Master Service Agreement

Last updated: July 02, 2025

This Master Service Agreement (“Agreement”) is by and between Linarc Inc., a Delaware corporation (“Linarc,” “we,” “us,” or “our”) and the customer listed on an Order Form that links to this Agreement (“Subscriber” or “you,” “your”). Linarc and Subscriber may be referred to herein individually as a “Party” and collectively as the “Parties.” 

DEFINITIONS.

“Additional Terms” means any contractual terms set forth in an Order Form.

"Authorized Users" shall mean the persons designated by Subscriber as users of the Services in connection with Subscriber’s bona fide internal business operations who agree to be bound by the User Terms of Service. An Order Form may limit Authorized Users to an organizational unit, by division, location, or by other criteria; if there is no such limitation, then the Authorized Users are limited to the contracting company and unit disclosed during the sales process.

 “Confidential Information” means all information regarding a Party’s business, including, without limitation, technical, marketing, financial, employee, planning, and other confidential or proprietary information, disclosed under this Agreement, that either (i) is clearly identified as confidential or proprietary at the time of disclosure, or (ii) the Receiving Party knew or should have known, under the circumstances, was considered confidential or proprietary. Subscriber Data is the Confidential Information of Subscriber. Confidential Information of Linarc includes information derived from or concerning the Linarc Platform Services, the Linarc Platform, the Documentation and the terms of this Agreement.

“Documentation” means any user manuals, handbooks, and online materials provided by Linarc to Subscriber that describe the features, functionality or operation of the Linarc Platform Services or provide guidelines for their use, and any updates thereto. 

“Linarc Platform” means the certain hosted software, technology (including hardware), and associated Linarc Documentation used by Linarc to deliver the Linarc Platform Services to Subscriber.

“Linarc Platform Services” means the online services made available by Linarc to Subscriber and its Authorized Users using the Linarc Platform as described in an Order Form, including Linarc web application and mobile applications available on the Apple App Store and Google Play Store.. The Linarc Platform Services include any modifications, enhancements, updates, revisions, and derivative works thereof.

“Order Form” means (i) the ordering document or website page that links to these terms, and (ii) any other ordering document or workflow provided by us or on our behalf for ordering Linarc Platform Services. Order Form expressly excludes any terms in your purchase order or other similar document provided by you in the ordering process.

 “Personal Information” shall mean any personal information as defined under the California Consumer Privacy Act of 2018, as amended, and any similar definitions under  other data privacy laws that apply to Linarc’s or Subscriber’s activities under this Agreement.

“Subscriber Data” means any information submitted by Subscriber or Authorized Users through the Linarc Platform Services or provided by Subscriber to Linarc as part of the Linarc Platform Services.

Other capitalized terms have the respective meanings given to them elsewhere in this Agreement.

‍1. SERVICES.

1.1 General. The terms and conditions of this Agreement apply to all Linarc Platform Services provided by Linarc to you and your Authorized Users and to any professional services provided by us to you in connection with Linarc Platform Services. By executing the Order Form and by using Linarc Platform Services, you are agreeing to be bound by this Agreement. If you agree to the Agreement on behalf of an entity, you represent that you are authorized to bind that entity; if you do so without such authority, you agree that you are accepting the Agreement on your personal behalf.

1.2 Services Orders. The Linarc Platform Services to be provided by Linarc under this Agreement will be set forth in one or more Order Forms executed by the Parties from time to time during the Term. The Parties shall negotiate and sign each Order Form separately. Each Order Form shall set out a description of the applicable Linarc Platform Services to be provided by Linarc, the costs associated with such Linarc Platform Services, the period of time the Subscriber will have access to the particular Linarc Platform Services, any user or license limitations, and any Additional Terms associated with a particular Linarc Platform Services ordered.

1.3 Availability. Subject to the terms of this Agreement, Linarc will use commercially reasonable efforts to provide Subscriber and its Authorized Users the Linarc Platform Services in accordance with the terms and conditions hereof and Exhibit A, including to host, manage, operate, and maintain the Linarc Platform Services for remote electronic access and use by Subscriber and its Authorized Users 24 hours per day, seven days per week, every day of the year during the term of this Agreement, except for:

1. Scheduled downtime;  
2. Service downtime or degradation due to a Force Majeure Event; 
3. Any other circumstances beyond Linarc’s reasonable control, including Subscriber’s or any Authorized User’s misuse of the Linarc Platform Services or use of the Linarc Platform Services other than in compliance with the express terms of this Agreement or the Documentation; and
4. Any suspension or termination of Subscribers or any Authorized Users’ access to or use of the Linarc Platform Services as permitted by this Agreement.

