C.C. Link LLC Master Terms and Licensing Agreement Agreement version 1.0 dated and effective on August 30, 2018
Welcome to CC Link
This is a contract and license agreement between you and C.C Link LLC, a Florida limited liability company, whose main place of business is 101 Marketside Drive, Suite 404-175, Nocatee, Florida 32081 (“CC LINK”). CC LINK is in the business of providing you, and the person that you designate, work for, or are otherwise affiliated with (collectively “you” or “your designee”) concierge services delivered directly to your designated recipient as outlined in the program’s offered services as detailed on the product and services page of the website (www.cclinkinc.com). CC LINK also is involved or hosts (directly or under subcontract) records, documents, data management, apps, and web portals for Services.
This agreement applies to any and all aspects of your relationship with CC LINK and its employees, officers, directors, members, owners, attorneys, subsidiaries, parents, affiliates, venture partners, agents, subcontractors, licensees, and licensors.
For good and valuable consideration, the receipt and sufficiency of which is acknowledged, you and CC LINK agree on today’s date to be bound to the terms of this agreement:
1. Our Agreement. Unless otherwise agreed in writing with CC LINK, your agreement with CC LINK will always include, at a minimum, the terms and conditions set out in this document. This agreement and its terms and conditions are referred to here and elsewhere as your “Master Terms Agreement” or “Master Agreement” with CC LINK. The parties agree that their rights and responsibilities to one another are set forth in: (A) this Master Agreement; (B) all applicable Customer Orders incorporated herein (“Customer Orders”); (C) any mutually agreed upon amendment(s) that comply with Paragraph 26 below; and (D) all CC LINK changes to this Master Agreement made in accordance with Paragraph 25 below (all of the above elements are collectively referred to as our “Agreement”).
2. Customer Orders. You understand and agree that your Customer Orders placed with CC Link in any manner (whether by phone, in-person, or electronically) supplement this Agreement and set forth, or govern, among other things, the agreed upon Services, compensation, methods to resolve disputes between CC LINK and you, charges to your invoices, rates, confidentiality policies, and privacy policies. You understand and agree the Customer Orders may be provided for your review and acceptance in separate CC LINK user interfaces or by PDF, facsimile, email, scanned document, or hardcopy. You understand and agree that a particular Customer Order does not have to be physically attached to this Agreement for its terms to be valid and legally binding between you and CC LINK.
3. The Services. You have selected and agreed to utilize, hire, or purchase certain services or products (collectively referred to herein and elsewhere as the “Service(s)”), which include limited use of the CC LINK websites, web interfaces (including without limitation CC Link mobile applications), licensed products, consulting services, document and data management, or any other agreed upon services or products that may be set forth in one or more Customer Orders. During the course of your business relationship with us, you may agree to multiple Customer Orders that are all incorporated into and subject to the terms and conditions of this Agreement.
A. Reserved rights and limitations. This Agreement, together with the Customer Orders, sets forth the entirety of rights to use, copy, or otherwise deal with all licensed products and services. Without limitation, this Agreement does not include the right to directly or indirectly (a) modify or create any derivative work based upon any licensed products or any portion thereof; (b) sell, lend, rent, lease, sublicense, or otherwise transfer all or any portion of any licensed products to any third party or authorize any person or entity to do so; (c) reverse engineer, disassemble, or decompile any licensed products or attempt to discover or recreate the source code to any licensed products; (d) remove, obscure, or alter any licensor proprietary right notice related to licensed products; or (e) engage in or permit any unauthorized use of the licensed products.
B. Licensed products are not sold. Licensed products and services are licensed, not sold, to you, and CC LINK reserves all rights in the licensed products and services not expressly granted to you herein, including all proprietary rights in the same. Except as specifically set forth herein, no title to or ownership of any proprietary rights of CC LINK are transferred or licensed to you under this Agreement.
4. Accepting the Terms of Our Agreement. In order to use or purchase the Services, you must first agree to be bound by the terms of this Agreement and the terms of all applicable Customer Orders. You may not use or purchase Services if you do not accept the Agreement terms and the terms of all applicable Customer Orders. You accept the Agreement and all applicable Customer Orders by:
A. Manually signing, electronically signing, or clicking to accept or agree to the terms of the Agreement and Schedule A (which governs the method by which you agree to resolve all of your disputes with CC LINK), where this option is made available to you by CC LINK in print, mail, facsimile, a user interface, or email; OR
B. Manually signing, electronically signing, or clicking to accept or agree to the terms of a Customer Order or CC LINK invoice that references this Agreement, where this option is made available to you by CC LINK in print, mail, facsimile, a user interface, or email; OR
C. Printing this Agreement or an applicable Customer Order; manually inserting the correct information and selections; executing this Agreement or Customer Order; and mailing, emailing, or faxing the documents to us; OR
D. By actually using or purchasing Services. In this case, you understand and agree that CC LINK will treat your use or purchase of the Services as acceptance of the terms and conditions of this Agreement and all applicable Customer Orders from that point forward.
