TERMS OF USE AGREEMENT

These Terms of Use apply to the Response Linq LLC (“Response Linq”) Website and SaaS Application (collectively, the "Services.”) As used in these Terms of Use, "Response Linq", “our” "us", or "we" refers to Response Linq LLC (“Response Linq”) a Delaware Corporation and its subsidiaries and affiliates. This Terms of Use Agreement (“Agreement”) constitutes a legal agreement between you, an individual, or company as a User of the Services or someone viewing Our website. The Services includes Our proprietary software-as-a-service SaaS application and a suite of proprietary Services accessible over the Internet that enables persons or companies to monitor Cellular and Emergency responder Distributed Antenna Systems (“DAS”).

The following Terms of Use, together with any documents they expressly incorporate by reference (collectively, these “Terms of Use”), govern your (“Your” “You” or “User”) access to and use of this website (the “Website”) and use of the Services. “Your” “You” or “User” shall mean: (i) a website visitor; (ii) Licensee - a local regulatory agency responsible for the frequencies that go into a building. A Licensee shall be permitted to use the Services to monitor Emergency Responder Communication Enhancement System data (“ERCES”), tower data, installation data and have remote control capabilities of end devices; (iii) AHJ - a local Authority having jurisdiction. An AHJ shall be permitted to use the Services to monitor Emergency Responder Communication Enhancement System data (“ERCES”), installation data and track annual inspection data. (iv) Integrator or Agent - is a business contracted by a building owner to install a DAS system. An Integrator shall be permitted to use the Services to monitor Emergency Responder Communication Enhancement System data (“ERCES”), installation data and track annual inspection data. Integrator has entered into a separate agreement with Response Linq and is authorized to license the Services as part of a bundle of other software to the building owner that Agent installs in commercial buildings owned by a Building Owner; and (v) Building Owner - shall mean an entity required by law or administrative authority to install a DAS system in a building that it owns that also enters into a contract with an Integrator to install the Services in a DAS System.

Please read the Terms of Use carefully before you start to use the Website or Services. By using the Website or Services, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy incorporated herein by reference (“Privacy Policy“) available at www.responselinq.com/privacypolicy. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use the Website or Services.

This Website and Services are offered and available to users who are 18 years old or older. By using this Website or Services you represent and warrant that you are of legal age to form a binding contract with Response Linq. If you are not 18 years old or older, you must not access or use the Website or Services.

ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUITS OR CLASS.

Be advised that Response Linq, including its employees, are not offering or providing any financial or legal advice on its website or through its Services.

CERTAIN USE LIMITATIONS

The website is offered to you free of charge to view, while other Services, including accessing Our SaaS application through our Services are fee-based and you are required to execute: (i) The Response Linq Subscription Agreement and pay all related fees for accessing Our SaaS Application as a condition to being granted access to Our SaaS application; or (ii) If you are a building owner, AHJ or licensee and have contracted with an Integrator to install the Services into a building as part of a bundle that includes other software, then you shall pay the Integrator directly to subscribe to use the Response Linq software.

If a Licensee or an AHJ, notices an alarm is not cleared within 48 hours Response Linq , with express written permission from the licensee or AHJ, reserves the right to assign the alarm to a Response Linq approved vendor to contact the building owner to have the system serviced and alarm cleared. Licensee or AHJ may also grant approval in their sole discretion to Response Linq to re-assign any alarm which is not tended to or cleared by the integrator of record within forty-eight (48) hours of the alarm being generated.

Response Linq grants you a non-exclusive, non-transferable, limited permission to access and display only the Web pages within this site as a user, customer, or potential customer of the Services provided you comply with these Terms of Use, and all copyright, trademark, and other proprietary notices remain intact. You may only use a crawler to crawl this website as permitted by this website’s robots.txt protocol, and Response Linq may block any crawlers in its sole discretion. The use authorized under this agreement is non-commercial in nature (e.g., you may not sell the content you access on or through this website.) All other use of this site is prohibited. All rights not expressly granted herein are reserved.

You may not copy, modify, distribute, sell, or lease any part of our Website or Services, nor may you reverse engineer, decompile or attempt to extract the source code of that software, unless applicable laws prohibit these restrictions or you have our written permission to do so.

You shall not re-brand the Services under a different brand name than Response Linq. You shall not offer for resale the Services to any other individuals, businesses or third parties.

Except for the limited permission in the preceding paragraphs, Response Linq does not grant you any express or implied rights or licenses under any patents, trademarks, copyrights, or other proprietary or intellectual property rights. You may not mirror any of the content from this site on another Website or in any other media. Any software and other materials that are made available for downloading, access, or other use from this site with their own license terms will be governed by such terms, conditions, and notices. Your failure to comply with such terms or any of the terms on this site will result in automatic termination of any rights granted to you, without prior notice, and you must immediately destroy all copies of downloaded materials in your possession, custody or control.

If Response Linq terminates an agreement with an Integrator/Agent that has entered into a contract with you to install the Services in your building you understand and agree that your access to and use of the Services will terminate when the term of your agreement with the Integrator/Agent expires.

You agree that at any time in our sole discretion, without notice to you and without liability of any kind, we may make improvements and/or changes to this Website, restrict or terminate your access to or use of any part or all of the Website, or refuse, move, or remove any material that you submitted to the Website.

You represent, warrant, and agree that any information or materials you submit to or post on the Website (a) shall be true, accurate, and current; (b) will not, directly or indirectly, violate, infringe or breach any duty toward or rights of any person or entity, including without limitation any copyright, trademark, service mark, trade secret, other intellectual property, publicity or privacy, or Fair Housing right; (c) will not be fraudulent, misleading, hateful, tortious, defamatory, slanderous, libelous, abusive, violent, threatening, profane, vulgar or obscene; (c) will not harass others, promote bigotry, racism, hatred or harm against any individual or group, promote discrimination based on race, sex, religion, nationality, sexual orientation or age, or otherwise interfere with another's use of the Website; (d) will not promote illegal or harmful activities; and (e) will not be illegal, unlawful or contrary to any applicable laws or regulations where created, displayed, or accessed.

You agree not to (and not to assist any third party to): (a) engage in commercial use of the Website or Services or any content on the Website or Services; (b) reproduce, copy, display, screen grab, takes pictures or videos of, store, perform, re-post, publish, transmit, distribute, sell, offer for sale, license, modify, reverse engineer, decompile, create derivative works, or otherwise use any portion of the content or Software offered on the Website or Services for other than your own personal, non-commercial use; (c) remove any copyright, trademark or other proprietary rights notices contained in or on the Website or any content or other material obtained via the Website or any services on the Website; (d) use any robot, spider, site search/retrieval application, or other automated device, process or means to access, retrieve or index any portion of the Website, such as for purposes of constructing or populating a searchable database of business or property reviews; (e) collect or harvest any information about other users for any purpose; (f) reformat or frame any portion of the web pages that are part of the Website; (g) create user accounts by automated means or under false, misleading or fraudulent pretenses; (h) create or transmit unwanted electronic communications such as “spam” to other users or otherwise interfere with other users’ enjoyment of the Website; (i) transmit any viruses, worms, defects, Trojan horses or other items of a destructive nature; (j) use the Website to violate the security of any computer network, crack passwords or security encryption codes, or transfer or store illegal material, including any material that may be deemed threatening or obscene; (k) copy or modify the HTML code used to generate web pages on the Website; (l) use any device, software or procedure that interferes with the proper working of the Website, or otherwise attempt to interfere with the proper working of the Website; (m) take any action that imposes an unreasonable or disproportionately large load on our IT infrastructure; (n) modify, adapt, translate, or reverse engineer any portion of the Website; (o) use the Website to violate any law or regulation, including but not limited to Fair Housing laws and regulations, or (p) use the Website for any purpose that is unlawful or prohibited or unauthorized by these Terms of Use.

PAYMENT TO RESPONSE LINQ ONLY. For Services offered on a payment or subscription basis, the following terms apply, unless Response Linq or its third-party affiliates notify you otherwise in writing. If you are given access to the Response Linq web-based SaaS application or mobile application through Our Services you are required to sign Our Subscription Agreement. This Agreement also incorporates by reference and includes program ordering and payment terms provided to you on the website for the Services:

1. Payments will be billed to you in U.S. dollars, and your account will be debited when you subscribe and provide your payment information, unless stated otherwise in the program ordering or payment terms on the website for the Services.
2. Response Linq utilizes the services of a third-party payments processor to process all credit card payments you make for Services offered by Response Linq.
3. You must pay with one of the following:
   1. A valid credit card acceptable to Response Linq;
   2. A valid debit card acceptable to Response Linq;
   3. Sufficient funds in a checking or savings account to cover an electronic debit of the payment due;
      or
   4. By another payment option Response Linq provides to you in writing
4. If your payment and registration information is not accurate, current, and complete and you do not notify us promptly when such information changes, we may suspend or terminate your account and refuse any use of the Services.
5. If you do not notify us of updates to your payment method (e.g., credit card expiration date), to avoid interruption of your service, we may participate in programs supported by your card provider (e.g., updater services, recurring billing programs, etc.) to try to update your payment information, and you authorize us to continue billing your account with the updated information that we obtain.
6. Response Linq will automatically renew your monthly, quarterly, or annual Services at the then-current rates, unless the Services are cancelled or terminated under this Agreement.
7. Additional cancellation or renewal terms may be provided to you on the website for the Services.

USE WITH YOUR MOBILE DEVICE

Use of the Website and Services may be available through a compatible mobile device, Internet access and may require software. You agree that you are solely responsible for these requirements, including any applicable changes, updates and fees as well as the terms of your agreement with your mobile device and telecommunications provider.

RESPONSE LINQ MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO:

1. THE AVAILABILITY OF TELECOMMUNICATION SERVICES FROM YOUR PROVIDER AND ACCESS TO THE SERVICES AT ANY TIME OR FROM ANY LOCATION;
2. ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES; AND
3. ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS OR SETTINGS CONNECTED WITH THE SERVICES.

THIRD-PARTY INFORMATION, MATERIALS, PRODUCTS, AND SERVICES

This Website may feature information, materials, products, and services provided by third parties, which may include content providers, payment processors, advertisers, and other users (collectively, the “Third Party Information”). All such information, materials, products, and services made available by a third party are those of the third party and not us. We make no representation or warranty with respect to, nor do we guarantee or endorse, and we disclaim any express or implied warranty relating to, the accuracy, completeness, quality, timeliness, non-infringing nature, legality, condition, or reliability of any third-party information, materials, products, or services.

You agree that we have no responsibility or duty to review, pre-screen, or approve, and that we shall not be responsible or liable for, any third-party information, materials, products, or services or any loss or damage of any kind suffered by you or any third party arising out of or relating to any of them.

If you choose to communicate or contract with any third party, or use any information, materials, services or products of any third party, you agree that you will address any issues or disputes regarding such matters directly with the third party, and not us. You acknowledge that your participation in any services provided by a third party or purchase of any product from a third party will constitute your consent to such third party's terms of service or terms of use with respect to such service or product.

LINKS TO THIRD PARTY SITES

This Website may contain links, inline frames, feeds, embedded content to or from websites (collectively, “Third Party Links” or "Links") operated by parties other than Response Linq . Such links are provided for your convenience only, and do not indicate any endorsement of the material on such websites or any association with their operators. You agree that Response Linq is not responsible or liable for such websites, the availability or contents of such websites, any products or services they offer, or any damages any of the foregoing may cause you.

IN NO EVENT SHALL RESPONSE LINQ BE LIABLE FOR ANY DAMAGES SUFFERED BY A WEBSITE USER (WHETHER CONSEQUENTIAL, DIRECT, INCIDENTAL, EXEMPLARY, INDIRECT, PUNITIVE, SPECIAL OR OTHERWISE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, ANY LINKED SITE OR THIRD PARTY WEBSITE OR RELATED SERVICES, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, STRICT LIABILITY, TORT OR OTHER THEORIES OF LIABILITY, AND ALSO REGARDLESS OF WHETHER RESPONSE LINQ WAS GIVEN ACTUAL OR CONSTRUCTIVE NOTICE THAT SUCH DAMAGES WERE POSSIBLE.