2. USE OF LICENSED SERVICES

2.1 Licensed Uses and Restrictions. Subject to the terms and conditions of this Agreement (including the payment of all applicable fees), Linarc hereby grants you a worldwide (except as limited below), non-exclusive, non-sublicensable license to access and use the Linarc Platform Services within the United States (or any other location specified in the Order Form) and to permit Authorized Users to access and use the Linarc Platform Services. All rights not expressly granted to you are reserved by Linarc.

1. The license granted to Subscriber hereunder is solely for Subscriber’s internal business purposes and is limited to the access, display, and use of the Linarc Platform Service by only Authorized Users. Subscriber shall have no right pursuant to this Agreement to access, use, display, or distribute the Linarc Platform Services, in whole or in part, beyond the Authorized Users or in excess of any user or license limitations set forth in an Order Form. Subscriber is responsible for all activities that occur under Subscriber’s and any Authorized User’s accounts. Subscriber will: (i) have sole responsibility for the integrity, legality, reliability, and appropriateness of all use of the Linarc Platform Services by Subscriber and any Authorized User; (ii) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Linarc Platform Services, and notify Linarc promptly after becoming aware of any such unauthorized access or use; and (iii) comply with all applicable local, state, federal, and foreign laws in using the Linarc Platform Services.

2. You are responsible for: (i) the confidentiality of Authorized User access credentials that are in your possession or control; (ii) setting up appropriate internal roles, permissions, policies, and procedures for the safe and secure use of the Linarc Platform Services; (iii) the activity of your Authorized Users in the Linarc Platform Services; and (iv) your Authorized Users’ compliance with this Agreement and the Documentation.

3. You shall NOT:

1. Reverse engineer, decompile, decode, decrypt, disassemble, or in any way derive source code from, the software or Linarc Platform Services, or use tools to observe the internal operation of, or scan, probe, or penetrate, the Linarc Platform Services;
2. Modify, translate, adapt, alter, or create derivative works from the Linarc Platform Services;
3. Copy, distribute, publicly display, transmit, sell, rent, sublicense, lease, loan, or otherwise exploit the Linarc Platform Services;
4. Use the Linarc Platform Services as a service bureau, or otherwise violate or circumvent any use limitations or restrictions set forth in an Order Form, the Linarc Platform Services, or the Documentation;
5. Remove any proprietary markings or notices from any materials provided to you by us;
6. Frame or mirror the Linarc Platform Services or any part thereof;
7. Store sensitive data, such as bank account data, social security (or equivalent) numbers, copies of identification documents, or credit card data, outside of the designated fields therefor;
8. Harvest, collect, gather, or assemble information or data regarding other subscribers;
9. Transmit through or post on the Linarc Platform Services unlawful, immoral, libelous, tortuous, infringing, defamatory, threatening, vulgar, or obscene material or material harmful to minors;
10. Transmit through or post on the Linarc Platform Services material containing software viruses or other harmful or deleterious computer codes, files, scripts, agents, or programs;
11. Interfere with or disrupt the integrity or performance of Linarc Platform Services or the data contained therein;
12. Attempt to gain unauthorized access to the Linarc Platform Services or the Linarc Platform; or
13. Harass or interfere with another subscriber or end-user’s use and enjoyment of the Linarc Platform Services.

You may not knowingly facilitate or aid a third party in any of the foregoing activities. Linarc reserves the right to immediately suspend access to Linarc Platform Services if you breach any terms of this Agreement.

2.2 User Terms of Service. You acknowledge that Authorized Users must agree to Linarc’s User Terms of Service and any terms applicable to mobile applications or other components of the Linarc Platform Services. Absent such agreement, Authorized Users may be denied access to the Linarc Platform Services or any portion thereof. 

2.3 Changes. In the event that your use of the Linarc Platform Services interferes with or disrupts the integrity, security, availability, or performance of the Linarc Platform Services, we may modify or temporarily restrict or suspend your use of the Linarc Platform Services. The parties will cooperate in good faith to resolve the issue as soon as reasonably possible.

3. ACCESS.

3.1 Non-Linarc Equipment and Files. The Linarc Platform Services are provided over the internet via networks only part of which are within our control. Our obligations in this Agreement apply only to networks and equipment within our control, and we are not responsible for any delay, loss, interception, or alteration of Subscriber Data on a network or infrastructure outside of our control. In addition, you and Authorized Users have the ability to upload files and other materials on the Linarc Platform Services; we are not responsible for any issues caused by such files and materials.  

3.2  Delivery. Linarc shall use all reasonable efforts to electronically deliver the Linarc Platform Services, updates and new versions of the Linarc Platform Services and all documents and other materials prepared by Linarc for Subscriber in a manner which will not be construed as delivering tangible personal property. Linarc Platform is a cloud-based service. All configuration, setup and delivery will be digital. Linarc Mobile Apps can be downloaded by Authorised Users from the Apple App Store or Google Play Store directly. In the event of a sales and use tax audit by a governmental entity, both parties agree to cooperate with each other and with the taxing authority.