You may not use or purchase the Services and may not accept the terms of our Agreement if (a) you are not of legal age or capacity to form a binding contract with CC LINK, (b) you are not authorized to bind the entity you purport to represent in our Agreement, or (c) you are a person barred from receiving the Services under the laws of the United States or other countries, including the country in which you are resident or from which you use or purchase the Services. If you are reading an electronic version of this Agreement, before you continue, you should print off or save a local copy of this Agreement and all applicable Customer Orders for your records.
5. Length of Our Agreement. Your contract with CC LINK begins with your acceptance of our Agreement as per Paragraph 4 above. Upon acceptance, you will remain bound to the terms of this Agreement and all Customer Orders until such time as our Agreement (including all components thereof) is fully terminated, regardless of whether you ever enter into a Customer Order with us. The “Initial Term” of our Agreement is one year from the date of your acceptance of our Agreement or as may be otherwise indicated in each Customer Order you agree to. Unless otherwise indicated in a Customer Order you agree to, you understand and agree that our Agreement shall not automatically renew after the Initial Term. If you choose to renew your order at the conclusion of the Initial Term, you may do so in the same manner by which you ordered.
6. Customer Profile, Fees, Costs, and Payment for Services. The amount, timing, and payment method for all purchases, fees, costs, and expenses that you are responsible for are set forth in the CC LINK Customer Order. When you create an account with us, you will be asked to complete a Customer Profile. It is critical to the adequate and timely delivery of the Services that you keep your Customer Profile up-to-date with accurate information. CC LINK is not responsible for any Services-related issue that is caused by or results from an incorrect or untimely updated Customer Profile. When you create your Customer Profile, you will be asked to provide an agreed-upon method of payment. You must be authorized to use the payment method. You authorize us to charge you for the Services using your payment method and for all purchases or paid features of Services for which you choose to sign up or use while our Agreement is in force. The billing of charges for Services to your payment method may occur: (a) at the time of purchase; (b) shortly after purchase; or (c) on a recurring basis. We may charge you a different amount than what you approved. If it is a greater amount, we will tell you the amount and the date of the charge at least three (3) days before we make the charge. Also, we may charge you up to the amount you have approved, and we will notify you in advance of the difference for recurring Services. We may bill you for more than one of your prior billing periods together as related only to: premium care packages, laundry charges, or ordering additional Services if your plan’s limit of 12 Services has been reached. You agree to and must keep all information in your billing account, payment method, and Customer Profile information current, including without limitation your billing address and the expiration date of your credit card. Additionally, you are solely responsible for (a) all taxes that are the result of your purchases or uses of Services, (b) all taxes that you are obligated to pay, and (c) all taxes that we may collect or fail to collect from you.
7. Late Payment for Services. Except to the extent prohibited by law, we may assess you a late charge if you do not pay on time. You hereby agree to pay these late charges when we bill you for them. All late charges will be the lesser of 1.5% of the unpaid amount each month or the maximum rate that is permitted by law. We may use a third party to collect past due amounts. You hereby agree to pay for all reasonable costs we incur to collect all past due amounts. These costs may include reasonable attorneys’ fees and other legal fees and costs. We may suspend or cancel your Customer Order(s) or Services if you fail to pay in full (including all late charges and costs) or on time. Suspension or cancellation does not affect or offset amounts you owe us.
8. Information Sharing and Access. For us to properly provide or perform the Services, you understand and agree that you will need to provide all necessary information, files, records, or other data so that we can timely and effectively provide or perform the Services. This information and data sharing shall begin as soon as practical and shall be open and continuous during the term of our Agreement.
9. Information and Data Storage Limits. You understand and agree that, while CC LINK may not currently have set a fixed upper limit on the number of transmissions or other communications that you may send or receive as a result of the Services provided or on the amount of storage space used for the provision of any Service, such fixed upper limits may be set by CC LINK at any time at CC LINK’s discretion. Limitations may also be specified in advance in Customer Orders. Exceeding transmissions, communications, or storage limits will result in additional charges at CC LINK’s then-current rate schedule. Transmissions or other communications that you send or receive as a result of the Services provided will not be saved or otherwise retained by us for over six (6) months. A researcher hourly service fee, according to our then-current rate schedule, shall apply for researching topics, identifying sources, and any possible re-creations of transmissions outside of the six (6) month period.