The Website utilizes Google Maps, Google Translate and related content licensed to us by Google and its licensors. By using the Google Maps and Google Translate features available on the Website, you are agreeing to be bound by the applicable policies, Terms of Use of Google.

Linking to this site

Response Linq consents only to links to this website in which the link and the pages that are activated by the link do not: (a) create frames around any page on this Website or use other techniques that alter in any way the visual presentation or appearance of any content within this site; (b) misrepresent your relationship with Response Linq ; (c) imply that Response Linq approves or endorses you, your Web site, or your service or product offerings; and (d) present false or misleading impressions about Response Linq or otherwise damage the goodwill associated with Response Linq’s name or trademarks. As a further condition to being permitted to link to this site, you agree that Response Linq may at any time, in its sole discretion, terminate permission to link to this Website. In such event, you agree to immediately remove all links to this Website and to cease any related use of Response Linq’s trademarks.

The Content of Others

Content (“content”) on our website may be produced by other users and other third parties (“third party content”) and may contain content or materials (“materials”) from publishers or other Users. Whether that content is posted publicly or sent privately, the content is the sole responsibility of the person or organization that submitted it. Although Response Linq reserves the right to review all content that appears on the website or Services and to remove any content that violates these Terms, we do not necessarily review all of it. So we cannot—and do not—take responsibility for any content that others provide through the website or Services.

Any opinions, advice, statements, services, offers, or other information or content expressed or made available by Users and third parties, including information providers or any other users of the Website or Services, are those of the respective author(s) or distributor(s) and not of Response Linq.

You are responsible for your use of the website and Services and for any Content you provide, including compliance with applicable laws, rules, and regulations. As such, you should only provide Content that you are comfortable sharing with others.

Any use or reliance on any Content or materials posted via the website or Services or obtained by you through the website or Services is at your own risk. We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or communications posted via the website or Services or endorse any opinions expressed via the website or Services. You understand that by using the website or Services, you may be exposed to Content that might be offensive, harmful, inaccurate or otherwise inappropriate, or in some cases, postings that have been mislabeled or are otherwise deceptive. All Content is the sole responsibility of the person who originated such Content. We may not monitor or control the Content posted via the website or Services and, we cannot take responsibility for such Content.

We will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to us.

Through these Terms, we make clear that we do not want the website or Services put to bad uses. But because we do not review all content, we cannot guarantee that content on the website or Services will always conform to our Terms.

You may be able to post User Content. You must not post any User Content that is threatening, abusive, unlawful, misleading, fraudulent, discriminatory, libelous, defamatory, obscene or otherwise objectionable, or that contains ethnic, sexual, racial or other discriminating slurs. You must also not post any User Content that contains proprietary information, trade secrets, confidential information, solicitations, advertisements, chain letters, pyramid schemes, investment opportunities, or other unsolicited commercial communication (except as otherwise expressly permitted by us in writing), or encourages or causes spamming or flooding.

You are prohibited from posting any User Content containing state, government or federal identification information or numbers (whether your own or of another person), such as national identification number, social security number, passport number, insurance number, driver’s license number, immigration number, or any other similar number, code, or identifier. Posting such identification information could possibly cause identity theft. Response Linq may remove any such identification information, but we are under no obligation to do so and have no responsibility and disclaim all liability or damages for any user posting of such identification information.

Response Linq reserves the right to disclose all User Content and other relevant or related information, and the circumstances surrounding their transmission, to any third party in connection with operating the Site and Services; to protect itself, its affiliates, its partners and its users or visitors; and to comply with legal obligations or governmental requests. What this means is that we may honor law enforcement or court-mandated requests such as subpoenas or search warrants to reveal a user’s electronic address and identity, or other properly requested information.

Although we have no obligation to do so, we may monitor User Content, and reserve the right to delete any User Content or portion thereof that, in Response Linq’s sole discretion, violates the above rules, including any User Content that is unrelated to the specific area of the Site or Services on which it is posted, or that is an advertisement, or other commercial message, or that Response Linq determines in its sole discretion to be inappropriate. If you believe that any User Content violates this Agreement or our policies, we encourage you to report the content or conduct to us so that we may have the opportunity to consider whether to remove the content or not. Just so there is no ambiguity in these Terms of Use, Response Linq does not have any obligation to remove any User Content, and whether User Content is deemed to be inappropriate or violates any Response Linq policy will always remain within the sole discretion of Response Linq.

Please take note of the following: Section 230 of the U.S. Communications Decency Act provides that:

(1) Treatment of publisher or speaker

No provider or user of an interactive computer service shall be treated as the publisher or speaker of any information provided by another information content provider.

(2) Civil liability No provider or user of an interactive computer service shall be held liable on account of-

(A) any action voluntarily taken in good faith to restrict access to or availability of material that the provider or user considers to be obscene, lewd, lascivious, filthy, excessively violent, harassing, or otherwise objectionable, whether or not such material is constitutionally protected; or

(B) any action taken to enable or make available to information content providers or others the technical means to restrict access to material described in paragraph (1).

License to User Content and Feedback

You retain your rights to any Content you submit, post or display on or through the website. What’s yours is yours — you own your Content (and your photos and videos are part of the Content).

By submitting, posting or displaying Content on or through the website, you grant us a worldwide, non-exclusive, royalty-free license (with the right to sublicense) to use, copy, reproduce, process, adapt, modify, publish, transmit, display, and distribute such Content in any and all media or distribution methods (now known or later developed). This license authorizes us to make your Content available to the rest of the world and to let others do the same. You agree that this license includes the right for Response Linq to provide, promote, and improve the website or Services and to make Content submitted to or through the website or Services available to other companies, organizations or individuals for the syndication, broadcast, distribution, promotion or publication of such Content on other media and services, subject to our Terms of Use for such Content use. Such additional uses by Response Linq, or other companies, organizations or individuals, may be made with no compensation paid to you with respect to the Content that you submit, post, transmit or otherwise make available through the website.

You represent and warrant that you have all the rights, power, and authority necessary to grant the rights granted herein to any Content that you submit.

Only to the extent as permitted by law, if you post content or submit material to Response Linq, including photographs or material you grant Us a nonexclusive, worldwide, perpetual, (revocable only as described below), fully paid, royalty-free, sublicensable right and license to use, sell, make, sublicense, reproduce, distribute, perform, display, prepare derivative works from and otherwise exploit all such content and materials for publishing material on the Services,

Response Linq’s website or its publisher partners, maintaining Response Linq website and promoting Response Linq without restriction. You further grant to Response Linq, its affiliates, and sublicensees the right to use your user name, and/or trademarks and logos in connection with any such User Content or Response Linq marketing materials or content that we might publish or display on the site or Services.

As a user of the site or Services, you represent, warrant, and acknowledge that: (i) you own the User Content that you submit, display, post or otherwise make available on or through the Site, or that you otherwise have the right to grant the license set forth in this section, (ii) that all such User Content, and its submission, display, posting or availability on or through the Site does not violate any applicable law or the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights or any other rights of any person or entity, and (iii) such submission, posting, display or availability on or through the Site does not result in or cause any breach of contract between you and any third party. You further agree to pay for all royalties, fees, damages, and any other monies of any kind owed to any person or entity by reason of such User Content. You agree to defend, indemnify, and hold harmless Response Linq and its affiliates and sublicensees from all claims of any kind resulting from any such User Content. If you desire to revoke the license granted by you in this Section for any such User Content, you must email Us at: Contact@responselinq.com with a copy of your passport or national identity card (for identity verification purposes) and request removal of such User Content. Your certified letter of request to remove such User Content must include (a) your name, address, telephone number, and email address; (b) the signature of the applicable rights holder for such User Content or a person authorized to act on behalf of the rights holder; (c) identification of the User Content for which the license is to be revoked, and please provide all necessary information reasonably sufficient to allow Response Linq to locate and remove such User Content on the Site; (d) a written statement certifying that you have a good faith belief that you are the rights holder or authorized by the
rights holder to revoke the license for the designated User Content; and (e) a statement that the information in the request to remove the user content is accurate, and under penalty of perjury, that you are the rights holder or are authorized to act on behalf of the rights holder with respect to such User Content that you desire to be removed from the site.

Only if you desire to do so voluntarily, you may offer feedback to Response Linq about the functionality and performance of the Site, including, without limitation, identifying ways to modify the site, potential errors, making improvements, fixing bugs, or enhancements (“Feedback”). By providing Feedback, you hereby grant to Response Linq a nonexclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable right and license to use, sell, make sublicense, reproduce, perform, distribute, display, prepare derivative works from, and otherwise exploit all such Feedback for any purpose without restriction. You agree that Response Linq may disclose any or all Feedback to any third party in any manner, and you agree that Response Linq may sublicense any or all Feedback in any form to any third party without restriction. By providing any Feedback, you agree that your provision of such Feedback is unsolicited,
gratuitous and without restriction, and will not put Response Linq under any confidentiality, fiduciary, or other any obligation, and that Response Linq is free to use such Feedback without any additional compensation to you, and that we are free to disclose such Feedback on a non-confidential basis or otherwise to anyone. You further acknowledge that, by accepting any Feedback, we do not waive any rights to use similar or related ideas previously known to Response Linq, or developed or created by its employees, or derived from sources other than you.

Confidential information

Response Linq does not want to receive confidential or proprietary information from you through our website. Please note that any information or material sent to Response Linq will be deemed NOT to be confidential. By sending Response Linq any information or material, you grant Response Linq an unrestricted, irrevocable license to copy, reproduce, publish, upload, post, transmit, distribute, publicly display, perform, modify, create derivative works from, and otherwise freely use, those materials or information. You also agree that Response Linq is free to use any ideas, concepts, know-how, or techniques that you send us for any purpose. However, we will not release your name or otherwise publicize the fact that you submitted materials or other information to us unless: (a) we obtain your permission to use your name; or (b) we first notify you that the materials or other information you submit to a particular part of this site will be published or otherwise used with your name on it; or (c) we are required to do so by law.

Personally-identifiable information that you submit to Response Linq for the purpose of receiving products or services will be handled in accordance with our privacy policies.

Global availability

Information Response Linq publishes on the Internet may contain references or cross references to Response Linq’s products, programs, and services that are not announced or available in your country. Such references do not imply that Response Linq intends to announce or make available such products, programs, or services in your country.

PRIVACY

You agree that we may collect, use, and share information about you in any manner permitted by the Privacy Policy posted on this Website.

YOUR ACCOUNT

You agree that you are responsible for maintaining the confidentiality of your account and password, for restricting access to your computer, and for all activities that occur under your password or your account. You agree: (a) that you will not disclose your Site password to anyone, (b) that you will not allow others to utilize your account, (c) to ensure that you fully exit from your account at the end of each session, (d) to immediately change your password if you become aware that your account has been compromised, (e) to immediately notify us of any unauthorized use of your password or account, or any other breach of security, and (f) that you will be solely responsible for safeguarding your password and for any actions taken under your password or account, whether authorized by you or not.

Respecting Copyright

We honor the requirements outlined in the Digital Millennium Copyright Act. We therefore take reasonable steps to expeditiously remove from our Website or Services any infringing material that we become aware of. If Response Linq becomes aware that one of its users has repeatedly infringed copyrights, we will take reasonable steps within our power to terminate the user's account.

We make it easy for you to report suspected copyright infringement. If you believe that anything on the website infringes a copyright that you own or control, please contact Us:

Response Linq

Email: support@responselinq.com

If you file a notice by mail with Us, it must comply with the requirements set forth at 17 U.S.C. § 512(c)(3). That means the notice must:

• contain the physical or electronic signature of a person authorized to act on behalf of the copyright owner;
• identify the copyrighted work claimed to have been infringed;
• identify the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed, or access to which is to be disabled, and information reasonably sufficient to let us locate the material;
• provide your contact information, including your address, telephone number, and an email address;
• provide a personal statement that you have a good-faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
• provide a statement that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

SOFTWARE AVAILABLE ON THIS WEBSITE

Any software that is made available to download from this Website or the Services ("Software") is the copyrighted work of Response Linq and/or its suppliers. Your use of any Software is governed by the terms of the customer SaaS Subscription Agreement, if any, that accompanies or is included with the Software. You may not install or use any Software that is accompanied by or includes a license agreement unless you first agree to the license agreement terms.

