commercial Schedule and are due in accordance with the payment terms set forth in such applicable Commercial Schedule.

5.2. Customer will pay or reimburse Linkfire or, when required by law, the appropriate governmental agency, for taxes of any kind, including sales, use, VAT, excise, customs duties, withholding, property, and other similar taxes (other than taxes based on Linkfire’s net income or arising from the employment relationship between Linkfire and its personnel) imposed in connection with the fees paid for the Services, which are exclusive of these taxes.

5.3. In addition to its other rights and remedies, Linkfire reserves the right, without liability to the Customer, to suspend any and all access to the Services if Customer’s account becomes more than thirty (30) days past due until all accounts are paid in full. The unpaid balance of each late payment bears interest at a rate equal to the lesser of 1% per month or the maximum amount permitted by law.

6. Term and Termination

6.1. This Agreement begins on the Effective Date and will remain in effect unless terminated pursuant to Section ‎6.3 or ‎6.4 below.

6.2. Each Order will begin on the commencement date specified in the relevant Commercial Schedule and continue for the subscription term specified therein.

6.3. Upon written notice no later than 2 working days prior to payment for the upcoming period, either party may terminate this Agreement for its convenience; however, such termination will have no effect on Commercial Schedules executed by the parties prior to its effective date, including but not limited to payment obligations contained therein, and such Commercial Schedules will remain in full force and effect under the terms of this Agreement for the term specified therein. Commercial Schedules may not be terminated for convenience unless otherwise specified therein.

6.4. Either party may terminate this Agreement for cause: (i) upon 30 days’ written notice of a material breach to the other party if such breach remains uncured at the expiration of such period; or (ii) immediately if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

6.5. In addition to its other rights and remedies, Linkfire reserves the right, without liability to Customer, to immediately suspend any and all access to the Services if Customer commits a material breach of this Agreement or any relevant Commercial Schedule until such material breach is cured. If such material breach is (i) unable to be cured, or (ii) is not cured within 30 days from receipt of written notice hereof, then Linkfire may immediately terminate the Agreement and/or the affected Commercial Schedule.

6.6. Upon termination pursuant to ‎6.3 and ‎6.4 above, all rights and licenses granted herein will terminate and Customer will make no further use of the Services. No termination will relieve the Customer of the obligation to pay any Fees accrued or payable to Linkfire. Data will still be available in a read-only mode, where Customer can access data, but not edit any existing links or add new. After a one-year period, Linkfire shall have no obligation to maintain or provide any Customer Data and may thereafter delete Customer Data without further notice. Linkfire can provide reader-access to links created after termination, and links will continue to remain active as set up on creation or edit date. Upon termination, Linkfire reserves the right to de-activate links that have not received at least 50 clicks within a consecutive period of 90 days, without further notice. Customers will not be able to create new links nor edit already created links after termination.

7. Limited Warranty

7.1. Linkfire warrants to Customer that the Services (i) will perform in substantial accordance with the applicable SLA, if any, and (ii) will be performed in a manner consistent with industry standards reasonably applicable to the provision thereof. Customer’s exclusive remedy and Linkfire’s sole obligation for breach of the warranty in this Section 6 will be Linkfire’s use of commercially reasonable efforts to have the Services perform in substantial accordance with the SLA, or replace the non-conforming portion of the Service within a reasonable period of time, or if Linkfire cannot have the Service perform in substantial accordance with the SLA or replace the Services within such time period, then Linkfire will refund the amount paid by Customer for the Services, pro-rated from the date of the notice of the claim. Customer’s rights and

Linkfire’s obligations in this Section 6 are conditioned upon Customer’s providing Linkfire with written notice of the claim, a complete description of the alleged defects and a specific reference to the part or parts of the Services [and/or SLA, as applicable, to which such alleged defects are contrary. CUSTOMER ACKNOWLEDGES THAT, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, LINKFIRE, ITS AFFILIATES AND LICENSORS MAKE NO WARRANTY, EXPRESS, IMPLIED OR STATUTORY WITH RESPECT TO THE SERVICES OR USE THEREOF.

LINKFIRE, ITS AFFILIATES AND LICENSORS HEREBY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY THAT SERVICES WILL BE UNINTERRUPTED, ERROR FREE OR WITHOUT DELAY, AND THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INTERFERENCE, NON-INFRINGEMENT AND INFORMATION CONTENT.

8. Proprietary Rights and Confidentiality

8.1. Linkfire, its Affiliates or licensors retain all right, title and interest to the Services and all related intellectual property and proprietary rights. The Services are protected by applicable copyright, trade secret, industrial and other intellectual property laws. Linkfire owns all right, title and interest in Service Items and access to and use of the relevant Service Items will be governed by the terms of this Agreement. Linkfire reserves any rights not expressly granted to Customer.