3.3 Installation. Installation responsibilities, including setup and training, shall be indicated on the Order Form.

3.4 Training. Any training to be provided by Linarc shall be provided under the terms and conditions described in the applicable Order Form.

4.  FEES.

4.1 Fees. Subscriber will pay Linarc the fees for the Linarc Platform Service as set forth on the applicable Order Forms (“Fees”). In no event shall renewal pricing be higher than Linarc's then-current list price. If, during a then-current subscription term, (i) Subscriber adds additional volume or licenses to items that Subscriber is already subscribed to, such increased subscriptions will be billed at a prorated amount at the pricing for the underlying preexisting subscription, and (ii) Subscriber adds new subscriptions to items that Subscriber is not already subscribed to, such items will be billed at a prorated amount at the then-current list price. Pricing is based on the information provided by Subscriber at the time of sale. If such information is materially incorrect, or if Subscriber undergoes unexpected material increase in volume or complexity of operations (for example, acquiring other businesses, expanding to additional locations, material increase in project scope or usage, etc.), Linarc shall have the right to adjust pricing proportionately. All Fees owed by Subscriber in connection with this Agreement are exclusive of, and Subscriber shall pay, all sales, use, excise and other taxes and applicable export and import fees, customs duties, tariffs and similar charges that may be levied in connection with this Agreement, except for Linarc’s employment taxes and taxes based on Linarc’s income or gross receipts. Subscriber shall be solely responsible for its development, legal, regulatory, audit or examination fees associated with its activities performed in connection with the Linarc Platform Services. If we are obligated to collect applicable taxes, we will include them on our invoice to you, and you will pay all such amounts to us unless you timely provide us with a valid tax exemption certificate. Each Party will timely provide the other with any documents and information as may be required under, or to comply with, applicable tax laws and regulations.

4.2 Billing and Contact Information. You agree to provide us with complete and accurate billing and contact information, including a specific technical contact if applicable, for your account with us and shall promptly notify us of any change thereto.

4.3 Late Payment; Non-Payment. If we do not receive any Fees you owe us by the due date specified on your Order Form, those fees shall accrue interest at the lower of 1.5% per month or the maximum rate permitted by law. Non-payment of any Fees (whether owed to us or to a reseller of the Linarc Platform Services) or of any other amounts due by you to us is a material breach of this Agreement. 

4.4 Fee Disputes. If Subscriber disputes any Fees owed under this Agreement, the Parties shall work in good faith to promptly resolve the dispute. Subscriber must promptly notify Linarc of any disputed Fees, but in no event later than thirty (30) days after it first learns of the Fees.

‍5. CONFIDENTIALITY.  

5.1 Confidential Information. Each Party (the “Disclosing Party”) may from time to time during the term of this Agreement disclose to the other Party (the “Receiving Party”) certain Confidential Information. The Disclosing Party will mark all Confidential Information in tangible form as “confidential” or “proprietary” or with a similar legend. The Disclosing Party will identify all Confidential Information disclosed orally as confidential at the time of disclosure. Regardless of whether so marked or identified, however, any information that the Receiving Party knew or should have known, under the circumstances, was considered confidential or proprietary by the Disclosing Party, will be considered Confidential Information of the Disclosing Party.    

5.2 Protection of Confidential Information. The Receiving Party will not use any Confidential Information of the Disclosing Party for any purpose not expressly permitted by this Agreement, and will disclose the Confidential Information of the Disclosing Party only to the employees and third party services providers of the Receiving Party who have a need to know such Confidential Information for purposes of this Agreement and who are under a duty of confidentiality no less restrictive than the Receiving Party’s duty hereunder. The Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner as the Receiving Party protects its own confidential or proprietary information of a similar nature and with no less than reasonable care.

5.3 Exceptions. The Receiving Party’s obligations under this subsection shall not apply to any portion of the Disclosing Party’s Confidential Information if the Receiving Party can document that such information: (a) was already lawfully known to the Receiving Party at the time of disclosure by the Disclosing Party; (b) is disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the Receiving Party has become, generally available to the public; or (d) was independently developed by the Receiving Party without access to, or use of, the Disclosing Party’s Confidential Information. In addition, the Receiving Party will be allowed to disclose Confidential Information of the Disclosing Party to the extent that such disclosure is (x) approved in writing by the Disclosing Party, (y) necessary for the Receiving Party to enforce its rights under this Agreement in connection with a legal proceeding; or (z) required by law, rule or regulation, an order of a court of similar judicial or administrative body, provided that the Receiving Party notifies the Disclosing Party of such required disclosure promptly and in writing and cooperates with the Disclosing Party, at the Disclosing Party’s reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure. 