All Software, including without limitation all code and active controls contained in this Website and the Services is owned by Response Linq and/or its suppliers and is protected by copyright laws and international treaty provisions. Any unlicensed reproduction or redistribution of any Software is expressly prohibited by law, and may result in severe civil and criminal penalties.

Without limiting the foregoing, copying or reproduction of any Software to any other server or location for further reproduction or redistribution is expressly prohibited.

Intellectual property rights

You acknowledge that all intellectual property rights in the website and Services, and the Documents anywhere in the world belong to Response Linq or our licensors, that rights in them are licensed (not sold) to you, and that you have no rights in, or to, the Services or the Documents other than the right to use each of them in accordance with these Terms.

You acknowledge that you have no right to have access to the website or Services in source-code form.

Trademark Information

You agree that all of Response Linq’s trademarks, trade names, service marks, and other logos and brand features that are displayed via the website and Services (collectively, the “Marks”) are trademarks and the property of Response Linq. You agree not to display or use Our Marks in any manner without Our prior permission. Sponsor and third-party website trademarks are the property of the respective Sponsors and third parties. The display of any Sponsor or third parties trademarks via the website and Services does not necessarily mean that Response Linq has an affiliation with these entities.

User acknowledges and agrees that without the foregoing exclusions and limitations of liability, Response Linq would not be able to offer the website or services, and that such exclusions and limitations of liability shall apply, even if they would cause user’s remedies under this agreement to fail for their essential purpose.

DISPUTES BETWEEN OR AMONG USERS

Response Linq values our Users, and we understand that, occasionally, disputes may arise between or among them. Our goal is to provide tools to help users resolve such disputes independently. In the rare event a dispute regarding an interaction related to the Services cannot be resolved independently, you agree, at Response Linq's request, to participate in good faith, to the extent you are reasonably able to do so, in a neutral resolution or mediation conducted by Response Linq or a neutral third-party mediator or arbitrator selected by Response Linq. Notwithstanding the foregoing, you acknowledge and agree that Response Linq is under no obligation to become involved in or impose resolution in any dispute between or among users or any third party.

INDEMNIFICATION

To the fullest extent permitted by law, you agree to indemnify and hold Response Linq and its owners, members, managers, officers, employees, and affiliates harmless from and against all claims, demands, suits, damages, losses, liabilities, and expenses, including reasonable attorney’s fees, arising out of or relating to (a) your breach of any of these Terms of Use or other terms of use contained on this Website; (b) your negligence, misconduct, or other wrongful act or omission; (c) your use or misuse of this Website or any of the Third Party Information, links, materials, products, or services available on or through this Website including any content you posted on the site; (d) your personal data, information or content that is uploaded to the Services; (e) any dispute, claim or lawsuit between you and any other user; (e) any action of any person with whom you shared your password, account, computer, or other device; (f) any information or material you submit to or post on the Website or Services including content; or (g) any violation or infringement of any intellectual property, privacy, publicity, confidentiality, Fair Housing, or proprietary rights of any third-party, or any violation of any law or regulation, arising from your use of the Website.

MODIFICATION OF TERMS OF USE

Response Linq reserves the right to change these Terms of Use, and any other terms of use on the Website, at any time in its sole discretion, without prior notice and without liability to you of any kind, by posting the modified Terms of Use or other terms of use on this Website. By using the Website after our posting of any changes to these Terms of Use or other terms of use (other than simply to read the modified terms and delete your account), you agree to the changes and the modified terms. All changes shall be effective immediately upon posting, shall apply prospectively only, and no change shall apply to any dispute, controversy or claim pending or in progress at, or arising before or out of events occurring before, the time of the change, or alter any provisions with respect to a matter occurring prior to the time of the change.

CONSENT TO USE OF YOUR DATA. You agree that Response Linq may collect and use technical data and related information—including but not limited to technical information about your device, system and Services software, and peripherals—that is gathered periodically to facilitate the provision of software updates, product support, and other services to you (if any) related to your use of the Services.

Data also may include your personal information, including your name, or name of business, email addresses, telephone numbers, and any information you provide logging into the Services or uploading to the Services or any information uploaded to the Services pertaining to your personally identifiable information (PII) including financial information. Data may also include information about your customers including names, and addresses. You have designed, created, and provided all of your data without the participation or involvement of Response Linq. You are responsible for any actions you take with respect to the Data, including uploading it to the Services or using the Services to share or otherwise make available such Data to third parties. You are responsible for ensuring that you have all the rights and permissions needed to use the Data in connection with the Services. You shall have the sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness of, and copyright permissions for all Data entered into the Services. Response Linq assumes no responsibility for the accuracy, propriety, or usefulness to You of the Data. Response Linq shall not be liable to You or any third-parties for any loss, damage or expense whatsoever and howsoever arising from any Data entered into the Services by You or by an entity on your behalf unless such data is protected under federal or state law. You acknowledge that Response Linq will rely on the accuracy of the Data provided to Response Linq by You as it performs its requested functions under this Agreement. You acknowledge that you own all of the Data or have all rights to grant such licenses to Response Linq to use such Information in furtherance of providing the Services without infringement or violation of any third-party rights. Response Linq provides no warranties, representations or indemnification to You for Your access to, and use of the Data.

You grant a revocable license and consent to Response Linq to use any data that you provide or that we may collect about you through the Website and Services, in compliance with Our Privacy Policy. You give consent to Response Linq to use the Data when integrating with third-party company systems to perform services on Response Linq’s behalf relating to the functionality of the Services and that You consent to Response Linq using Data that may include personally identifiable information containing social security numbers and credit card information but only with Third Party Services providers to perform services on Response Linq’s behalf relating to the functionality of the Services. We will only use such data with our partners or service providers who perform functions to enable Response Linq to provide its Services.

You give consent to Response Linq to use any data collected or created by You in your use of the Website and Services related to selling, publishing, disclosing or sharing combined data and information from many Users with our partners in order to help our partners market and sell our Products pursuant to written agreements with confidentiality, privacy and security obligations. All such information includes data derived from personal information in aggregated, anonymous form and does not identify You individually.

Every User's registration data and various other personal information are strictly protected by Response Linq’s Online Privacy Policy (see the full Privacy Policy at

www.responselinq.com/privacypolicy. As a User, you herein consent to the collection and use of the information provided, including the transfer of information within the United States for storage, processing or use by Response Linq and/or our subsidiaries and affiliates.

Disclaimer and Release

We try to keep the website and Services up and running and free of annoyances. But we make no promises that we will succeed.

THE WEBSITE AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND TO THE EXTENT PERMITTED BY APPLICABLE LAW WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. IN ADDITION, WHILE RESPONSE LINQ

ATTEMPTS TO PROVIDE A GOOD USER EXPERIENCE, WE DO NOT REPRESENT OR WARRANT THAT: (A) THE WEBSITE AND SERVICES WILL ALWAYS BE SECURE, ERROR-FREE, OR TIMELY; (B) THE WEBSITE AND SERVICES WILL ALWAYS FUNCTION WITHOUT DELAYS, DISRUPTIONS, OR IMPERFECTIONS; OR (C) THAT ANY RESPONSE LINQ CONTENT, USER CONTENT, THIRD PARTY CONTENT, MATERIALS OR INFORMATION YOU OBTAIN ON OR THROUGH THE WEBSITE OR SERVICES WILL BE TIMELY OR ACCURATE.

RESPONSE LINQ TAKES NO RESPONSIBILITY AND ASSUMES NO LIABILITY FOR ANY CONTENT OR MATERIALS OF ANY KIND THAT YOU, ANOTHER USER, OR A THIRD PARTY CREATES, UPLOADS, POSTS, SENDS, RECEIVES, OR STORES ON OR THROUGH OUR WEBSITE AND SERVICES. YOU UNDERSTAND AND AGREE THAT YOU MAY BE EXPOSED TO CONTENT THAT MIGHT BE OFFENSIVE, ILLEGAL, MISLEADING, OR OTHERWISE INAPPROPRIATE, NONE OF WHICH RESPONSE LINQ WILL BE RESPONSIBLE FOR.

RESPONSE LINQ DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SECURITY, ACCURACY, OR USEFULNESS WITH RESPECT TO RESPONSE LINQ'S SERVICES, CONTENT, THE WEBSITE, OR INFORMATION CONTAINED ON THE WEBSITE OR SERVICES INCLUDING ANY THIRD PARTY SITES OR THIRD PARTY LINKS OR THE ACTIONS OR INACTIONS OF ANY USERS INCLUDING BUT NOT LIMITED TO INTEGRATORS THAT YOU CONTRACT WITH TO INSTALL THE SERVICES.

YOU UNDERSTAND AND AGREE THAT NO INTEGRATOR/AGENT SHALL BE PERMITTED TO OFFER YOU ANY WARRANTY OR GUARANTY WITH RESPECT TO THE SERVICES AND THAT ANY SUCH WARRANTIES OR GUARANTEES OFFERED BY AN INTEGRATOR/AGENT SHALL BE NULL AND VOID.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU ACKNOWLEDGE THAT PROVIDER IS NOT RESPONSIBLE FOR THE INTEGRITY OF THE DATA PROCESSED THROUGH THE SERVICES, INCLUDING WITHOUT LIMITATION, ITS COMPLETENESS, ACCURACY, VALIDITY, AUTHORIZATION FOR PROCESSING AND
INTEGRITY OVER TIME AND SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING OUT, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, OF YOUR DATA.

YOU AND YOUR HEIRS, SUCCESSORS, AND ASSIGNS HEREBY FOREVER IRREVOCABLY RELEASE, DISCHARGE, AND HOLD HARMLESS RESPONSE LINQ, OUR AFFILIATES, AND OUR AND THEIR SUCCESSORS AND ASSIGNS, AND THEIR

RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS (COLLECTIVELY, “RELEASED PARTIES”) FROM, AND AGREE NOT TO SUE ANY RELEASED PARTY FOR, ANY LIABILITIES, CLAIMS, OBLIGATIONS, SUITS, ACTIONS, DEMANDS, EXPENSES, AND DAMAGES WHATSOEVER (COLLECTIVELY, “LIABILITIES”) THAT YOU MAY HAVE AGAINST ANY RELEASED PARTY WHETHER EXISTING NOW OR IN THE FUTURE, WHETHER KNOWN OR UNKNOWN, ARISING OUT OF OR IN CONNECTION WITH YOUR OR A THIRD PARTY’S CONDUCT RELATED TO USE OF THE SITE AND SERVICES, INCLUDING FOR PERSONAL INJURY OR DEATH OR ANY CLAIMS FOR DAMAGES YOU MAY HAVE AS A RESULT OF USING THE WEBSITE OR SERVICES. YOU UNDERSTAND AND ACKNOWLEDGE THAT THE FOREGOING SENTENCE RELEASES AND DISCHARGES ALL LIABILITIES, WHETHER OR NOT THEY ARE CURRENTLY KNOWN TO YOU, AND YOU WAIVE YOUR RIGHTS UNDER CALIFORNIA CIVIL CODE SECTION 1542. YOU UNDERSTAND THE MEANING OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH READS AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” BY AGREEING TO THESE TERMS AND THIS WAIVER, YOU ASSUME ALL RISK ARISING FROM YET UNKNOWN CLAIMS.

TO THE EXTENT PERMITTED BY LAW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES, OR SOME OR ALL OF THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION MAY NOT APPLY TO YOU.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, YOU AGREE THAT RESPONSE LINQ, ITS AFFILIATES, AGENTS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, OWNERS, AND EMPLOYEES WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT, YOUR USE OF THE WEBSITE OR YOUR USE OF RESPONSE LINQ’S SERVICES, INCLUDING YOUR USE OF THE SERVICES LICENSED TO YOU AND INSTALLED ON YOUR BEHALF BY ANOTHER USER INCLUDING BUT NOT LIMITED TO BY AN INTEGRATOR WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), INDEMNITY, OR OTHERWISE, EVEN IF RESPONSE LINQ OR ITS AFFILIATES, OR THEIR THIRD-PARTY LICENSORS, HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.

SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF OR RELIANCE ON THE WEBSITE OR SERVICES, OR FROM RELIANCE OR DAMAGE CAUSED BY: (I) ANY INFORMATION, MATERIALS, RESPONSE LINQ CONTENT, USER CONTENT OR THIRD PARTY CONTENT POSTED ON THE WEBSITE OR SERVICES, (II) FROM THE INABILITY TO USE THE WEBSITE OR SERVICES, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE WEBSITE OR SERVICES (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES), or (III) BY THE ACTIONS OR INACTIONS OF ANY LICENSEE, AHJ, BUILDING OWNER OR INTEGRATOR. THIS LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER SERVICES RECEIVED THROUGH ANY THIRD PARTY OR LINKED SITES MADE AVAILABLE ON THE WEBSITE OR SERVICES FROM THIRD-PARTY WEBSITES. THIS LIMITATION SHALL ALSO APPLY, WITHOUT LIMITATION, TO LOST PROFITS, OR LOST DATA. SUCH LIMITATION SHALL FURTHER APPLY WITH RESPECT TO THE PERFORMANCE OR NON-PERFORMANCE OF THE WEBSITE OR SERVICES OR ANY INFORMATION THAT APPEARS ON, OR IS LINKED OR RELATED IN ANY WAY TO, THE WEBSITE OR SERVICES. SUCH LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, AND TO THE FULLEST EXTENT PERMITTED BY LAW.

YOU ALSO AGREE THAT RESPONSE LINQ HAS NO LIABILITY AND OFFERS NO GUARANTEES RELATING TO ANY OF THE RESULTS THAT MAY BE OBTAINED BY YOUR USE OF THE WEBSITE OR SERVICES OR FROM ANY THIRD-PARTY COMPANY, LICENSEE, AHJ, INTEGRATOR OR BUILDING OWNER RECOMMENDATIONS OR PRODUCTS, OR FOR THE DESCRIPTIONS OF THIRD-PARTY COMPANY OFFERINGS, PRODUCTS, GOODS OR SERVICES, ADVICE OR RECOMMENDATIONS. YOU ALSO AGREE THAT YOUR USE OF ANY PRODUCTS AND SERVICES OFFERED BY ANY THIRD PARTIES ON OUR WEBSITE OR SERVICES ARE USED AT YOUR SOLE RISK. YOU ALSO AGREE THAT ANY RECOMMENDATIONS THAT YOU RECEIVE ON THE WEBSITE OR SERVICES MADE BY ANY THIRD-PARTY COMPANIES THAT YOU ACT UPON ARE DONE AT YOUR SOLE RISK AND WE HAVE NO LIABILITY WHATSOEVER WITH REGARD TO ANY THIRD-PARTY COMPANY RECOMMENDATIONS.

TO THE EXTENT PERMITTED BY LAW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, OR SOME OR ALL OF THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION MAY NOT APPLY TO YOU.

IF YOU ARE A RESIDENT OF NEW JERSEY, THIS SECTION DOES NOT APPLY TO PREVENT A RIGHT TO RECOVER CERTAIN DAMAGES (INCLUDING PUNITIVE DAMAGES) WHERE A HARMED PERSON PROVES WITH THE REQUIRED EVIDENCE THAT THE HARM SUFFERED WAS THE RESULT OF THE DEFENDANT’S “ACTS OR OMISSIONS AND SUCH ACTS OR OMISSIONS WERE ACTUATED BY ACTUAL MALICE OR ACCOMPANIED BY A WANTON AND WILLFUL DISREGARD OF PERSONS WHO FORESEEABLY MIGHT BE HARMED BY THOSE ACTS OR OMISSIONS.” SIMILARLY, THIS SECTION DOES NOT LIMIT RESPONSE LINQ’S TORT LIABILITY UNDER NEW JERSEY LAW RESULTING FROM RESPONSE LINQ’S OWN INTENTIONAL OR RECKLESS CONDUCT.

Governing Law/Arbitration. By using Response Linq’s Website or Services, you agree that the laws of the State of Delaware without regard to principles of conflict of laws, will govern this Agreement and any dispute of any sort that might arise between you and Response Linq.

Disputes

ANY DISPUTE RELATING IN ANY WAY TO YOUR USE OF RESPONSE LINQ’S WEBSITE OR SERVICES SHALL BE SUBMITTED TO CONFIDENTIAL BINDING ARBITRATION IN COLLIN COUNTY, TEXAS EXCEPT FOR INTELLECTUAL PROPERTY CLAIMS BROUGHT BY EITHER PARTY (WHICH FOR PURPOSES OF THIS SECTION DO NOT INCLUDE PRIVACY AND PUBLICITY CLAIMS) AND CLAIMS THAT MAY BE BROUGHT IN SMALL-CLAIMS COURT.

CONFIDENTIAL ARBITRATION UNDER THIS AGREEMENT SHALL BE RESOLVED EXCLUSIVELY UNDER THE CONSUMER ARBITRATION RULES THEN PREVAILING OF THE AMERICAN ARBITRATION ASSOCIATION ("AAA'S CONSUMER RULES"),

EXCLUDING ANY RULES AND PROCEDURES GOVERNING OR PERMITTING CLASS OR REPRESENTATIVE ACTIONS. THE RULES ARE AVAILABLE AT THE AMERICAN ARBITRATION ASSOCIATION'S WEBSITE.

YOU AND RESPONSE LINQ AGREE TO EXPRESSLY WAIVE ANY RIGHTS TO FILE CLASS OR REPRESENTATIVE ACTIONS OR SEEK RELIEF ON A CLASS OR REPRESENTATIVE BASIS IN ANY JURISDICTION OR FORUM.

THE ARBITRATOR SHALL APPLY DELAWARE LAW, AND THE ARBITRATOR'S AWARD SHALL BE BINDING AND MAY BE ENTERED AS A JUDGMENT IN ANY

COURT OF COMPETENT JURISDICTION. THERE SHALL BE NO APPEAL FROM ANY AWARD OF THE ARBITRATOR. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NO ARBITRATION UNDER THIS AGREEMENT SHALL BE JOINED TO AN ARBITRATION INVOLVING ANY OTHER PARTY SUBJECT TO THIS AGREEMENT, WHETHER THROUGH CLASS ARBITRATION PROCEEDINGS OR OTHERWISE. IF ANY PART OF THIS ARBITRATION PROVISION IS FOUND TO BE INVALID, UNENFORCEABLE OR ILLEGAL, THE REST OF THIS PROVISION SHALL REMAIN IN EFFECT.

IF THE ENTIRE ARBITRATION PROVISION IS FOUND TO BE INVALID OR UNENFORCEABLE, THEN THE PARTIES CONSENT TO PERSONAL JURISDICTION AND EXCLUSIVE VENUE IN THE STATE COURT LOCATED IN COLLIN COUNTY, TEXAS.

Response Linq's performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of Response Linq's right to comply with governmental, court and law enforcement requests or requirements relating to your use of this Website or information provided to or gathered by Response Linq with respect to such use.

You may not assign or transfer any of your rights or obligations under these Terms of Use, in whole or in part, without our prior written consent, and any attempted assignment in violation of the foregoing will be null and void and of no force or effect. We may assign any and all of our rights and obligations under these Terms of Use freely at any time without notice. Subject to the foregoing, these Terms of Use will bind and inure to the benefit of your and our successors and permitted assigns.

Our failure to exercise or enforce any right or provision shall not affect our right to exercise or enforce such right or provision at any time thereafter, nor shall our waiver of any breach or default of these Terms of Use constitute a waiver of any subsequent breach or default or a waiver of the provision itself.

Whereas the Website has a feature that enables translation of these Terms of Use into a language other than English, the Terms of Use will be governed by the English language version.

If any part of these Terms of Use is determined to be invalid or unenforceable pursuant to applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms of Use shall continue in effect.

These Terms of Use constitute the entire agreement between you and Response Linq with respect to this Website, except as otherwise indicated in these Terms of Use.

Communications and Text Messages Terms

When you use the Services, or send emails, text messages, and other communications from your desktop or mobile device to us, you may be communicating with us electronically. You consent to receive communications from us electronically, such as e-mails, texts, mobile push notices, or notices and messages through the Services, and you agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

Your voluntary provision to Response Linq of your cell phone number represents your consent that Response Linq, Sellers with which you place an order, delivery drivers, and delivery services may contact you by telephone, SMS, or MMS messages at that phone number, and your consent to receiving such communications for transactional, operational, or informational purposes. When you provide your phone number to Response Linq, you warrant that you are the current subscriber or authorized user of the relevant account. You understand and agree that such messages may be sent using automated technology. You may unsubscribe from receiving text messages from Response Linq at any time. To revoke your consent to receiving SMS or MMS messages from Response Linq, you must reply “STOP” from the mobile device receiving the messages.

If you unsubscribe from receiving text messages from Response Linq, you may continue to receive text messages for a short period while Response Linq processes your request(s). If you change or deactivate the phone number you provided to Response Linq, you have an affirmative obligation to immediately update your account information and the phone number(s) attached to your account to prevent us from inadvertently communicating with anyone who acquires any phone number(s) previously attributed to you, and any new phone number(s) you attach to your account may receive Response Linq’s standard SMS or MMS messages unless you also unsubscribe via the above procedures.

You must comply with all applicable foreign, federal, state, provincial, and local laws, including privacy, data protection and access to information laws, when using the website and services. For example, you are responsible for complying with all telephone recording laws and requirements, including notifying parties that telephone calls are being recorded when required. You are also responsible for, as applicable, complying with the Telephone Consumer Protection Act (TCPA), including ensuring that all voice calls, text messages and any other commercial electronic messages are sent with the recipients’ valid consent and include prescribed information and an effective unsubscribe mechanism, to the extent required.

CONTACT INFORMATION

You may contact Response Linq regarding this Website at the following email address: Contact@responselinq.com. Response Linq has designated the following email address to receive notifications of claimed copyright infringement involving this Website at:

Contact@responselinq.com. Please include in your notice a description of the copyrighted work, a description of where the material you claim is infringing is located on the Website, a statement that you are the copyright owner or its agent, and your address, telephone number, and email address.

RIGHTS TO SYNDICATE IMAGES, CONTENT, AND LISTINGS: You hereby grant to 

Response Linq, its subsidiaries, affiliates, and related companies, a perpetual and irrevocable license to copy, modify, display, distribute, create derivative works from, or otherwise use, any and all content that are displayed or submitted to this Website.

MISCELLANEOUS: Nothing contained in this agreement shall be deemed or interpreted to

constitute the relationship between you and us as a legal partnership, agency, joint venture or any other relationship in which either you or we are responsible for or shall incur liability to outside parties as a result of the actions or omissions of the other. This agreement shall not be for the benefit of, or enforceable by, any person or entity not a party hereto and shall not confer any rights or remedies upon any party other than you and us and our respective successors and permitted assigns.

Severability: In the event that any portion of this agreement is found to be unenforceable by a court of competent jurisdiction, the remaining portions shall remain in full force and effect to the degree necessary to preserve the intent of the parties.

NOTICES: Any notice required or permitted to be given under this agreement shall be in writing and shall be deemed to have been duly given: when received if personally delivered; when transmitted if transmitted by electronic mail (Email) and a receipt is obtained; the day after it is sent if delivered by overnight delivery service and a receipt is obtained; and five days after it is sent if mailed, first-class certified mail, return receipt requested, proper postage prepaid. In each case, notices shall be sent to the last known address of the other party.

EFFECTIVE: MARCH 1, 2025

 

Privacy Policy

Effective: March 1, 2025

This Privacy Policy (“Privacy Policy”) describes how Response Linq LLC and its subsidiaries and affiliates (“Response Linq LLC,” “us,” “we,” or “our”) may collect, use, and share your personal information in connection with our website at www.responselinq.com and any other websites we own and operate that link to this Privacy Policy (collectively, the “Site”) together with our products, services, social media pages, events, emails, and other electronic communications (collectively, the “Services”), and the choices you have with respect to your personal information. Response Linq LLC is based in the United States.

Response Linq LLC is based in the United States, but where Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data ("General Data Protection Regulation" or "GDPR") applies under the provisions of Article 3(1) of the GDPR, we ensure compliance with all the principles and provisions of the GDPR.

This Privacy Policy does not apply to personal information that we may store, maintain, or process as a data processor/service provider on behalf of Response Linq LLC customers. For more information about the privacy practices of Response Linq LLC customers, please contact the relevant customer.

