Welcome to the family of services provided by Liine, Inc. (“Liine”). These Terms of Service and, as applicable, the Order Form (collectively, the “Agreement”) apply to all Services provided by Liine, including, but not limited to, reporting, monitoring, training and coaching (“Services”).
In order to make use of the Services provided by Liine, you (hereinafter referred to as “you” or “your”) must first read this Agreement and accept it. You may not avail yourself of the Services if you do not accept this Agreement and the terms therein. You accept the terms of the Agreement by signing the Liine Order Form (“Order Form”) or by using the Liine Services. In the latter case, you understand and agree that we will treat your use of the Services as acceptance of the terms of this Agreement from that point onwards. The date on which you sign the Order Form is herein referred to as the Effective Date (“Effective Date”).
By signing the Order Form or using the Services, you represent that you have read and agree to the terms and conditions of this Agreement.
If you are accepting on behalf of your employer or another entity, you represent and warrant that: (i) you have full legal authority to bind your employer, or the applicable entity, to this Agreement; (ii) you have read and understand this Agreement; and (iii) you agree, on behalf of the party that you represent, to this Agreement. If you don’t have the legal authority to bind your employer or the applicable entity, please do not sign the Order Form or use the Services.
Liine reserves the right to change the terms of this Agreement from time to time. Any updates to these Terms shall be posted on this website. You acknowledge your responsibility to review these Terms from time to time and to be aware of any such changes. By continuing to use any of the Liine Services after we post any such changes, you accept the terms of this Agreement, as modified.
Subject to the terms of this Agreement, Liine will, for the Term specified on the Order Form, provide you the Services described on the Order Form. Liine may from time to time make available to you additional functionality for an additional charge. If (a) Liine sends you an email to describing the additional functionality and the fees for such functionality and (b) you commence using such functionality in any respect, then (i) you must pay such additional fees for the Term and (ii) the Order Form will be deemed amended to include such additional fees and functionality as part of the Services.
3.1 Intellectual Property. In connection with providing the Services Liine may use materials (including, but not limited to, instructional videos, evaluation forms, sales scripts, sales messaging, reports, talk tracks and educational materials) (collectively, “Materials”) and certain software (the “Software”). All Materials and Software (whether unaltered or customized at your direction; in physical or electronic form) shall be the sole and exclusive intellectual property of Liine and are licensed to you for the sole purpose of internal use. Save as expressly set out in this Agreement, you will treat Materials as the Confidential Information of Liine (and subject to the terms of Section 6) and will not distribute or share Materials with any third party or use Materials for any purpose other than internal use per the terms of this Agreement. You will not (a) modify, reverse engineer, decompile, disassemble, create derivative works based on, sublicense, or distribute the Software; or (b) license, distribute or lease any rights in the Software. Liine reserves all rights not expressly granted in this Agreement, and no licenses are granted by Seller under this Agreement.
3.2 Your Content. As between you and Liine, you will own any information, data, text, content, videos, images, audio recordings, graphics, and /or other types of content, information and/or data that you post, provide, or upload to the Services, or collect through the Services (collectively, your “Content”), excluding the Materials. To enable Liine to provide the Services, you grant to Liine a non-exclusive, non-transferable, revocable, royalty-free, license, to access, use, and copy, your Content as necessary to provide the Services for your benefit. Liine will use and disclose your Content only to provide the Services and perform its obligations under this Agreement, or otherwise in accordance with agreed-upon written instructions that you provide to Liine.
3.3 Aggregated and De-identified Data. In the course of providing the Services, Liine may obtain or derive from your Content and your use of the Services data related to (i) your participation in the Services; and (ii) your sales performance and results both prior to and after the Services have been provided. Notwithstanding anything to the contrary in this Agreement, Liine is free to use this data for any and all purposes; provided, that (1) all such data has been de-identified so that neither the identity of the you nor any personally identifiable information for any individual has been disclosed, and (2) all such data is used only in an aggregated format such that no single transaction, company, event, or individual can be identified.
4. DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY
4.1 LIINE EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES PROVIDED BY LIINE HEREUNDER. THE SERVICES PROVIDED BY LIINE HEREUNDER WILL BE CONSTRUED SOLELY AS STATEMENTS OF OPINION AND NOT STATEMENTS OF FACT. ALL SERVICES ARE PROVIDED “AS IS” AND LIINE DOES NOT PROMISE OR GUARANTY ANY SALES RESULTS OR THAT THE SERVICES WILL MEET ANY SPECIFIC REQUIREMENTS OTHER THAN AS MAY BE EXPRESSLY SET FORTH IN THESE TERMS. LIINE DOES NOT WARRANT THAT THE USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE. YOU ACKNOWLEDGE THAT ANY PERFORMANCE RESULTS BASED ON THE SERVICES PROVIDED UNDER THIS AGREEMENT ARE DEPENDENT ON A VARIETY OF FACTORS AND FUTURE MARKET CONDITIONS, AND YOUR RESULTS MAY VARY. FURTHER, WHILE LIINE UTILIZES ELECTRONIC AND PHYSICAL SECURITY TO REDUCE THE RISK OF IMPROPER ACCESS TO OR MANIPULATION OF DATA DURING TRANSMISSION AND STORAGE, IT CANNOT GUARANTEE THE SECURITY OR INTEGRITY OF THE DATA AND SHALL HAVE NO LIABILITY FOR BREACHES OF SECURITY OR INTEGRITY OR THIRD-PARTY INTERCEPTION IN TRANSIT, NOR SHALL LIINE BE RESPONSIBLE FOR ANY DATA LOSS OR LOSS OF ANY INFORMATION IN YOUR ACCOUNT, REGARDLESS OF THE CAUSE. TO THE EXTENT PERMITTED BY LAW, YOUR SOLE REMEDY FOR A BREACH OF THIS AGREEMENT BY LIINE, OR ANY OTHER CLAIM FOR DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE LEGAL THEORY, SHALL BE EITHER A RE-PERFORMANCE OF THE SERVICES OR A REFUND OF THE APPLICABLE FEES.
4.2 UNDER NO CIRCUMSTANCES WILL LIINE BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND FOR ANY REASON WHATSOEVER; PROVIDED HOWEVER NOTHING IN THIS AGREEMENT SHALL APPLY TO EXCLUDE OR LIMIT LIINE’S LIABILITY FOR DEATH OR PERSONAL INJURY IF CAUSED BY GROSS NEGLIGENCE OR ANY OTHER LIABILITY THAT CANNOT BY LAW BE EXCLUDED.
You agree to indemnify, defend and hold us, our affiliates and licensors, each of our and their business partners and each of our and their respective employees, officers, directors and representatives, harmless from and against any and all claims, losses, damages, liabilities, judgments, penalties, fines, costs and expenses (including reasonable attorneys’ fees), arising out of or in connection with any claim arising out of your use of the Services in a manner not authorized by this Agreement, and/or in violation of the applicable restrictions or law.
Each party agrees to maintain Confidential Information (as defined below) received from the other in confidence and, except as set forth herein or as required to perform its obligations hereunder, to neither use nor disclose such Confidential Information, without the prior written approval of the disclosing party, or as required to comply with any order of a court or any applicable rule, regulation or law of any jurisdiction. In the event that a receiving party is required by judicial or administrative process to disclose Confidential Information of the disclosing party, it shall promptly notify the disclosing party and allow the disclosing party a reasonable time to oppose such process. Each receiving party may disclose the Confidential Information of the disclosing party to the receiving party’s employees and agents on a need-to-know basis, and each receiving party will be liable for the breach of this Agreement by its employees and agents. Each party shall protect Confidential Information of the other by using the same degree of care, but not less than a reasonable degree of care, to prevent unauthorized disclosure or use as that party uses to protect its own confidential information. The foregoing obligations shall remain in force for two (2) years following any termination or expiration of this Agreement. Upon termination or expiration of this Agreement, each party agrees to return or destroy all Confidential Information received from the other, at the written request of such other party; provided, however that each party may: (i) keep one copy of the Confidential Information for its records; and (ii) retain digital copies of Confidential Information that were created in the normal course of IT back-up and recovery procedures, and such copies of retained Confidential Information shall continue to be subject to the terms of this Agreement.
For the purposes of this Agreement, “Confidential Information” means any information received by one party (the “receiving party”) from the other party (the “disclosing party”) of which the receiving party has been informed or has a reasonable basis to believe is confidential to the disclosing party, unless such information: (1) was known to the receiving party prior to receipt from the disclosing party; (2) was lawfully available to the public prior to receipt from the disclosing party; (3) becomes lawfully available to the public after receipt from the disclosing party, through no act or omission on the part of the receiving party; (4) corresponds in substance to any information received in good faith by the receiving party from any third party without restriction as to confidentiality; or (5) is independently developed by an employee or agent of the receiving party who has not received or had access to such information.