5.4 Injunctive Relief. A breach of the Receiving Party’s confidentiality obligations may cause irreparable damage, which money cannot satisfactorily remedy, and therefore the Disclosing Party may seek injunctive relief for any threatened or actual breach of this Section 5 without the need to prove damages or post a bond or other surety.

6.  OWNERSHIP AND DATA.

6.1 Linarc Platform and Technology. Subscriber acknowledges that, as between the parties, Linarc retains all rights (including all intellectual property rights), title and interest in and to the Linarc Platform and the Linarc Platform Services, and that the Linarc Platform and Linarc Platform Services are protected by intellectual property rights owned by or licensed to Linarc.  Other than as expressly set forth in this Agreement, no license or other rights in the Linarc Platform and Linarc Platform Services are granted or transferred to the Subscriber. Subscriber hereby grants Linarc a non-exclusive, royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Linarc Platform Services any suggestions, enhancement requests, recommendations or other feedback provided by Subscriber or Authorized Users relating to the Linarc Platform or Linarc Platform Services. 

6.2 Subscriber Data. Subscriber retains all rights, title and interest in and to the Subscriber Data. Subscriber hereby grants to Linarc a non-exclusive, worldwide, royalty-free and fully paid up license to: (a) access and use Subscriber Data to provide the Linarc Platform Services to Subscriber, to administer and ensure the proper operation of the LInarc Platform Services, and to perform our rights and obligations under this Agreement; and (b) use Subscriber Data on an aggregated and anonymized basis (the “Deidentified Data”) to improve and market the Linarc Platform Services and develop new data products; provided, that, the license grant in subpart (b) shall be perpetual and irrevocable and any use of such Deidentified Data shall be in compliance with all applicable laws. Subscriber represents and warrants that it has all necessary rights to grant Linarc the foregoing licenses. If you obtain a third-party service that requires access to or transfer of Subscriber Data, you acknowledge that any such access or transfer is between you and the third-party provider pursuant to the third-party provider’s own privacy notices and policies, and that we are authorized to provide the Subscriber Data as requested by the third-party service. We are not responsible for any modification, loss, damage, or deletion of Subscriber Data by any third-party service obtained by you. Subject to the foregoing, completed projects will be retained for at least 90 days and then indefinitely in cloud drive (subject to Section 8.5 and the 90-day grace period after termination described there).

6.3 Data Privacy. Each Party shall comply with all applicable privacy laws, rules and regulations. The Subscriber shall be responsible for obtaining any required consents and providing any required notices to allow Linarc to process Personal Information in exercise of Linarc’s rights and obligations under this Agreement. Linarc will use Subscriber Data as described in the Agreement and/or in the Linarc Privacy Policy, as updated from time to time, and for the business purposes described therein. By using the Linarc Platform Services, you expressly consent to such use, including the use of Subscriber Data in third-party applications required for the provision of the Linarc Platform Services.

6.4 Data Security.

1. Linarc will maintain commercially reasonable administrative, technical, and physical controls to protect Subscriber Data in its possession or control from unauthorized access and accidental or unauthorized loss or modification. Subscriber will maintain throughout the Term (as defined below) commercially reasonable administrative, physical and technical measures designed to protect data from unauthorized access and accidental or unauthorized loss or modification.
2. For the purpose of verifying compliance with this Agreement, Linarc (and Linarc's authorized representatives) shall have the right to observe the use made of the Linarc Platform Services and the manner in which Authorized User accesses the Linarc Platform Services. If such monitoring pursuant to this Section indicate that Subscriber has exceeded its license grant under this Agreement or is otherwise not in compliance with this Agreement (including any Order Form), Subscriber shall pay Linarc the shortfall in Fees, retrospectively to the date the noncompliance first occurred.

We will notify you, as required by applicable law, of any actual or reasonably suspected breach of security known to us that has resulted in, or creates a reasonable risk of, unauthorized access to Subscriber Data without undue delay, consistent with the legitimate needs of law enforcement and with any measures necessary to determine the scope of the breach and to restore the integrity of the Services.

7. REPRESENTATIONS AND WARRANTIES.  

7.1 Mutual Representations and Warranties. Each Party warrants and represents to the other that: (a) it has the authority to enter into this Agreement, and its agreement and ability to perform the obligations hereunder do not violate any agreement or obligation between such Party and any third-party; (b) it has and will in the performance of its obligations under this Agreement comply with all applicable laws, rules and regulations, including, but not limited to, any network rules; and (c) when executed and delivered, this Agreement will constitute the legal, valid, and binding obligation of such Party, enforceable in accordance with its terms.  

7.2  Subscriber Representations and Warranties. Subscriber represents and warrants to Linarc that Subscriber shall use the Linarc Platform Services in compliance with all laws, regulations, rules, orders of any governmental authority, and the Documentation. 