Where we act as a processor for our customers and we process personal data of data subjects in the EEA and UK, we will ensure compliance with the GDPR and other applicable EU data protection laws.

Response Linq LLC reserves the right, at any time, to modify this Privacy Policy. If we modify how we collect, use, or share personal information, we will notify you by revising the “Last Updated” date at the top of this Privacy Policy and, in some cases, we may provide you with additional notice (such as sending you an email notification). In all cases, your continued use of the Service following posting or other notification of changes constitutes your acknowledgment of such changes. Please review this Privacy Policy periodically to keep up to date on our most current policies and practices.

COLLECTION OF PERSONAL INFORMATION
Personal Information You Provide. We collect personal information when you provide it to us, which may include the following:

Contact information, such as first and last name and company email address, phone number, and mailing address.
Professional information, such as company name, job title, company location, and other details we may collect about your business or profession.
Account information, such as information you provide during registration or agreement submission, records of products and services you have purchased from us, and other details about your use of the Service.
Payment information, such as bank account number, credit or debit card number, or financial account details used for payments. All payment processing services connected with your use of the Services are provided to you by third-party payment processors. We accept payment from Clients in the form of ACH payments and through Shopify payments. Response Linq LLC does not store any credit card or banking information. We are not responsible nor have any liability if you suffer any damages of any kind from your use of the products and services offered by Shopify Payments, and you agree that you are subject to the terms and conditions and privacy policies of Shopify: www.shopify.com/legal/privacy . We may also store your billing address to calculate any sales tax due in the United States, to maintain records that may be used for investigations of potentially fraudulent credit card transactions, and to print on your invoices. We may collect commercial information such as your purchase history, including records of products or services you have purchased, provided, returned, or are considering purchasing from us.
Preferences, such as any marketing or communications preferences.
Survey responses, such as the information you provide in response to our surveys or questionnaires.
Communications, such as the information associated with your requests or inquiries, including for support, assistance, or order information, and any feedback you provide when you communicate with us. We and our service providers may also record or monitor any call or chat you have with us for quality control or training purposes, or to enforce our rights.
Personal Information from Third Parties. We may obtain personal information about you from third parties, such as social media platforms and other public sources, third parties that help us advertise our services and find new customers, joint marketing partners, event co-sponsors, and other third parties.

Personal Information Collected Automatically. We, our service providers, and our advertising partners may automatically log information about you, your computer or mobile device, and your activity over time on our Service and other sites and online services, such as:

Device data, such as your computer or mobile device operating system type and version number, manufacturer and model, browser type, screen resolution, IP address, unique identifiers, the website you visited before browsing to our website, and general location information such as city, state, or geographic area.
Online activity data, such as pages or screens you viewed, how long you spent on a page or screen, navigation paths between pages or screens, information about your activity on a page or screen, access times, and duration of access.
Like many online services, we may use the following technologies to facilitate some of our automatic data collection:

Cookies, which are text files that websites store on a visitor’s device to uniquely identify the visitor’s browser or to store information or settings in the browser for the purpose of helping you navigate between pages efficiently, remembering your preferences, enabling functionality, helping us understand user activity and patterns, and facilitating online advertising.
Web beacons, also known as pixel tags or clear GIFs, which are typically used to demonstrate that a webpage or email was accessed or opened, or that certain content was viewed or clicked, typically to compile statistics about usage of websites and the success of marketing campaigns.
Local storage, which is used to save data on a visitor’s device. We may use data from local storage to, for example, turn on web navigation, store multimedia preferences, customize what we show you based on your past interactions with our Service, and remember your preferences.
Session-replay technologies, which are third-party software programs that we may use on the Site to record a video replay of user’s interactions with the Site. The video replay may include users’ clicks, mouse movements, scrolls, mobile app touches, typing, and other activity taken during the session. We use these replays for research and development purposes, such as to help us troubleshoot problems with the Site, understand how users interact with and use the Site, and identify areas for improvement.
Referrals. Customers and other users of the Service may have the opportunity to refer friends, colleagues, or other contacts to us and share their contact information with us. Please do not refer someone to us or share their contact information with us unless you have their permission to do so.

USE OF PERSONAL INFORMATION
Response Linq LLC uses personal information for the purposes set forth below and as otherwise described in this Privacy Policy or at the time of collection.

We do not rent or sell your Personal Information in personally identifiable form to anyone, provided certain Personal Information may be transferred in connection with business transfers, as described below. We may share your Personal Information with third parties as described below.

To Provide the Service. We may use personal information to provide our Service and to operate our business. For example, we use personal information to:

process your transactions, including granting access to our online products and technology;
establish, manage, monitor, and maintain your account;
improve and personalize your experience on or with the Service;
verify your identity or determine your eligibility for offers or promotions;
communicate with you, including providing notices about your account or transaction (e.g., confirmations, technical notices, updates, and security alerts) and responding to any of your requests, feedback, or questions;
contact you by phone, email, or other form of communication;
provide any contests, surveys, sweepstakes, or other promotions you participate in;
provide maintenance and support; and
fulfill any other purpose for which you provide personal information.
Research and Development. We may use your personal information for research and development purposes, including to study and improve the Service and our business, understand and analyze the usage trends and preferences of our users, and develop new features, functionality, products, and services. As part of these activities, we may create aggregated, de-identified, or other anonymous data from personal information we collect. We make personal information into anonymous data by removing information that makes the data personally identifiable to you. We may use this anonymous data and share it with third parties for our lawful business purposes.

Direct Marketing. We may send you Response Linq LLC-related or other direct marketing communications as permitted by law, including materials, updates, information, special offers, and promotional material from us and our business partners. You may opt-out of our marketing communications as described in the “YOUR CHOICES” section below.

Interest-Based Advertising. We work with third-party advertising companies and social media companies to help us advertise our business and to display ads for our Service. These companies may use cookies and similar technologies to collect information about you (including the online activity information and device information described above in the section called “Personal Information Automatically Collected”) over time across our Site and other websites and services or your interaction with our emails, and use that information to serve ads that they think will interest you. In addition, some of these companies may use hashed customer lists that we share with them to deliver ads to you and to similar users on their platforms. You can learn more about your choices for limiting interest-based advertising in the “YOUR CHOICES” section below.

Customer Testimonials. We may display personal testimonials of satisfied customers on our Site in addition to other endorsements. With your consent, we may post your testimonial along with your name.

For Compliance, Fraud Prevention, and Safety. We may use personal information and disclose it to law enforcement, government authorities, and private parties as we believe necessary or appropriate to: (a) maintain the safety, security, and integrity of the Service, business, databases, and other technology assets; (b) protect our, your, or others’ rights, privacy, safety or property (including by making and defending legal claims); (c) audit our internal processes for compliance with legal and contractual requirements and internal policies; (d) enforce the terms and conditions that govern the Service; and (e) prevent, identify, investigate, and deter fraudulent, harmful, unauthorized, unethical or illegal activity, including cyberattacks and identity theft. We will also use personal information as we believe necessary or appropriate to comply with applicable laws, lawful requests, and legal process, such as to respond to subpoenas or requests from government authorities.

With Your Consent. We will disclose your personal information in accordance with your prior direction or, in some cases, we may specifically ask you for your consent to collect, use, or share your personal information, such as when required by law.

SHARING OF PERSONAL INFORMATION
In addition to the sharing described elsewhere in this Privacy Policy or at the point of collection, Response Linq LLC may share your personal information as follows:

Related Companies. We may share your personal information with our affiliates, subsidiaries, and other related companies.

Service Providers. We may share your personal information with third parties who perform services on our behalf that are necessary for the orderly operation of our business. For example, we work with service providers that help us perform website hosting, maintenance services, database management, analytics, payment processing, marketing, email marketing, customer relationship management, finances, and other purposes.

Advertising Partners. We may also share personal information with third parties who we partner with for advertising campaigns or that collect information about your activity on the Service for the purposes described in the “Interest-Based Advertising” section above.

Contest and Joint Marketing Partners. We may also share your personal information with other partners in order to provide you with content and other features through the Service, and such partners may send you promotional materials or otherwise contact you regarding products and services that they offer. When you choose to enter a contest or sign up for a promotion, if applicable, we may share the personal information you provide as part of the offer with the named co-sponsors or other third parties affiliated with such offer.

Professional Advisors. We may share personal information with persons, companies, or professional firms providing Response Linq LLC with advice and consulting in accounting, administrative, legal, tax, financial, debt collection, and other matters.

Law Enforcement, Government Authorities, and Private Parties. Under certain circumstances, we may be required to disclose personal information to law enforcement, government authorities, and other parties if required to do so by law or in response to valid requests by public authorities (e.g., a court or a government agency). We may also disclose personal information in the good faith belief that such action is necessary to comply with a legal obligation or for the purposes described above in the section titled “For Compliance, Fraud Prevention, and Safety.”

Business Transaction Participants. We may disclose personal information to third parties in connection with any business transaction (or potential transaction) involving a merger, acquisition, sale of shares or assets, financing, consolidation, reorganization, divestiture, or dissolution of all or a portion of our business (including in connection with a bankruptcy or similar proceedings).

INTERNATIONAL TRANSFERS OF PERSONAL INFORMATION
Response Linq LLC is based in the United States, and we have service providers in the United States and potentially other countries. Your personal information may be collected, used, and stored in these countries or other locations outside of your home country. Privacy laws in the locations where we handle your personal information may not be as protective as the privacy laws in your home country. By providing your personal information, where applicable law permits, you specifically and expressly consent to such transfer and processing and the collection, use, and disclosure set forth herein.

YOUR CHOICES
Review and Request Changes to Your Account Personal Information. If you have an

Response Linq LLC account, you can log into your account to review, delete, and make changes to certain personal information stored in your account. If you need to make a change and are unable to do this through your account settings, please email us using the contact information at the end of this Privacy Policy. We rely on you to update and correct the personal information contained in your account. Note that we may keep historical information in our backup files as permitted by law.

Marketing Emails. You may opt-out of marketing-related emails by clicking the “unsubscribe” link at the bottom of the email or by contacting us as described below. You may still receive service-related communications, such as those relating to your account.

Text Messages. We may offer communications via text messages sent by Response Linq LLC or any of our service providers. To stop receiving text messages from us, reply STOP to any text message you receive from us, or send your request and mobile telephone number to the email address listed at the end of this Privacy Policy. Note that we may send you a message to confirm receipt of your STOP request.

Cookies. Most browsers let you remove and/or stop accepting cookies from the websites you visit. To do this, follow the instructions in your browser’s settings. Many browsers accept cookies by default until you change your settings. If you do not accept cookies, however, you may not be able to use all functionality of the Site and it may not work properly. For more information about cookies, including how to see what cookies have been set on your browser and how to manage and delete them, visit www.allaboutcookies.org.

Analytics. We use Google Analytics to help us analyze how our Site is being accessed and used. You can learn more about Google Analytics cookies by clicking here and about how Google protects your data by clicking here. To opt-out of Google Analytics, you can download and install the Google Analytics Opt-out Browser Add-on, available here.

Advertising Choices. You can limit the use of your information for interest-based advertising by blocking third-party cookies in your browser settings, using browser plug-ins/extensions, or using your mobile device settings to limit the use of the advertising ID associated with your mobile device. You can also opt out of interest-based ads from companies participating in the following industry opt-out programs by visiting the linked websites: the Network Advertising Initiative (http://www.networkadvertising.org/managing/opt_out.asp), the Digital Advertising Alliance (https://optout.aboutads.info), or the European Interactive Digital Advertising Alliance (http://www.youronlinechoices.eu/). Some of the companies we work with may offer their own opt-out mechanisms. For example, you can learn more about how Google uses cookies for advertising purposes by clicking here and opt-out of ad personalization by Google by clicking here.

Many of the opt-out preferences described in this section must be set on each device or browser for which you want them to apply. Please note that some of the advertising companies we work with may not participate in the opt-out mechanisms described above, so even after opting-out, you may still receive interest-based advertisements from other companies. If you opt-out of interest-based advertisements, you will still see advertisements online but they may be less relevant to you.

Do Not Track. Some browsers may be configured to send “Do Not Track” signals to the online services that you visit. The Site currently does not respond to “Do Not Track” or similar signals. To find out more about “Do Not Track,” please visit http://www.allaboutdnt.com.