Without the written consent of Liine, you agree that for the period commencing on the Effective Date and continuing until two (2) years following the last date of Liine’s provision of Services to you, you will not solicit for employment, entice away, induce or encourage any person who is or shall have been an employee of or consultant to Liine involved in the implementation, performance or monitoring of the Services to leave or seek to leave his or her position with Liine, regardless of whether or not that employee or consultant acts in breach of his or her contract of employment or consultancy agreement with Liine (or any associated company) by doing so. This is considered reasonable by Liine and you, and you acknowledge that this is reasonably necessary for the protection of the commercial interests of Liine.
8.1 You warrant that you do not intend to and will not knowingly supply or use Liine Services or Materials in violation of any law, rule or regulation. You agree that you will immediately notify Liine if these circumstances change. If you breach this Section 8, in addition to any other rights or remedies Liine may have, Liine may immediately terminate the Agreement.
8.2 You are responsible for using the Services in a manner that complies with any laws that apply to your Content, including laws related to privacy, personal data, biometric data, data protection, and the recording and confidentiality of communications, and for configuring any features made available through the Services in a manner that complies with your obligations under those laws or regulations. You warrant that you have obtained any authorizations or consents, and provided any notices, that are or may be required under those laws or regulations before using the Services to collect, store, process, or transmit your Content.
8.3 If and to the extent you are a “covered entity” or a “business associate” and your Content includes “protected health information,” as those terms are defined in 45 CFR § 160.103, the HIPAA Business Associate Addendum (“BAA”) attached as Exhibit A hereto will apply to Liine’s provision and your use of the Services. You agree that the BAA will apply only to systems that Liine controls and operates to provide the Services, and only when you have applied the required configuration settings, if any, that Liine makes known to you in writing from time to time. You further agree that the BAA will not apply to, and Liine will have no responsibility for, any third-party applications, systems, devices, or communications networks that you or others use to transmit your Content to or from, or otherwise communicate with, the Services, and that Liine does not act as, nor have the obligations of, a “business associate,” as defined in 45 CFR § 160.103, with respect to your Content when you send it to or from locations or recipients outside the Services.
9. PAYMENT OF FEES
9.1 In consideration for the Services, you will pay Liine the fees set forth in the Order Form in accordance with the terms therein (the “Fees”). If the Order Form specifies that you will pay fees based on a per minute basis, Liine shall bill for all minutes of usage for each call from the instant a call is initiated by, or connected to, the Liine network to the instant all parties to such call are disconnected. Call duration calculations will be rounded up to the nearest minute. If the Order Form specifies that you will pay fees based on a “Booked Appointment” basis, then you acknowledge and agree that (a) a “Booked Appointment” means the number of appointments booked by you in connection with your services as determined by Liine’s software underlying the Services and (b) “Booked Appointment” does not mean the actual number of appointments booked in connection with the Services. In no event will Liine have any liability for differences in the number of Booked Appointments and the actual number of appointments booked by you in connection with your use of the Services. Liine reserves the right to change the Fees upon no less than thirty (30) days prior written notice to you (which may be sent by email).
9.2 You acknowledge and agree that Liine is permitted to immediately suspend the provision of Services to you (without notice) if payments are not received when due or if Liine is unable to charge your Payment Method as set forth in Section 9.4 below. During such suspension you will not be able to use the Services. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection. You shall be responsible for all taxes associated with Services other than U.S. taxes based on Liine’s net income.
9.3 All amounts paid hereunder are nonrefundable and Liine does not provide any refunds except in the event that you terminate this Agreement due to an uncured material breach by Liine, Liine will provide you with a refund of all pre-paid amounts, adjusted pro rata, to account for Services not provided after the date of termination.