7.3  Linarc Representations and Warranties. Linarc represents and warrants to Subscriber that:  (a) the Linarc Platform Services shall conform in all materials respects with this Agreement and the Documentation; (b) any Linarc professional services provided pursuant to this Agreement will be provided in workmanlike manner and in accordance with industry standards; and (c) Linarc has agreements in place with third-party service providers necessary to provide the Linarc Platform Services to Subscriber and Authorized Users.

7.4  Warranty. EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, NO OTHER REPRESENTATIONS AND WARRANTIES ARE GIVEN BY LINARC OR SUBSCRIBER AND THE LINARC PLATFORM SERVICES, LINARC PLATFORM AND OTHER SERVICES PROVIDED UNDER THIS AGREEMENT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, LINARC DOES NOT MAKE ANY REPRESENTATION OR WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, PRODUCE ANY SPECIFIC RESULTS OR OUTCOMES, BE CONTINUOUS, UNINTERRUPTED, OR ERROR-FREE. WE ARE NOT RESPONSIBLE FOR ANY ISSUES WITH THE LINARC PLATFORM SERVICES THAT ARISE FROM SUBSCRIBER DATA, THIRD-PARTY SERVICES, OR THIRD-PARTY PROVIDERS. THIS DISCLAIMER OF WARRANTY SECTION SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. NO THIRD-PARTY SERVICE PROVIDER TO LINARC MAKES ANY WARRANTIES UNDER THIS AGREEMENT, AND ALL SUCH WARRANTIES ARE HEREBY DISCLAIMED.

8.  TERM AND TERMINATION.  

8.1 Term. The term of this Agreement will commence on the Effective Date and continue for an initial term as indicated in the Order Form (the “Initial Term”). This Agreement will automatically renew for successive terms of one (1) year or such other duration as is set forth in a renewal Order Form(each, a “Renewal Term” and together with the Initial Term, the “Term”), unless either Party provides no less than ninety (90) days written notice of its intent to terminate this Agreement prior to the end of the then-current term.

8.2 Termination. This Agreement may be terminated by either Party: (a) in the event of material breach by the other Party and, to the extent that such breach can be cured, the breaching Party fails to cure such breach within thirty (30) days after receipt of notice by the other Party; or (b) upon written notice to the other Party if the other Party becomes the subject of a petition in bankruptcy or another proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. If you materially breach this Agreement, we may, without limitation of other rights and remedies, temporarily suspend or terminate your access to the Linarc Platform Services or withhold further performance of our obligations under this Agreement. 

8.3 Effect of Termination. On expiration or termination of this Agreement: (i) all applicable Authorized User licenses and other rights granted to you will immediately terminate; (ii) a Party’s rights, remedies, obligations (including payment obligations), and liabilities that have accrued up to the date of termination shall not be affected; (iii) unless you have terminated this Agreement for our material breach as provided above, we will not be obligated to refund any prepaid and unused Fees; and (iv) subject to section 8.5, the Receiving Party shall, at the request of Disclosing Party, delete or destroy the Disclosing Party’s Confidential Information in its possession or control. Notwithstanding the foregoing, the Receiving Party may retain Disclosing Party’s Confidential Information (a) to the extent required by law or governmental authority, or (b) that is automatically stored in accordance with the Receiving Party’s generally applicable backup policies (“Backup Media”). All Backup Media shall remain subject to the confidentiality obligations set forth herein, notwithstanding the expiration or termination of this Agreement, so long as it remains undeleted.

8.4 Survival. The definitions and Sections 4, 5, 6, 7, 8.3-8.5, 9 and 10 will survive any expiration or termination of this Agreement.

8.5 Access to Subscriber Data. Subscriber Data may be exported at any time during the term of this Agreement. We will not delete Subscriber Data from our production environment for up to 90 days after termination or expiration of this Agreement; you may download Subscriber Data during such time, or at your request we may assist you with exporting Subscriber Data during such period at our standard hourly consulting rate. After that 90-day period, we will have the right to delete all Subscriber Data and will have no further obligation to make it available to you.