CHILDREN’S PRIVACY
The Service is not intended for use by anyone under the age of 18, and we do not knowingly collect personal information from minors under 18.

SECURITY OF PERSONAL INFORMATION
No method of transmission over the Internet, or method of electronic storage, is fully secure.

While we use reasonable efforts to protect your personal information from the risks presented by unauthorized access or acquisition, we cannot guarantee the security of your personal information.

THIRD-PARTY WEBSITES AND SERVICES
The Service may contain links to other websites and online services operated by third parties. These links are not an endorsement of, or representation that we are affiliated with, any third party. In addition, our content may be included on web pages or online services that are not associated with us. We do not control third-party websites or online services, and we are not responsible for their actions. Other websites and services follow different rules regarding the collection, use, and sharing of your personal information. We encourage you to read the privacy policies of the other websites and online services you use.

NOTICE TO CALIFORNIA RESIDENTS (SHINE THE LIGHT LAW)
This section applies only to California residents. The California Consumer Privacy Act (CCPA) is a data protection law that ensures you have certain rights regarding the Personal Information we collect or maintain about you. Please note these rights are not absolute, and there may be cases when we decline your request as permitted by law.

Under California Civil Code sections 1798.83-1798.84, California residents who have an established business relationship with Response Linq LLC are entitled to ask us for a notice describing what categories of personal information we share with third parties for the third parties’ direct marketing purposes. If you are a California resident and would like a copy of this notice, please submit your request to the email address listed at the end of this Privacy Policy with “Shine the Light” in the subject line.

In addition, you also have the following rights:

Right of Access: you have the right to request that we disclose what Personal Information we have collected, used, and disclosed about you in the past 12 months.
Right of Deletion: you have the right to request that we delete Personal Information collected or maintained by us, subject to certain exceptions.
Right to Non-Discrimination: You have the right to not be discriminated against by us because you exercised any of your rights under the CCPA.

When a business sells your personal information, you have a right to opt out of such a sale.

Response Linq LLC does not sell, and in the preceding 12 months did not sell, California residents’ personal information. Response Linq LLC does not have actual knowledge that it sells the personal information of minors under 16 years of age.

Authorized Agent

You can designate an authorized agent to make a request under the CCPA on your behalf if:

The authorized agent is a natural person, or a business entity registered with the Secretary of State of California and the agent provides proof that you gave the agent signed permission to submit the request.
You directly confirm with Response Linq LLC that you provided the authorized agent with permission to submit the request.
If you use an authorized agent to submit a request to exercise your right to know or your right to request deletion, please ensure that the authorized agent sends an email to Contact@responselinq.com with the subject line “California request to delete” and includes the attachment of both the user in question and the Authorized agent’s ID with a notarized letter verifying the relationship (e.g., parent or guardian), and including detailed information about the requested data to be deleted.

If you provide an authorized agent with power of attorney pursuant to Probate Code sections 4121 to 4130, it may not be necessary to perform these steps and we will respond to any request from such authorized agent in accordance with the CCPA.

NOTICE TO NEVADA RESIDENTS
Nevada Revised Statutes Chapter 603A allows Nevada residents to opt-out of the “sale” of certain types of personal information. Subject to several exceptions, Nevada law defines “sale” to mean the exchange of certain types of personal information for monetary consideration to another person. If you are a Nevada resident who wishes to exercise your “sale” opt-out rights, you may submit a request to us using the contact information listed at the end of this Privacy Policy.

Data Retention

We retain your personal information for as long as necessary to fulfill the purposes for which it was collected or as necessary to comply with our legal obligations, resolve disputes, maintain appropriate business records, and enforce our agreements. After the expiration of the applicable retention periods, your personal information will be deleted. If there is any data that we are unable, for technical reasons, to delete entirely from our systems, we will implement appropriate measures to prevent any further use of such data. In some cases, we may choose to retain certain information (e.g., insights about Services use) in a depersonalized or aggregated form.

Contact Us

If you have any questions, comments or concerns about our Privacy Policy, you may email us at: privacy@responselinq.com. Please do not email any confidential, sensitive or personal information to this email. Additionally, if you have any questions, comments or concerns about our Privacy Policy feel free to send correspondence to the following address:

Response Linq LLC, 5025 K Avenue, Suite 207, Plano, TX 75074. privacy@responselinq.com.

 

RESELLER AGREEMENT

This Reseller Agreement (the "Agreement") is made and entered into by and between Response Linq LLC, a corporation (“Response Linq” or “Provider”) and the party accepting this Agreement (“Agent” “You” or “Your”) and governs Your access to and use of the Provider’s Services and Provider’s provision of the Services. This Agreement is effective as of the date of Your acceptance of this Agreement (the “Effective Date”). YOU ACCEPT THIS AGREEMENT BY: (1) CLICKING A BOX INDICATING ACCEPTANCE; (2) ACCEPTING AN ORDER FORM (AS DEFINED BELOW BY PLACING AN ORDER ON OUR WEBSITE VIA AN ORDER FORM) THAT REFERENCES THIS AGREEMENT; (3) SUBMITTING PAYMENT INFORMATION; OR (4) OTHERWISE ACCESSING THE SERVICES.

ANY INDIVIDUAL AGREEING TO BE BOUND BY THIS AGREEMENT ON BEHALF OF A LEGAL ENTITY REPRESENTS AND WARRANTS THAT SUCH INDIVIDUAL HAS THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT.

THE PROVIDER’S SERVICES AND YOUR ACCESS TO AND USE OF THE SERVICES ARE EXPRESSLY CONDITIONED ON YOUR ACCEPTANCE OF THIS AGREEMENT, AND YOU MAY ONLY ACCESS AND USE THE SERVICES, AND PROVIDER WILL ONLY PROVIDE THE SERVICES, UPON THE TERMS AND CONDITIONS HEREIN.
By using Provider’s Services, you accept and agree to be bound and abide by our Privacy Policy incorporated herein by reference (“Privacy Policy“) available at www.responselinq.com/privacypolicy. If you do not want to agree to Our Privacy Policy, you must not access or use Provider’s Services.

RECITALS

Provider is the owner of a proprietary software-as-a-service application and a suite of proprietary Services accessible over the Internet that enables persons or companies to monitor Cellular and Emergency responder Distributed Antenna Systems (“DAS”) (the “Provider Software”) which consists of a hardware component and software subscription component as stated in the Order Form.

Agent is an integrator that installs the Provider Software as part of a bundle of other software and hardware in any building in which an Emergency Responder Radio Communication System is required.

Response Linq and Agent desire that Response Linq provide Agent with the ability to re-sell the Provider Software as part of a bundle of software and hardware services that Agent installs in any type of building in which an Emergency Responder Radio Communication System is required, subject to and in accordance with the terms of this Agreement. Response Linq desires Agent to market and re-sell the Provider software to its existing customers and to companies that are not currently customers of either Provider or Agent.

Both Response Linq and Agent agree to work together on the go-to-market and service delivery front to help grow and support new and existing customers and additional revenue for both organizations.

1. DEFINITIONS

1.1 “Fees” means the fees paid by Agent to Provider as outlined in Provider’s Order Form.

1.2 “Customer(s)” shall mean a new customer obtained as a result of the efforts of Agent.

1.3 “Customer Agreements” shall mean Provider’s Terms of Use and Privacy Policy Agreements. Agent shall receive consent and approval from Provider before any potential customers click off on Provider’s Terms of Use and Privacy Policy Agreements. Agent shall prominently display Provider’s Terms of Use and Privacy Policy Agreements in every contract that it executes with a Customer. Agent must place the following language in any contract that it executes with a Customer as follows: “By using the Response Linq LLC’s Services, you accept and agree to be bound and abide by the Response Linq LLC Terms of Use (“Terms of Use”) and Privacy Policy (“Privacy Policy“) Agreements incorporated herein by reference available at www.responselinq.com/privacypolicy. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use Response Linq LLC’s Services.”

1.4 “Customer Data” means all electronic data, personal data or information submitted, uploaded, imported, processed through, collected from, made available by, produced by or resulting from Customers and their authorized users use of the Services during the Term to or through the Provider’s Services for processing, and the outputs and modifications to that data obtained from such processing. All Customer Data has been designed, created, and provided solely by Customers, their Authorized Users or by third parties on their behalf without the participation or involvement of Provider. Provider assumes no responsibility for the accuracy, propriety, or usefulness to Customer of the Customer Data. Customer Data does not include Usage Data or Aggregated Data.
1.5 “Intellectual Property Rights” means patent rights (including patent applications and disclosures), copyrights, trade secrets, know-how and any other intellectual property rights recognized in any country or jurisdiction in the world.
1.6 “Net Product Revenue” shall mean the monetary amounts received by Provider from the resale of the Provider Software to customers each month less: (i) Banking processing fees; (ii) taxes, (iii) returns and (iv) refunds, as amended by the parties in writing from time to time. Both parties must mutually agree in writing upon deduction of any other amounts. The costs associated with the marketing of the Provider Software by Provider including marketing materials is not to be deducted from the Fee amounts paid to Reseller.
1.7 “Provider Software” means all of the underlying source code, software, libraries, components, and Products and Documentation created or used in the creation, development, maintenance, and support of the Provider Software including the Response Linq as well as all updates, error corrections and revisions thereto provided by Provider. For the avoidance of doubt, the use of “Provider Software” throughout this Agreement in the singular form generally refers to a single Provider Software; however, where Agent is reselling more multiple Provider Softwares, it shall be understood to refer to all such Provider Softwares Agent is reselling. Provider will not insert any code previously built by Provider or any third party without the prior written consent of Client.
1.8 "Source Code" is the computer programming source code software used to create, develop and provide the Provider Software and includes all non-third-party executables, libraries, components, intellectual property and Documentation created or used in the creation, development, maintenance, and support of the Provider Software as well as all updates, error corrections and revisions thereto provided by Provider, all provided by Provider for use, in whole or in part, either by itself or in the development of Derivative Works.
1.9 “Term” is defined in Paragraph 14.

2. Appointment of Agent

2.1 Authority. Subject to Agent’s compliance with the terms and conditions of this Agreement (including, without limitation, payment of all applicable fees pursuant to Section 6, Provider hereby appoints Agent during the Term as the non-exclusive reseller of the Provider Software in the USA. The foregoing appointment authorizes the Agent during the Term to market and resell the Provider Software directly to potential customers. Agent agrees to use its best efforts to market and promote the Services and Products of Provider.

Provider reserves the right to amend its Services and Products at any time. Agent shall have no right, power or authority to represent that Services and Products may be obtained on terms and conditions different than those currently offered by Provider (and any modifications thereto) or to grant any discount or make any adjustment to any rate for the Services or Products unless authorized prior to do so in writing by Provider. Agent will submit an order form for each new building to be monitored. Agent can access the Providers order form at www.responselinq.com/order. Provider shall have no obligation or liability in connection with any services or equipment not purchased through Provider, or for any abuse or misuse of the Services by any party other than Provider. Provider may make available a reasonable amount of pricing brochures, sales literature, and such other materials (collectively, the “Sales Literature”) as may be necessary, proper, or convenient in the Provider's sole judgment to assist Agent under this Agreement. Provider will use commercially reasonable efforts to keep Agent informed of new Products and Services via periodic product updates.

Agent will not permit any potential customer to access or use the Provider Software unless and until such potential customer has executed a Provider Subscription Agreement. Agent will not make any material changes to the Customer Agreement without Response Linq’s prior written approval if such changes might adversely affect Response Linq or its rights in the Provider Software. Agent will use its commercially reasonable efforts to enforce each Customer Agreement and will notify Response Linq promptly if it becomes aware of any material breach of a Customer Agreement by a customer.

Only the end user customer of the Provider Software (and its Authorized Users) may use the Provider Software. Agent is not permitted to use any Products resold under this Reseller Agreement for its own benefit. To the extent that Agent nevertheless gains any access to the Products, all license restrictions in the Response Linq Customer Agreement apply to it. Notwithstanding anything to the contrary contained in this Reseller Agreement, except for the limited resale right in Section 2 above, Provider and its suppliers have and will retain all rights, title and interest (including without limitation all patent, copyright, trademark, trade secret and other intellectual property rights) in and to all the Provider Software and all Products, software, service descriptions, documentation, and underlying technology ("Response Linq "), and all copies, modifications and derivative works thereof, including without limitation as may incorporate Feedback. Agent acknowledges that it is obtaining only a limited right to resell the Provider Software and related Products and that irrespective of any use of the words "purchase", "sale" or like terms hereunder no ownership rights are being conveyed to Agent under this Reseller Agreement or otherwise.