8.2. “Confidential Information” means all proprietary or confidential information that is disclosed to the Recipient by Discloser, and includes, among other things (i) any and all information relating to products or services provided by a Discloser, its customer-related and financial information, software code, flow charts, techniques, specifications, development and marketing plans, strategies, and forecasts; (ii) as to Linkfire, and its licensors, the Services; and (iii) the terms of this Agreement, including without limitation, pricing information. Confidential Information does not include information that Recipient can show: (a) was rightfully in Recipient’s possession without any obligation of confidentiality before receipt from the Discloser; (b) is or becomes a matter of public knowledge through no fault of Recipient; (c) is rightfully received by Recipient from a third party without violation of a duty of confidentiality; or (d) is or was independently developed by or for Recipient.

8.3. Recipient may not disclose Confidential Information of Discloser to any third party or use the Confidential Information in violation of this Agreement. The Recipient (i) will exercise the same degree of care and protection with respect to the Confidential Information of the Discloser that it exercises with respect to its own Confidential Information and (ii) will not, either directly or indirectly, disclose, copy, distribute, republish, or allow any third party to have access to any Confidential Information of the Discloser. Notwithstanding the foregoing, Recipient may disclose Discloser’s Confidential Information to Recipient’s employees and agents who have a need to know provided that such employees and agents have legal obligations of confidentiality substantially the same (and in no case less protective) as the provisions of this Agreement.

8.4. If the Recipient becomes aware of any unauthorized use or disclosure of Discloser’s Confidential Information, then Recipient will promptly and fully notify the Discloser of all facts known to it concerning such unauthorized use or disclosure. In addition, if the Recipient or any of its employees or agents are required (by oral questions, interrogatories, requests for information, or documents in legal proceedings, subpoena, civil investigative demand, or other similar process) to disclose any of Discloser’s Confidential Information, the Recipient will not disclose the Discloser’s Confidential Information without providing the Discloser with commercially reasonable advance prior written notice to allow Discloser to seek a protective order or other appropriate remedy or to waive compliance with this provision. In any event, the Recipient will exercise its commercially reasonable efforts to preserve the confidentiality of the Discloser’s Confidential Information, including, without limitation, cooperating with Discloser to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded to the Confidential Information. Notwithstanding the foregoing, Customer agrees that Linkfire may refer to Customer as a customer of Linkfire, both internally and in externally published media.

8.5. As between Linkfire and Customer, Customer owns all rights, title and interest in and to Customer Data. Customer Data is deemed Confidential Information under this Agreement. Customer is responsible for complying with all legal and contractual requirements, including applicable privacy laws and regulations and its agreements with third parties who generate and/or process the Customer Data, relating to the collection, use, processing and transfer of Customer Data. Customer acknowledges and consents that Services provided may require Customer Data to be transferred to a country outside of Customer’s country or the country where the Customer Data originated. Customer is solely responsible for the transmission of Customer Data to Linkfire and to the Services. Customer is solely responsible for the encryption of any Customer Data. Customer grants Linkfire a non-exclusive, transferable, sub-licensable, royalty-free, perpetual (or, in jurisdictions where this is not permitted, for a term equal to the duration of the Agreements plus twenty (20) years), irrevocable, fully paid, worldwide license to use, reproduce, make available to the public, publish, translate, modify, create derivative works from, and distribute any of Customer’s anonymized Customer Data and to use or incorporate into any Linkfire products or services any suggestions, enhancement requests, recommendations or other feedback provided by Customer relating to the Services through any medium, whether alone or in combination with other content or materials, in any manner and by any means, method or technology, whether now known or hereafter created.

9. Disclaimers and Limits on Liability

9.1. Disclaimer. CUSTOMER ACKNOWLEDGES THAT, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, LINKFIRE, ITS AFFILIATES AND LICENSORS MAKE NO WARRANTY, EXPRESS, IMPLIED OR STATUTORY WITH RESPECT TO THE SERVICES OR USE THEREOF. LINKFIRE, ITS AFFILIATES AND LICENSORS HEREBY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY THAT SERVICES WILL BE UNINTERRUPTED, ERROR FREE OR WITHOUT DELAY, AND THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INTERFERENCE, NON-INFRINGEMENT AND INFORMATION CONTENT.