9. LIMITATION OF LIABILITY AND INDEMNIFICATION.  

9.1  Limitation of Liability. EXCEPT FOR BREACHES OF CONFIDENTIALITY, IN NO EVENT WILL EITHER PARTY (OR LINARC’S SUPPLIERS AND SUBCONTRACTORS) BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY, DAMAGES OR LOSSES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES INCURRED IN CONNECTION WITH THIS AGREEMENT, UNDER ANY THEORY OF LIABILITY OR CAUSE OF ACTION WHETHER IN TORT (INCLUDING NEGLIGENCE), CONTRACT OR OTHERWISE, REGARDLESS OF WHETHER LINARC OR SUBSCRIBER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR INDEMNIFICATION OBLIGATIONS ARISING HEREUNDER, IN NO EVENT WILL EITHER PARTY’S LIABILITY EXCEED THE FEES PAID OR PAYABLE BY SUBSCRIBER DURING THE PRECEDING TWELVE (12) MONTHS. THIS LIMITATION OF LIABILITY SECTION WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. THE PARTIES AGREE THAT THE LIMITATION OF LIABILITY PROVIDED HEREIN SHALL NOT APPLY TO DIRECT DAMAGES RELATED TO (I) ANY AMOUNTS OWED IN FEES DUE LINARC UNDER THIS AGREEMENT, (II) ANY AMOUNTS OWED TO AUTHORIZED USERS, OR (III) FRAUD OR INTENTIONAL MISCONDUCT OF A PARTY OR ITS EMPLOYEES. IN ADDITION, ANY LIMITATION OF LIABILITY PROVISION THAT LINARC HAS AGREED TO WITH A THIRD-PARTY SERVICE PROVIDER FOR THE LINARC PLATFORM SERVICES UNDER THIS AGREEMENT SHALL ALSO APPLY TO THE SUBSCRIBER.

9.2 Indemnification. 

a. By Linarc.  If any action is instituted by a third party against Subscriber based upon a claim that the Linarc Platform Services or Linarc Platform, as delivered, infringe or misappropriate any third party’s intellectual property rights, Linarc shall defend such action at its own expense on behalf of Subscriber and shall pay all damages attributable to such third party claim which are finally awarded against Subscriber or paid in settlement. If the Linarc Platform Services or Linarc Platform is enjoined or, in Linarc’s determination is likely to be enjoined, Linarc shall, at its option and expense (a) procure for Subscriber the right to continue using the Linarc Platform Services, (b) replace or modify the Linarc Platform or Linarc Platform Services so that it is no longer infringing but continues to provide comparable functionality, or (c) terminate this Agreement and Subscriber’s access to the Linarc Platform Services and refund any amounts previously paid for the Linarc Platform Services attributable to the remainder of the then-current term. This Section sets forth the entire obligation of Linarc and the exclusive remedy of Subscriber against Linarc for any claim that the Linarc Platform Services infringes or misappropriates a third party’s intellectual property rights.

b. By Subscriber. If any action is instituted by a third party against Linarc relating to (a) Subscriber’s breach of this Agreement, (b) Subscriber’s use of the Linarc Platform Services in violation of any applicable laws, rules or regulations, (c) Subscriber Data. Subscriber will defend such action at its own expense on behalf of Linarc and shall pay all damages attributable to such claim including, but not limited to, remediation expenses and fines, penalties and assessments imposed by networks or regulatory authorities. This subsection states the sole and exclusive remedy of Linarc and the entire liability of Subscriber for the claims and actions described herein.

c. Procedure. Any Party that is seeking to be indemnified under the provision of this Section 9 must (a) promptly notify the other Party (the “Indemnifying Party”) of any third-party claim, suit, or action for which it is seeking an indemnity hereunder (a “Claim”), and (b) give the Indemnifying Party the sole control over the defense of such Claim.  Without the prior written consent of the indemnified Party, the Indemnifying Party shall not settle or consent to an adverse judgment in any such Claim that adversely affects the rights or interests of, or imposes additional obligations on, the indemnified Party.

d. Exclusive Remedy. The indemnification obligations set forth above represent the sole and exclusive liability of the Indemnifying Party and the exclusive remedy of the indemnified Party for any third-party claim described in this Section 9.2.

10. GENERAL TERMS.  

10.1  Notice and Electronic Communication. To the fullest extent permitted by law and this Agreement, notices and other communications (collectively, “Communications”) from one Party to the other regarding this Agreement may be provided electronically, and each Party consents and agrees to receive those Communications in an electronic form and is fully responsible to communicate any change in such Party’s email address. All Communications in electronic format will be considered to be “in writing,” and to have been received no later than twenty-four (24) hours after posting or dissemination. A Party’s consent to receive Communications electronically is valid until revoked upon proper notice.

1. Notice to Linarc: Subscriber may give notice to Linarc by emailing Linarc at support@linarc.com
2. Notice to Subscriber: Linarc may give notice to Subscriber by emailing Subscriber at the e-mail address indicated in the Order Form or via the Linarc Platform Services

‍10.2 Disputes and Governing Law.  

a.   Informal Resolution. In the event of any dispute, controversy or claim arising out of or relating to this Agreement or the construction, interpretation, performance, breach, termination, enforceability or validity thereof (hereinafter, a “Dispute”), the Party raising such Dispute shall notify the other promptly. The Parties shall cooperate and attempt in good faith to resolve any Dispute promptly by negotiating between persons who have authority to settle the Dispute and who are at a higher level of management than the persons with direct responsibility for administration and performance of the provisions or obligations of this Agreement that are the subject of the Dispute.

