Welcome to the family of services provided by Liine, LLC (“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 either sign the Order Form or begin using Services 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. In the event that the Services include the E-Learning Services, such Services shall be governed by the additional terms and conditions set forth on Exhibit A attached hereto, which is hereby incorporated by reference into this Agreement.
3.1 Intellectual Property. Liine will use Liine's materials (including, but not limited to, instructional videos, evaluation forms, sales scripts, sales messaging, reports, talk tracks and educational materials) (collectively, “Materials”) for all reporting, monitoring, training and coaching associated with the Services. All Materials (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.
3.2 In the course of providing the Services, Liine may obtain 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. 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.
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.
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 “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 Invoices may be provided electronically or in paper copy. Unless otherwise specified in an Order Form, invoices must be paid not later than thirty (30) days after receipt. Liine has no obligation to continue providing Services 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. 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.
EXHIBIT A - E-LEARNING SERVICES TERMS AND CONDITIONS
THE E-LEARNING SERVICES (“E-LEARNING SERVICES”) ARE PROVIDED SUBJECT TO THE TERMS AND CONDITIONS IN THIS EXHIBIT A. THESE TERMS AND CONDITIONS ONLY APPLY IF YOU ARE USING E-LEARNING SERVICES AS INDICATED ON THE ORDER FORM.
1. Subject to the following terms and conditions, Liine grants to you a nonexclusive, nontransferable limited license to access and use the E-Learning Services solely for your internal business purposes and subject to the limitations in this Agreement. In the event of any conflict between the terms in this Exhibit A and the terms elsewhere in the Agreement, the terms in this Exhibit A will control.
2. Subject to payment of all Fees due under the Agreement, you are granted a limited, non-exclusive, non-transferable internal use license to use the E-Learning Services pursuant to the number of assigned employees and agents (“Users”) (as identified on the Order Form) during a Subscription Term (as identified on the Order Form). You agree that your licensing of the E-Learning Services hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Liine or its licensors regarding future functionality or features.
Unless otherwise specified in the Order Form, access to the E-Learning Services by Users is pursuant to a “Named User” model, pursuant to which you license E-Learning Services for the number of Users identified on the Order Form for the Subscription Term identified on the Order Form. Further, (a) User subscriptions are for designated Users and cannot be shared or used by more than one User (b) a User’s password may not be shared with any other individual and (c) you may not reassign current User licenses to new Users except to the extent a current User is no longer employed by you or upon the end of contractual relationship with you or similar reasons.
In the event you exceed the Subscription Term set forth in the Order Form, Liine may work with you to seek to reduce your usage so that it conforms to that limit, or Liine will execute an Order Form for additional quantities for the applicable Users and E-Learning Services promptly upon your request, and/or you shall pay any invoice for excess usage.
You may not access the E-Learning Services if you are a direct competitor of Qstream, Inc., except with Qstream’s prior written consent. You shall not (a) make the E-Learning Services available to, or use the E-Learning Services for the benefit of, any third party other than Users, (b) sell, resell, license, sublicense, distribute, rent or lease the E-Learning Services, or include the E-Learning Services in a service bureau or outsourcing offering, (c) use the E-Learning Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use the E-Learning Services to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of the E-Learning Services or third-party data contained therein, (f) attempt to gain unauthorized access to the E-Learning Services or their related systems or networks, (g) permit any third party to access the E-Learning Services except as permitted herein or in an Order Form, (h) create derivative works based on the E-Learning Services, (i) copy the E-Learning Services or any part, feature, function or user interface thereof, (j) frame or mirror any part of the E-Learning Services, other than copying or framing on your own intranets or otherwise for your own internal business purposes, (k) reverse engineer the E-Learning Services, or (l) access the E-Learning Services in order to (i) build a competitive product or service, (ii) copy any features, functions or graphics of the E-Learning Services (iii) or for the purposes of monitoring availability, performance or functionality or for any other benchmarking purposes. Liine reserves the right to throttle or limit E-Learning Services in the event of abuse, or abnormally excessive usage which could adversely impact on costs and/or performance of the E-Learning Services.
3. Liine and its licensors reserve all rights, title and interest in and to the E-Learning Services, including all intellectual property rights therein, and nothing contained herein shall be construed so as to transfer any such rights to you. Further, you shall not divulge or disclose or permit any of your employees or agents to divulge or disclose any intellectual property rights in the E-Learning Services except as expressly permitted in this Agreement.
4. LIINE AND ITS LICENSORS MAKE NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE FOR THE SERVICES OR ANY THIRD PARTY COMPONENTS. ALL SERVICES PROVIDED HEREIN ARE ON AN “AS IS” BASIS AND YOUR USE OF THE SERVICES AND ANY THIRD PARTY COMPONENTS ARE AT YOUR SOLE RISK. FURTHER, LIINE AND ITS LICENSORS SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
5. You shall defend Liine and its licensors against any claim, demand, suit or proceeding made or brought against Liine and its licensors by a third party alleging that your data, or your use of the E-Learning Services, infringes or misappropriates the intellectual property rights of a third party or violates applicable law, and shall indemnify Liine and its licensors for any damages, attorney fees and costs finally awarded against Liine and its licensors, provided, that Liine: (a) promptly gives you written notice of the claim; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle any claim unless the settlement unconditionally releases Liine of all liability); and (c) provides to you all reasonable assistance at your expense.
6. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO EVENT SHALL LIINE’S MAXIMUM CUMULATIVE LIABILITY REGARDLESS OF THE FORMS OF ACTION WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATED TO THE E-LEARNING SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED $1,000. THE FOREGOING SHALL NOT LIMIT YOUR PAYMENT OBLIGATIONS FOR THE E-LEARNING SERVICES. NO ACTION, REGARDLESS OF FORM, ARISING FROM OR PERTAINING TO THE E-LEARNING SERVICES MAY BE BROUGHT BY YOU MORE THAN ONE (1) YEAR AFTER SUCH ACTION HAS ACCRUED.
May 6, 2019