9.4 By providing Liine with a current, valid, accepted method of payment for recurring Fees (as such may be updated by you from time to time, “Payment Method”), you hereby authorize Liine to charge you the fees as set forth in the Order Form (as such fee may be changed pursuant to the terms of this Agreement). Fees for Services will be billed as set forth in the Order Form. You will receive an email notification of each charge made against your Payment Method. Liine reserves the right to change the timing of the Fee billing in the event that the Payment Method has not successfully settled. As used in this Agreement, “billing” shall indicate a charge, debit or other payment clearance, as applicable, against your Payment Method. You may change your Payment Method information by contacting Liine at firstname.lastname@example.org or (919) 604-1721. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and you do not edit your Payment Method information or cancel your account, you shall remain responsible for any uncollected amounts and authorize Liine to continue billing the Payment Method, as it may be updated. This may result in a change to the payment billing dates.
10. TERM AND TERMINATION
10.1 Subject to earlier termination as provided in 10.2, this Agreement will be for the initial term specified in the Order Form (the “Initial Term”). Following the expiration of the Initial Term or the then-current Renewal Term, this Agreement will automatically renew for the period of time set forth in the Order Form (the “Renewal Term” and, together with the Initial Term, the “Term”); provided, however, that if a Party does not wish for the Term of this Agreement to renew, such party may cause this Agreement to expire at the end of the Initial Term or then-current Renewal Term by providing notice of the same to the other party at least 30 days prior to the expiration of the Initial Term or the then-current Renewal Term. Notice of non-renewal or any termination by you must be provided to Liine by email using the email address identified by Liine for such purpose and will be effective upon providing such notice. Notice of non-renewal or any termination by Liine must be provided to you by email using the email address set forth in the Order Form, and will be effective upon providing such notice.
10.2 In addition to any other remedies a party may have, either party may terminate this Agreement upon thirty (30) days’ written notice, if the other party materially breaches any of the terms or conditions of this Agreement and such breach is not cured within the thirty (30) day period.
10.3 Upon the expiration or termination of this Agreement, Liine will have no further obligation to provide Services. You will pay in full for the Services up to and including the last day on which the Services are provided. All your payment obligations as well as Sections 3, 4, 5, 6, 7, 8, 9, 10 and 11 will survive termination of this Agreement.
11.1 This Agreement contains the entire agreement between the parties, both written and oral, and supersedes all other agreements and understandings between the parties with respect to the subject matter hereto.
11.2 This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina, without regard to the choice of law provisions thereof. Any dispute or claim arising out of, or in connection with, this Agreement shall be finally settled by binding arbitration in Raleigh, North Carolina, in accordance with the then-current rules and procedures of the American Arbitration Association by one (1) arbitrator appointed by the American Arbitration Association. The arbitrator shall apply the law of the State of North Carolina, without reference to rules of conflict of law or statutory rules of arbitration, to the merits of any dispute or claim. Judgment on the award rendered by the arbitrator may be confirmed, reduced to judgment and entered in any court of competent jurisdiction. The parties agree that, any provision of applicable law notwithstanding, they will not request, and the arbitrator shall have no authority to award punitive or exemplary damages against any party. In the event that any arbitration, action or proceeding is brought in connection with this Agreement, the prevailing party shall be entitled to recover its costs and reasonable attorneys’ fees.
11.3 Neither party shall be held responsible for any delay or failure in performance hereunder caused in whole or in part by earthquakes, fires, strikes, floods, embargoes, labor disputes, acts of sabotage, riots, wars, accidents, delays in carriers or suppliers, acts or omissions or other causes beyond such party’s control.
11.4 You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers, telephone systems and the like.
11.5 If any provision of this Agreement shall be held by a court of law of competent jurisdiction to be illegal, invalid or unenforceable, that provision shall be reformed, construed and enforced to the maximum extent permissible, and the remaining provisions shall remain in full force and effect.
11.6 You agree that Liine may reference you and your company as a customer of Liine’s products and services in Liine’s advertising and marketing.
November 25, 2020
EXHIBIT A – HIPAA BUSINESS ASSOCIATE ADDENDUM
If you are a “covered entity” or a “business associate” and your Content includes “protected health information,” as those terms are defined at 45 C.F.R. § 160.103, the Agreement incorporates the terms of this HIPAA Business Associate Addendum (“BAA”). If there is any conflict between a provision in this BAA and a provision in the Agreement, this BAA will control.
Except as otherwise noted in this BAA, any and all capitalized terms in this BAA shall have the meanings ascribed to those terms in the HIPAA Rules, and if not defined by HIPAA, such terms shall have the definitions set forth in the Agreement.
II. BUSINESS ASSOCIATE OBLIGATIONS
III. CUSTOMER OBLIGATIONS
IV. TERM AND TERMINATION