9.2. DISCLAIMER OF DAMAGES. EXCEPT FOR A BREACH OF SECTION ‎4.3 AND EACH PARTY’S RESPONSIBILITIES IN SECTION‎8, NEITHER PARTY OR ITS AFFILIATES ARE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES RELATING TO OR ARISING OUT OF THIS AGREEMENT OR THE SERVICES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST COMPUTER USAGE TIME, AND DAMAGE TO, OR LOSS OF USE OF, DATA), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND IRRESPECTIVE OF ANY NEGLIGENCE OF A PARTY OR WHETHER SUCH DAMAGES RESULT FROM A CLAIM ARISING UNDER TORT OR CONTRACT LAW.

9.3. LIMITS ON LIABILITY. EXCEPT FOR A BREACH OF SECTION ‎8 AND EACH PARTY’S RESPONSIBILITIES IN SECTION ‎8, NEITHER PARTY OR ITS AFFILIATES SHALL HAVE AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEEDING THE AMOUNTS ACTUALLY PAID BY AND DUE FROM CUSTOMER PURSUANT TO THE COMMERCIAL SCHEDULES GIVING RISE TO LIABILITY.

10. Infringement Claims

10.1. Indemnification by Linkfire. If a third party asserts a claim against Customer asserting that Customer’s use of the Services in accordance with this Agreement violates that third-party’s patent, trade secret or copyright rights (“Infringement Claim”), then Linkfire will, at its own expense: (a) defend or settle the Infringement Claim; and (b) indemnify Customer for any damages finally awarded against Customer based on infringement by the Services. If Linkfire believes the Services may violate a right, then Linkfire will, at its expense: (a) modify the Services, or (b) procure the right to continue using the Services, and if (a) or (b) are not commercially reasonable, terminate Customer's right to use the Services and issue a pro-rata refund for the unexpired pre-paid portion of such Services.

10.2. Indemnification by Customer. Subject to the terms of this Agreement, if a third party asserts a claim against Linkfire asserting that the Customer Data or Customer’s use of the Service in violation of this Agreement violates that third-party’s patent, trade secret or copyright rights, or otherwise harms the third party (“Claim”), Customer will, at its own expense: (a) defend or settle the Claim; and (b) indemnify Linkfire for any damages finally awarded against Linkfire based on the Claim.

10.3. Indemnity Process. Neither party’s obligations under this Section will apply if: (a) the indemnifying party’s legal department does not receive prompt, detailed written notice of the Infringement Claim/Claim from the party being indemnified, (b) the indemnifying party is not able to retain sole control of the defense of the Infringement Claim/Claim and all negotiations for its settlement or compromise, or (c) the indemnifying party does not receive all reasonable assistance from the party being indemnified. Neither party will bind the indemnified party to a monetary obligation in a settlement or compromise, or make an admission on behalf of the indemnified party, without obtaining that party’s prior consent.

10.4. THIS SECTION CONTAINS EACH PARTY'S EXCLUSIVE REMEDIES AND THE INDEMNIFYING PARTY'S SOLE LIABILITY FOR INFRINGEMENT CLAIMS/CLAIMS, RESPECTIVELY.

11. Governing Law and Dispute Resolution

11.1. A party will provide written notice to the other party of any controversy, dispute or claim arising out of or relating to this Agreement, or to the formation, interpretation, breach, termination, or validity thereof (“Controversy”). The parties shall engage in good faith negotiations to resolve the Controversy. Only if the Controversy is not resolved through good faith negotiations within 15 days of the sending of the written notice of Controversy, the Controversy may be submitted to litigation. Any dispute arising out of or in connection with our relationship, including any disputes regarding the existence, validity or termination of this Agreement, shall be governed by Danish law. The dispute shall be subject to simplified arbitration administrated by The Danish Institute of Arbitration in accordance with the rules of the simplified arbitration procedure adopted by The Danish Institute of Arbitration and in force at the time when such proceedings are commenced.

11.2. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. Nothing in this Agreement shall be deemed as preventing either party from seeking immediate injunctive relief from any court having jurisdiction over the parties and the subject matter of the dispute.