b. Arbitration. Any Dispute which cannot otherwise be resolved as provided in paragraph (a) above – including any dispute as to the scope or validity of this arbitration provision – shall be resolved by arbitration conducted in accordance with JAMS’s shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration, and judgment upon the award rendered by the arbitral tribunal may be entered in any court having jurisdiction thereof. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. The arbitration tribunal shall consist of a single arbitrator with expertise in the technology industries, or, if the arbitral demand or any counterclaim asserts claims in excess of TEN MILLION DOLLARS (US$10 million), a panel of three arbitrators. In the case of a single arbitrator, such arbitrator may be appointed by agreement of the Parties within fourteen (14) days of receipt of the arbitral demand. Failing such agreement, the arbitrator shall be appointed pursuant to the procedure set out in the JAMS Rules. In the case of a three-arbitrator panel, one shall be appointed by each Party and the third by the two other arbitrators, with any failure to agree addressed as prescribed in the JAMS Rules. The place of arbitration shall be Beverly Hills, California, unless the Parties agree to another location. The arbitral award shall be final and binding. The Parties waive any right to appeal the arbitral award, to the extent a right to appeal may be lawfully waive.

c. Judicial Recourse. Notwithstanding the provision of paragraph (b) above, each Party retains the right to seek judicial assistance: (i) to compel arbitration, (ii) to obtain interim measures of protection until the arbitrator(s) can be empaneled and determine whether and in what form such measures should be continued, (iii) to enforce any decision of the arbitrator, including the final award; or (iv) to seek injunctive relief. The Parties submit to the exclusive jurisdiction of the state and federal courts located in the California, for purposes of clauses (i) and (ii) of this paragraph but may seek relief in any court that otherwise may possess jurisdiction over the Parties with respect to clauses (iii) and (iv).

d. Governing Law. This Agreement will be governed by and construed in accordance with U.S. federal law and the laws of the State of California, without regard to its conflicts or choice of laws principles.   

10.3 Complete Understanding. This Agreement, Order Form, Privacy Policy, and the exhibits and addenda attached hereto (as modified by the Parties from time to time) is the entire understanding and agreement of the Parties and supersede any and all previous and contemporaneous understandings. Only a writing signed by both Parties may modify it. 

10.4 Severability. In the event that any provision of this Agreement is held to be illegal, invalid or unenforceable by a court of competent jurisdiction, the valid or enforceable portion thereof and the remaining provisions of this Agreement will remain in full force and effect.

10.5 Waiver. No waiver of any right under, or breach of, this Agreement will be effective unless in writing and signed by an authorized representative of the Party against whom the waiver is sought to be enforced. No delay or failure by either Party to exercise any right under this Agreement, and no partial exercise of any right under this Agreement, will constitute a waiver of that right or any other right. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. 

10.6 Independent Contractors. The Parties to this Agreement are independent contractors, and no agency, partnership, franchise, joint venture or employee-employer relationship is intended or created by this Agreement. 

10.7 Counterparts. The Order Form may be executed in counterparts, which taken together shall form one legal instrument.

10.8 Force Majeure. Except for the obligation to pay any Fees, neither Party will have any liability if it is unable to perform, in whole or in part, as a consequence of an act of God or public enemies, public acts, fire, explosion, accident, labor disputes/strikes, floods, embargo, war, terrorism, nuclear disaster, riot, major pandemic or epidemic, failure of public utilities, communication links or facilities or any other cause not within the reasonable control of such Party and not caused by such Party’s negligence or fault (each a “Force Majeure Event”); provided, however, that either Party may terminate this Agreement if the other Party remains unable to perform due to a Force Majeure Event for more than thirty (30) consecutive business days.

10.9 Assignment. Neither Party may assign any rights or obligations arising under this Agreement, without the prior written consent of the other which shall not be unreasonably withheld; except that either Party may assign this Agreement with prior written notice to the other Party in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempted assignment or transfer in violation of the foregoing will be null and void. Subscriber agrees that Linarc may subcontract certain aspects of the Linarc Platform Services to qualified third parties, provided that any such subcontracting arrangement will not relieve Linarc of any of its obligations hereunder.

10.10 Order of Precedence. In the event of any express conflict or inconsistency, the order of precedence shall be: (i) the Order Form; (ii) any special subject matter agreement between the Parties (for example, regarding data processing); (iii) these terms (including any annexes or exhibits hereto); and (iv) the Documentation.

10.11 Unfair Competition. You may not use the Linarc Platform Services or any materials provided by us to build a competitive product or service or to benchmark with a non-Linarc product or service.

10.12 U.S. Government Users. The Linarc Platform Services and our Confidential Information are commercial items. If they are being used by or on behalf of the U.S. Government, then the U.S. Government’s rights in them will be only those specified in this Agreement, consistent with FAR 12.212 and DFARS 227.7202-1 through 227.7202-4, as applicable.