If Agent provides any feedback, comments, suggestions, ideas, description of processes, or other information to Provider about or in connection with its Products or Reseller program, including without limitation any ideas, concepts, know-how or techniques contained therein ("Feedback"), then Agent grants Provider a worldwide, royalty-free, non-exclusive, perpetual and irrevocable license to use, copy, modify and otherwise exploit the Feedback for any purpose, without any compensation to Agent or any restriction or obligation on account of intellectual property rights or otherwise. For clarity, no Feedback will be deemed Agent’s Confidential Information, and nothing in this Reseller Agreement (including without limitation Section 9 (Confidentiality)) limits Provider’s right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise.

2.2. INDEPENDENT CONTRACTOR RELATIONSHIP

With respect to all matters relating to this Agreement, Agent shall be deemed to be an independent contractor, shall bear its own expenses in connection with this Agreement and shall have no express or implied right or authority to assume or create any obligation on behalf of Provider. Nothing stated in this Agreement shall be construed as creating the relationships of employer and employee, franchisor and franchisee, Agent and servant, principal and agent, dealership, Agentship or joint venture between Provider and Agent. Agent shall not represent itself or its organization as having any relationship to Provider other than that which is described in this Agreement. Agent shall not have, nor shall it hold itself out as having, the power to make contracts in the name of or binding on, nor shall it have the power to pledge credit or extend credit in the name of Provider. Provider reserves the right but not the obligation to withhold applicable state and federal taxes from the Agent commissions if required by law to do so.

2.3 Restrictions. Except as expressly provided in Section 2.1, Agent will not license, sublicense, sell, share, rent, loan, distribute, assign, transfer or otherwise make available the Provider Software or Customer Data to any third party. Agent will not copy, modify or create any derivative works based on the Provider Software. Agent acknowledges that the Provider Software contains trade secrets of Response Linq and its licensors, and in order to protect such trade secrets and other interests, Agent agrees not to disassemble, decompile, or reverse engineer the Provider Software or permit any third party to do so.

2.4 Limited Rights. Agent’s rights to the Provider Software are limited to those granted in Section 2.1. Provider reserves all others rights, title and interests in and to the Provider Software.

3. THE PARTIES’ OBLIGATIONS

3.1 Business Practices. Agent will (i) conduct business in a manner that reflects favorably at all times on Provider and the good name, goodwill and reputation of Provider; (ii) make no false or misleading representations regarding the Provider Software; and (iii) make no representations, warranties or guarantees to prospective leads or customers or to the trade with respect to the specifications, features or capabilities of the Provider Software that are inconsistent with the literature distributed by Provider.

3.2 Marketing. Agent will include in all marketing and promotional materials for the Provider Software the applicable copyright and trademark notices of Provider and Provider Software as they appear on or in any marketing materials provided by Provider.

 

3.3 AGENT will:

Communicate with Provider on a regular basis about details on new prospective leads being generated on their behalf that are available and pertinent to aid Provider in converting leads into the Provider designation.

Communicate with the Provider on a regular basis, where applicable, about details on new customers coming on board.

Intentionally left blank for future use.

d. Agent’s Obligations and Responsibilities With Regard to: (i) Customers it contracts with to install the Services into Customer’s buildings; and (ii) Third Parties, including Customers Uploading Their Personal Information or Data To The Services. If Agent or its Customers that it resells the Provider Software to (“third parties”) upload personal information or data to the Services that can identify someone individually, Agent understands and agrees that as part of its obligations under this Agreement to continue to access the Services it will undertake certain obligations and duties with regard to third parties as follows:

(i) Agent shall obtain written consent from third parties permitting: (a) Agent or third parties including Provider to upload and submit third party data or personal information up into the Services; and (b) Provider to maintain and process all third party data or personal information of any kind that Agent obtains from third parties; and (ii) Agent shall not market, sell, share or license the third party data or personal information to any third parties and shall only use the third party data and personal information in its use of the Services. Agent shall be permitted to use the third party data and personal information in the operations of its business but not in furtherance of Agent’s marketing and sales efforts; (iii) Agent shall maintain administrative, physical and technical safeguards designed for the protection, confidentiality and integrity of third party data and personal information; and (iv) Agent shall maintain Terms of Use and Privacy Policy Agreements on its public-facing websites that must include language that Agent shall protect third party data and personal information and that Agent shall not market, share, sell or license any third party data and personal information to any third parties not a party to this Agreement.

3.4. PROVIDER’S OBLIGATIONS. Provider shall be fully responsible for development and maintenance of the back end and front end parts of the Provider Software, software, technical support and progressing development of the Software, practitioner training, and support.

 

3.5 Both Parties will:

Cooperate in the handling and managing of communications between Provider and AGENT regarding any type of issues with the Provider Software.

4. Marketing. Provider will provide AGENT with access to marketing materials, including marketing cut sheets, short commercials, website content, and content authored by Provider that can be branded and shared with leads and Providers.

5. Trademark License. Subject to the terms and conditions of this Agreement, Provider grants Agent a non-exclusive, non-transferable, royalty-free, and restricted license to use Provider's registered and unregistered trademarks and service marks and Provider's trade name (collectively, the "Provider's Trademarks"), to the extent necessary in the Provider's judgment for Agent to perform its duties under this Agreement. Agent acknowledges that the Provider's Trademarks and the goodwill related thereto are the exclusive and sole property of Provider and agrees that it will not contest the ownership or validity of the Provider's Trademarks. Agent agrees that any and all goodwill arising from its use of the Provider's Trademarks shall inure solely to the benefit of the Provider. Agent agrees to cease use of any of the Provider's Trademarks, immediately upon receipt of written request from Provider. Agent agrees not to use or register in any country trademarks, service marks, trade names, or other designations resembling or confusingly similar to the Provider's Trademarks. Agent agrees that all uses of the Provider's Trademarks shall be under the control of Provider, which shall also control the nature and quality of all goods and services provided or advertised in connection with the Provider's Trademarks. When requested, Agent agrees to furnish, at no charge, to Provider, samples of advertising, promotional, and any other materials that may permit Provider to determine whether Agent's use of the Provider's Trademarks meets the standards, specifications, and directions approved by Provider. If, at any time, the advertising, promotional, or other materials bearing the Provider's Trademarks shall fail to conform to Provider's standards, specifications, and directions, Agent shall promptly remove the Provider's Trademarks from the promotional, advertising or other materials, and cease using the same.

6.1 Fees. The parties agree that Agent shall pay Fees directly to Provider as set forth in Provider’s Order Form. Agent agrees that Provider shall be permitted to increase the subscription fee upon expiration of the original contract term.

6.2 Taxes. Agent will be responsible for, and will promptly pay, any applicable duties, sales tax, use tax, value added taxes (VAT), and all federal and state taxes it owes related to receiving fees from Customers, if any, associated with this Agreement or Agent’s receipt or access to the Provider Service. If Response Linq is required to collect or pay any tax for which Agent is responsible, Agent will pay such tax directly to Response Linq. If Agent is a tax-exempt organization and is not obligated to pay taxes arising out of this Agreement, Agent will provide Response Linq with any required documentation to verify its tax-exempt status with the applicable taxing authorities.

7. Electronic Deliver .The Provider shall have the sole duty to electronically deliver the Provider Software directly to Customers (subject to a valid, accepted Subscription Agreement signed by a Customer substantially in the form as approved by Provider), including any additionally required Documentation, for the purposes of this Agreement.

8. Onboarding, Implementation, Support, Maintenance and Service Level Agreements

8.1 Onboarding and Implementation. Onboarding and Implementation for AHJ’s and Licensees shall be Provider responsibility.

8.2 Support. If applicable, Agent will provide first level non-technical support for any customer issues that can be resolved in an email. If a customer issue cannot be resolved on an email Provider will provide a reasonable level of technical and support for the Provider Software and respond to requests from Agent within 24hrs of receipt. Support Terms may include, among other things, the levels of support available to customers, a description of support offerings, applicable hours of operation, number of available skilled resources, languages supported and scheduled maintenance windows.

8.3 Maintenance. Provider shall be responsible for fixing any errors, defects, or bugs that occur during the time that Customers are using the Provider Software.

8.4 Service Level Agreements. Provider shall not offer any SLAs in connection with the provision of Provider Software hereunder in this Reseller Agreement. If Provider offers any SLAs to Customers such SLAs shall be contained in the Provider Agreements.

9. Confidential and Proprietary Information. Each party acknowledges that during the course of performing its obligations hereunder it may receive Confidential Information. Each party will employ the same degree of care to protect the secrecy and confidentiality of the Confidential Information of the other party as it uses to protect its own Confidential Information of a similar nature, but in no event less than a reasonable degree of care. Each party will restrict the release, access and use of Confidential Information to those of its affiliates, employees, officers, directors, consultants and agents who must have access to the Confidential Information in order perform its obligations under this Agreement, provided such affiliates, employees, officers, directors, consultants and agents are subject to written agreements which contain confidentiality obligations in substance, at least as strict as those set forth herein, in order to enable each party to comply with the provisions of this Agreement or provided they are otherwise bound. The receiving party is responsible for any breaches of confidentiality by such affiliates, employees, officers, directors, consultants and agents. Confidential Information herein shall not include information that (i) the Recipient can demonstrate by its written records to have had in its possession prior to disclosure to the Recipient by the Discloser; (ii) was part of the public knowledge or literature, not as a result of any action or inaction of the Recipient; (iii) was subsequently disclosed to the Recipient from a source other than the Discloser who was not bound by an obligation of confidentiality to the Discloser; (iv) the Recipient can demonstrate by its written records to have been independently developed by the Recipient without the use, directly or indirectly, of any Confidential Information; or (v) the Recipient is required to disclose pursuant to a court order or as otherwise required by law; provided, however, that Recipient notifies the Discloser within sufficient time to give the Discloser a reasonable period to contest such order. All Confidential Information and any Documentation is provided “AS IS” without any representation or warranty, either express or implied, as to accuracy or completeness.

10.1 Intellectual Property. As between Response Linq and Agent, Response Linq exclusively owns all rights, title and interest in and to the Provider Software and all the Intellectual Property Rights therein including any enhancements, work product or works for hire thereto, and any documentary or other materials regarding the use thereof and related thereto, and any data provided to Provider or any Clients by Response Linq in whatever form or media. Agent shall not attempt, or directly or indirectly allow any Customer, Authorized User or other third party to attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, reverse compile, disassemble, reverse engineer, download, transmit or distribute all or any portion of the Provider Software and/or Software in any form or media or by any means. Neither this Agreement, nor anything contained herein, shall be construed as a sale of the Provider Software and/or Response Linq or any intellectual property right or title therein or thereto.

This Agreement will not be construed as a license to copy, modify, create derivative works from, publish, disclose or otherwise use any of Response Linq’s Materials or documentation. The provisions of this Paragraph 10 shall survive termination of this Agreement.

10.2 Agent’s Duties. Agent will use its reasonable efforts to protect Response Linq's Intellectual Property Rights in the Provider Software and will report promptly to Response Linq any infringement or misappropriation of such rights of which Agent becomes aware.

11.1 Provider Indemnification. Provider shall, at its own expense, defend, indemnify and hold Agent harmless from and against any and all allegations, threats, claims, suits, and proceedings brought by third parties (collectively “Claims”) alleging that the Provider Software, as used in accordance with the terms and conditions of this Agreement, infringes the copyrights, trade secrets, patents or trademarks of such third party. And, Provider shall hold Agent harmless from and against liability, damages, and costs finally awarded or entered into in settlement (including, without limitation, reasonable attorneys’ fees) (collectively, “Losses”) to the extent based upon such Claims.