12. Data Protection

12.1. Linkfire and Customer specifically agree that when Customer is located in the European Economic Area (“EEA”) the terms “Personal Data”, “Process”, “Controller”, “Special Categories of Data”, “Processing”, “Data Subject”, “Third Party Processing” and “Data Processor” will have the meanings given to them in the General Data Protection Regulation (Regulation (EU) 2016/679). In respect of Personal Data processed under this Agreement, the parties agree that the Customer is the Controller and Linkfire is the Processor. The Processor agrees that it will only collect, process and use Personal Data for the sole purpose of performance of the Linkfire Services described hereunder and in accordance with the Controller’s instructions. The Processor agrees that it will only use Data collected and processed by the Processor for the same purpose as stated in the Processor's privacy policy, available at www.linkfire.com/privacy as amended from time to time. Customer acknowledges that Personal Data shall not include Special Categories of Data. Linkfire shall have no liability arising from the processing of Personal Data in accordance with Customer’s written instructions. The Processor shall take appropriate technical and organizational measures to ensure a level of security appropriate to the risk, including (i) the pseudonymisation and encryption of Personal Data, (ii) the ability to ensure the ongoing confidentiality, integrity, availability, and resilience of processing systems and services, (iii) the ability to restore the availability and access to Personal Data in a timely manner in the event of a physical or technical incident, and (iv) a process for regularly testing, assessing and evaluating the effectiveness of technical and organizational measures for ensuring the security of the processing, in accordance with the requirements of the General Data Protection Regulation. In assessing the appropriate level of security account shall be taken in particular of the risks that are presented by processing, in particular from (i) accidental or unlawful destruction, (ii) loss, (iii) alteration, (iv) unauthorized disclosure of, or (v) access to personal data transmitted, stored or otherwise processed. Furthermore,the Processor shall take steps to ensure that any natural person acting under the authority of the Processer who has access to the Personal Data does not process except on instructions from the Controller. Customer agrees not to attempt to merge Personal Data with other data held by Customer in a manner that would allow the identification of an individual without obtaining the individual's Opt-In Consent. The Data Processor may transfer and/or store Personal Data within the European Union (the “EU”). Linkfire’s processing of data shall be done in accordance with Linkfire’s Privacy Policy which is published at www.linkfire.com as amended from time to time.

13. Verification

13.1. Customer agrees that Linkfire or its agent may monitor the Services to ensure Customer’s compliance with the terms of this Agreement.

14. Miscellaneous Terms

14.1. Linkfire is not liable for its failure to perform any of its obligations under this Agreement during any period in which performance is delayed by Customer or circumstances beyond Linkfire's reasonable control.

14.2. The parties are independent contractors and this Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

14.3. Customer will receive system notifications from Linkfire and its licensors, if applicable (i.e. planned downtime notices, etc).

14.4. This Agreement, including any Exhibits and Commercial Schedules constitutes the entire agreement between Customer and Linkfire and supersedes any prior or contemporaneous negotiations or agreements, whether oral or written concerning the Services.

14.5. There are no representations, promises, warranties, covenants, or undertakings between the parties other than those expressly set forth in this Agreement.

14.6. There are no third party beneficiaries to this Agreement; Customer is not entering into a contractual relationship with Linkfire’s licensors and Linkfire’s licensors have no liability to Customer.

14.7. No modification or waiver of any provision hereof will be effective unless made in a writing signed by both Linkfire and Customer.

14.8. This Agreement and the rights hereunder are not transferable or assignable by Customer (and any attempted assignment will be void) without the prior written consent of Linkfire, except to a person or entity who acquires all or substantially all of the assets or business of Customer, whether by sale, merger or otherwise. Linkfire may assign or transfer this Agreement without Customer’s consent. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

14.9. Any additional or conflicting terms of any Customer purchase order are rejected by Linkfire and do not apply.

14.10. Any additional documents presented to a Linkfire representative by Customer for signature as a condition for going on a Customer’s site will be governed by this Agreement and to the extent that such document presents additional terms or conflicts with this Agreement, it shall be considered null and void.

 

SERVICE LEVEL AGREEMENT

Our goal is to make the Linkfire subscription service available 24 hours a day, 7 days a week. We always strive to achieve no less than 99.9% uptime for all content.

Platform maintenance, that requires the backend to be unavailable, is executed very rarely and is conducted at times when platform usage is at its lowest. Maintenance will impact access to the platform only and not impact any online content.

  1. Service Levels

1.1. Status Page: Linkfire shall provide a tool for status monitoring (the "Status Page") to its critical services and infrastructure. Such Status Page shall be made available independently of Linkfire's main infrastructure in order to survive major outages and shall be updated regularly and promptly in case of any service unavailability. The Status Page will be made available online at the URL: https://status.linkfire.com and shall feature email, RSS feed and SMS subscription features for the Distributed Label to use.

1.2. Incident Management: In case one of more parts of Linkfire's systems become unavailable, The Distributed Label shall engage the following methods to obtain information:

  • Visit https://status.linkfire.com for a detailed snapshot of the most updated situation.
  • In case of need, contact help@linkfire.com for further information.

1.3. Basic Services Support Package: Linkfire provides support to the Distributed Labels through the following channels:

  • General support over e-mail: help@linkfire.com
  • Access to the online knowledge base (Help Centre)

1.4. Support Response Process: Once a support request/ticket is received on e-mail, it is worked to provide (a) the requested clarification to a fix or (b) provision of a workaround to satisfy Customer needs. Linkfire will employ reasonable efforts to handle tickets in a timely fashion but makes no guarantees for specific time to response.

 

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