10.13 No Third Party Beneficiaries. Except as expressly set out in this Agreement, a person who is not a party to this Agreement will have no rights to enforce it.

10.14 Updates. From time to time, we may amend these terms. We will notify you of any material changes by promptly sending an email or posting a notice in the Linarc Platform Services. By continuing to access or use the Linarc Platform Services after such notice, you are indicating that you agree to be bound by the modified terms. Notwithstanding the foregoing, if the changes have a material adverse impact on and are not acceptable to you, then you must notify us within 30 days after receiving notice of the change. If we cannot accommodate your objection, then the prior terms shall remain in force until the expiration of your then-current subscription period. Any renewed subscription will be governed by our then-current terms.

10.15 No Publicity. Neither Party shall make any public statement about this Agreement or the relationship of the parties governed by this Agreement that identifies the other Party without the other Party’s prior written consent, except that while you are a customer, Linarc may use your name and logo in its customer list in a manner that does not suggest endorsement.

10.16 Interpretation. Headings are for convenience only and may not be used in interpretation. The words “such as” and “including” do not signify limitation. This Agreement shall not be interpreted against the drafter.

Exhibit A

Terms of Service Availability

This Exhibit governs the availability and service provided by Linarc. The Terms of Service Availability are subject to all terms and conditions of the Agreement and your Order Form. Capitalized terms not otherwise defined herein have the meaning assigned to them under the Agreement. 

1. Service Level Agreement. 

1.1. Uptime Level. Linarc Platform Services shall be available no less than 99.9% of the total number of minutes in any given calendar month (“Uptime Level”) as reasonably measured and monitored by Linarc, except during scheduled maintenance, including infrastructure maintenance.

“Scheduled Maintenance” means any scheduled outages or downtime for maintenance, upgrades, enhancements or changes to the Linarc Platform Services.

“Unscheduled Downtime” means total downtime in a specific month minus downtime described in Section 2 below.

1.2. Support. Linarc shall provide Support to the Subscriber as defined in Table 1. 

1.2.1 Severity Level Definition: Notwithstanding anything to the contrary in this Agreement, the Parties agree to the Severity Level Definitions in Table 1. 

Table 1

1.2.2. Subscriber, at the time it reports an alert to Linarc, shall in good faith designate the Severity Level for such alert, using the definitions above. Linarc agrees not to modify such designation without first consulting with the Subscriber, provided however, that if it is determined that the root cause of an incident is outside the Linarc system or control, then Linarc may modify the designation of such incident without consultation; provided further, that Linarc shall notify Subscriber before modifying the designation.

1.2.3. Response time shall be measured from the moment an alert is discovered by or reported to Linarc and Linarc’s meaningful acknowledgment of the alert:  Updates will be posted on the status page every 2 hours for S1 and S2 and as needed.

2. Exclusions.‍

The Service Levels provided herein shall not apply under the following cases:  

2.1.1. During scheduled Maintenance as previously informed by Linarc (Section 3.2); 

2.1.2. Events that occur due to a failure or omission of the Subscriber or a Subscriber’s third-party, including, but not limited, to Subscriber equipment, software or other technology and/or Subscriber’s third-party equipment, software or other technology;  

2.1.3. Services are suspended by Linarc as provided in the Agreement;  

2.1.4. Any event of Force Majeure as defined in the Agreement, and

2.1.6. Any failure to meet the Service Level due to the failure of third-party service providers who are outside of Linarc’s direct controls and PSP services.

2.1.7 Linarc uses AWS, GCP, and other cloud providers for its infrastructure. Any failure to meet the Service Level is due to the failure of these infrastructure providers, who are outside of Linarc’s direct controls and PSP services.

3. Maintenance. 

3.1 Notice. Absent exigent circumstances, Linarc shall provide Subscriber with at least ten (7) days advance written notice of any Scheduled Maintenance. An e-mail or notification through Linarc’s platform of such Scheduled Maintenance shall be sufficient.

3.2 Scheduled Maintenance Hours. Absent exigent circumstances, scheduled Maintenance shall occur only during the hours starting on Friday at 5 pm (PST) and ending on Sunday at 5 pm (PST).

4. Business Hours and Response Time

Our headquarters and Customer Support are based in Beverly Hills, CA, USA. Our Customer Support standard business hours are Monday – Friday, 09:00 – 17:00 US PST (Pacific Time). Our Standard Customer Support Service is closed during major US holidays including:

5. Subscriber Support Contact Information

Chat Support: Available within the Linarc Platform Services.

Support Email: support@linarc.com

Linarc Platform includes a built-in support chat. During regular business hours, users can request support through this feature. Support requests are queued and handled in the order received. Users can also leave support requests and ask for a response by email. 

If all Support Service Desk agents are unavailable during regular business hours, messages will be returned within 1 business day of the message being left.