11.2 Agent Indemnification. To the fullest extent permitted by law, Agent agrees to indemnify and hold Response Linq and its owners, members, managers, officers, employees, and affiliates harmless from and against all claims, demands, suits, damages, losses, liabilities, and expenses, including reasonable attorney’s fees, arising out of or relating to: (i) Any customer or Client of Agent having access to and using the Provider Software; (ii) any disputes between Agent and any of its customers or clients that have access to or use the Provider Software; (iii) any Agent fraud, criminal misconduct or gross negligence; (iv) Agent’s failure to obtain consents and permissions from customers, clients and/or third party data subjects for the submission and processing of personal data and information in the Services; (v) Agent disclosing, selling, marketing or sharing any confidential information, or personal data of a customer, client or third party that can identify a person individually in violation of this Agreement; (vi) Agent selling, marketing or disclosing any information whatsoever to any third parties related to any customers; (vii) in connection with Agent’s performance of its duties and responsibilities hereunder; (viii) the issuance by Agent of any warranty or representation regarding Response Linq or its products or services not authorized by Response Linq; (ix) any of Agent’s other acts or omissions in connection with the marketing or resale of the Products under this Reseller Agreement; or (x) Agent’s failure to pay all applicable taxes associated with being paid any Fees by third parties pursuant to this Agreement.

12. Limitations of Liability

12.1 NOTWITHSTANDING THE PARTIES’ INDEMNIFICATION OBLIGATIONS, TO THE FULLEST EXTENT ALLOWED BY LAW, NEITHER RESPONSE LINQ NOR AGENT SHALL BE LIABLE FOR ANY LOSS OF USE, LOST DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.

12.2 Liability Cap. IF ANY EXCLUSION, DISCLAIMER OR OTHER PROVISION CONTAINED IN THIS AGREEMENT IS HELD TO BE INVALID FOR ANY REASON BY A COURT OF COMPETENT JURISDICTION OR ARBITRATOR AND RESPONSE LINQ BECOMES LIABLE THEREBY FOR LOSS OR DAMAGE THAT COULD OTHERWISE BE LIMITED RESPONSE LINQ’S TOTAL LIABILITY TO AGENT OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE FEES PAID BY AGENT TO RESPONSE LINQ DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR DAMAGES WHETHER IN CONTRACT, TORT OR OTHERWISE.

13. DISCLAIMER OF WARRANTIES.

For the avoidance of doubt, any and all commitments, indemnities and other terms and conditions offered by Response Linq with respect to use of the Provider Software are made directly by Response Linq to the end user customer in accordance with the Response Linq Terms of Use Agreement and do not extend to Agent as a Reseller. PROVIDER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, TO AGENT AS A RESELLER, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR TITLE AND NON-INFRINGEMENT.

14. TERM AND TERMINATION

This agreement shall commence on the Effective Date and shall continue thereafter until terminated by either party in accordance with this Section.

Agent can choose three different term lengths. The initial term of this Agreement is for one (1) year, three (3) years or five (5) years following the Effective Date (“Term” or “Initial Term”). This Agreement will auto-renew for additional one-year, three-year and five-year terms (“Renewal Terms”) unless either party provides ninety (90) days notice to the other party prior to the expiration of the initial term or any successive Renewal Term of its intention not to renew the agreement.

Provider may terminate this Reseller Agreement if Agent materially breaches any provision in this Reseller Agreement and fails to cure such breach within five (5) days of written notice of such breach. Provider may also terminate this Reseller Agreement immediately upon notice to Agent if (a) it ceases to offer the current Reseller program or (b) it reasonably believes that continuing hereunder could result in business or legal liability for Provider or otherwise harm Provider or its end user customers.

Either party may terminate this Agreement (a) (i) upon the institution by or against either party of insolvency, receivership or bankruptcy proceedings or any other proceedings for the settlement of either party’s debts, (ii) upon either party making an assignment for the benefit of creditors, or (iii) upon either party’s dissolution or ceasing to do business.

Affirmation of rights. All rights and licenses granted pursuant to any section of this Agreement are, and will otherwise be, for purposes of Section 365(n) of the U.S. Bankruptcy Code and/or any similar or comparable section of the U.S. Bankruptcy Code (as such sections may be modified, amended, replaced, or renumbered from time to time), executory licenses of rights to "intellectual property," as defined under Section 101 (35A) of the U.S. Bankruptcy Code and/or any similar or comparable section of the U.S. Bankruptcy Code (as such sections may be modified, amended, replaced, or renumbered from time to time). The parties will retain and may fully exercise all of their respective rights and elections under the U.S. Bankruptcy Code. Accordingly, the licensee of such rights shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code. Upon the commencement of bankruptcy proceedings by or against either Party under the U.S. Bankruptcy Code, the other Party shall be entitled to retain all of its license rights and use rights granted under this Agreement. Agent is provided the same rights in this paragraph under all applicable Canadian Bankruptcy Laws.

Effect of Termination. Agent expressly agrees that Provider will have no obligation or liability to Agent resulting from termination or expiration of this Reseller Agreement in accordance with its terms. Upon termination or expiration of this Reseller Agreement: (a) Agent must immediately cease identifying itself as a Response Linq Reseller and using Response Linq Marks in connection with its resale activities hereunder, and (b) Agent must destroy all Confidential Information in its possession and certify destruction (unless Response Linq requests that Agent return such materials to Response Linq ).
Assignment. This Agreement shall not be assigned by either party without the prior written consent of the other party, which shall not be unreasonably withheld; provided, however, that either party may, without the prior consent of the other, assign all of its rights under this Agreement to (i) a parent, subsidiary, affiliate or third party [collectively “Successor[s]” or “Assignee[s]” ];. Any attempt to assign this Agreement in violation of this provision shall be void and of no effect. This Agreement shall bind and inure to the benefit of the parties and their respective successors and permitted assignees. Any permitted successor or assignee of Provider shall assume all of the obligations of Provider under this Agreement including but not limited to Agent continuing as the exclusive reseller of the Provider Software Worldwide herein until such time that Agent terminates this Agreement by providing Provider or any permitted successor or assignee of Provider with thirty (30) days notice of its intent to terminate this Agreement. Any agreement Provider executes to assign this Agreement to a third party successor or assignee must contain language that the successor or assignee shall assume all assigned obligations of Provider under this Agreement including but not limited to Agent continuing as the exclusive reseller of the Provider Software Worldwide.

15.1 Non-Compete. Agent cannot by itself or assist another company to create or develop any type of Software product or service in the USA that competes with Provider for a period of two years after the agreement ends or is terminated by either party.

In the event that Provider purchases the assets of Agent’s company then subsequent to such purchase Agent shall also not directly or indirectly own, manage, control, operate or be employed by, participate in, or be connected in any manner with the ownership, management, operation or control of, any competitor of Provider in any part of the World for a period of two years beginning from the sale of Agent’s assets to Provider. To be clear, Agent cannot by itself or assist another company sell, market or license any type of Platform and Software product and service Worldwide that competes with Provider for a period of two years after the sale of Agent’s assets to Provider.

15.2. Injunctive Relief; Enforcement. Notwithstanding the provisions of this Section 15, nothing in this Reseller Agreement shall prevent either party from seeking injunctive relief with respect to a violation of intellectual property rights, confidentiality obligations or enforcement or recognition of any award or order in any appropriate jurisdiction.

16. Exclusion of UN Convention and UCITA. The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to this Reseller Agreement. The Uniform Computer Information Transactions Act (UCITA) shall not apply to this Reseller Agreement regardless of when or where adopted.

17. Government End Users. The Products are commercial computer software. If the user or licensee of the Products is an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Software, or any related documentation of any kind, including technical data and manuals, is restricted by a license agreement or by the terms of this Reseller Agreement in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. The Products were developed fully at private expense. All other use is prohibited.

18. Dispute Resolution; Governing Law.
Governing Law/Arbitration. By using Response Linq’s Website or Services, you agree that the laws of the State of Delaware without regard to principles of conflict of laws, will govern this Agreement and any dispute of any sort that might arise between you and Response Linq.

Disputes

ANY DISPUTE RELATING IN ANY WAY TO YOUR USE OF RESPONSE LINQ’S WEBSITE OR SERVICES SHALL BE SUBMITTED TO CONFIDENTIAL BINDING ARBITRATION IN COLLIN COUNTY, TEXAS EXCEPT FOR INTELLECTUAL PROPERTY CLAIMS BROUGHT BY EITHER PARTY (WHICH FOR PURPOSES OF THIS SECTION DO NOT INCLUDE PRIVACY AND PUBLICITY CLAIMS) AND CLAIMS THAT MAY BE BROUGHT IN SMALL-CLAIMS COURT.

CONFIDENTIAL ARBITRATION UNDER THIS AGREEMENT SHALL BE RESOLVED EXCLUSIVELY UNDER THE COMMERCIAL ARBITRATION RULES THEN PREVAILING OF THE AMERICAN ARBITRATION ASSOCIATION ("AAA'S CONSUMER RULES"), EXCLUDING ANY RULES AND PROCEDURES GOVERNING OR PERMITTING CLASS OR REPRESENTATIVE ACTIONS. THE RULES ARE AVAILABLE AT THE AMERICAN ARBITRATION ASSOCIATION'S WEBSITE.

YOU AND RESPONSE LINQ AGREE TO EXPRESSLY WAIVE ANY RIGHTS TO FILE CLASS OR REPRESENTATIVE ACTIONS OR SEEK RELIEF ON A CLASS OR REPRESENTATIVE BASIS IN ANY JURISDICTION OR FORUM.

THE ARBITRATOR SHALL APPLY DELAWARE LAW, AND THE ARBITRATOR'S AWARD SHALL BE BINDING AND MAY BE ENTERED AS A JUDGMENT IN ANY COURT OF COMPETENT JURISDICTION. THERE SHALL BE NO APPEAL FROM ANY AWARD OF THE ARBITRATOR. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NO ARBITRATION UNDER THIS AGREEMENT SHALL BE JOINED TO AN ARBITRATION INVOLVING ANY OTHER PARTY SUBJECT TO THIS AGREEMENT, WHETHER THROUGH CLASS ARBITRATION PROCEEDINGS OR OTHERWISE. IF ANY PART OF THIS ARBITRATION PROVISION IS FOUND TO BE INVALID, UNENFORCEABLE OR ILLEGAL, THE REST OF THIS PROVISION SHALL REMAIN IN EFFECT.

IF THE ENTIRE ARBITRATION PROVISION IS FOUND TO BE INVALID OR UNENFORCEABLE, THEN THE PARTIES CONSENT TO PERSONAL JURISDICTION AND EXCLUSIVE VENUE IN THE STATE COURT LOCATED IN COLLIN COUNTY, TEXAS.

19. Nonexclusive Remedy. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.

20. Survival. Sections 5, 9, 10, 11, 12, 13, 15.1, 18, and 20 and any other provisions necessary to interpret the respective rights and obligations of the parties hereunder will survive any termination or expiration of this Agreement, regardless of the cause of such termination or expiration.

21. Severability. If for any reason a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect.

22. Waiver. The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision.

23. Notices. All notices required or permitted under this Agreement will be in writing, will reference this Agreement, and will be deemed given: (i) when delivered personally; (ii) one (1) business day after deposit with a nationally-recognized express courier, with written confirmation of receipt; or (iii) three (3) business days after having been sent by registered or certified mail, return receipt requested, postage prepaid. All such notices will be sent to the addresses set forth above or to such other addresses as may be specified by either party to the other party in accordance with this Section.

24. Force Majeure. Neither party will be responsible for any failure or delay in its performance under this Agreement due to causes beyond its reasonable control, including, but not limited to, labor disputes, strikes, lockouts, shortages of or inability to obtain labor, energy, raw materials or supplies, war, terrorism, riot, acts of God or governmental action.

25. Relationship of Parties. The parties to this Agreement are independent contractors and this Agreement will not establish any relationship of Agency, joint venture, employment, franchise, or agency between the parties. Neither party will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent.

26. Assignment. Neither party may assign any of its rights or obligations under this Agreement, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld) except as provided in this Section 26.

27. Entire Agreement. This Agreement, including its Exhibits, constitutes the complete and exclusive understanding and agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, relating to its subject matter. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by duly authorized representatives of both parties.

28. Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

THE PARTIES HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND BY ACCEPTING AGREE TO BE BOUND BY IT. EACH PARTY REPRESENTS THAT THE INDIVIDUAL ACCEPTING ON ITS BEHALF HAS FULL AUTHORITY TO BIND SUCH PARTY.