10. Your Conduct, Passwords, and Account Security. You understand and agree that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access Services, a CC LINK website, all other user interfaces, or CC LINK subcontractor sites. Accordingly, you agree that you will be solely responsible to CC LINK for all activities that occur under your account. If you become aware of any unlicensed or unauthorized use of your password or of your account, you agree to notify CC LINK immediately via email at: email@example.com .
A. User Conduct. You agree not to use our websites, mobile applications, web interfaces, or Services to: (a) send unsolicited or unauthorized junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (b) advertise or promote a commercial product or service; (c) store or transmit any file containing: (i) unlawful, defamatory, threatening, pornographic, abusive, libelous, or otherwise objectionable material of any kind or nature; (ii) any material that encourages conduct that could constitute a criminal offense; (iii) any code or material that violates the intellectual property rights or rights to publicity or privacy of others; (d) store, transmit, or hide any material that contains software viruses or other harmful or deleterious computer code, files, or programs; (e) interfere with or disrupt servers or networks in any way related to the Services or violate the regulations, policies, or procedures of such networks; (f) access or attempt access to CC LINK’s other accounts, computer systems, or networks not covered by this Agreement; (g) harass or interfere with another user’s full use and enjoyment of Services; or (h) cause, in CC LINK’s sole discretion and determination, an inordinate burden on CC LINK’s or any of its subcontractor’s system resources.
11. Termination of Our Agreement. Unless otherwise agreed to on a Customer Order, our Agreement is not cancellable by you. Different Customer Orders may have different cancellation provisions. Also, you may not cancel other Orders for our products (i.e., care packages or added Services purchased on an ala carte basis) until you fully comply with the terms and conditions of all open Customer Orders and this Agreement, and all monies due pursuant to the open Customer Orders and CC LINK invoices are paid in full. Monies received from you pursuant to our Agreement prior to cancellation are not subject to refund unless a refund is otherwise agreed to in writing by CC LINK in its sole and absolute discretion. CC LINK reserves the right to cancel or suspend our Agreement and all or certain Customer Orders without cause or advance notice to you by providing you with a Written Notice of Cancellation or Suspension (a “NOCS”). Monies due CC LINK through and including the date of termination shall be deemed due and payable on the date of cancellation or suspension.
12. Resolving Disputes between the Parties.
A. The parties agree that all disputes shall be governed by the laws of the State of Florida, U.S.A., without regard to conflicts of laws provisions. The parties hereby consent and agree that arbitration in accordance with The Federal Arbitration Act and the Dispute Resolution Procedures set forth in Schedule A to this Agreement (which is fully incorporated as part of this Agreement) shall be the EXCLUSIVE means for filing, claiming, and final resolution of all disputes between the parties, EXCEPT: When injunctive relief is necessary to preserve the status quo or to prevent irreparable injury. As to all claims that are expressly excepted from arbitration, the parties consent, submit, and agree that the exclusive venue and jurisdiction for filing, claiming, or final resolution of all such excepted claims is in a federal or state court of competent jurisdiction located in Leon County, Florida, U.S.A. In any such court action for injunctive relief, the parties agree that monetary damages would not be a sufficient remedy and, accordingly, the inadequacy or insufficiency of monetary damages as a remedy need not be proven in order to obtain such relief. Each party further waives all requirements for a bond in connection with any action for injunctive relief. In the event either party determines it to be necessary to request injunctive relief, the non-prevailing party will be required to pay all of the prevailing party’s associated costs and expenses, including but not limited to court costs, expert witness fees, and reasonable attorneys’ fees and costs.
B. If an arbitration panel or court of law (that has proper jurisdiction to decide the matter at issue pursuant to our Agreement and the law), while following the terms and procedures of this Section and Schedule A, rules that any provision or language of this Agreement, the Schedule A, or any Customer Order is invalid, then the parties understand and agree that only the invalid provision or language will be removed from the document(s). Removal shall be done in such a manner as to not affect the rest of the terms of the Agreement or Customer Order. The remaining provisions of the Agreement and all Customer Orders will continue to be valid and enforceable.
13. EXCLUSION OF WARRANTIES. NOTHING IN OUR AGREEMENT SHALL EXCLUDE OR LIMIT CC
LINK’S WARRANTY OR LIABILITY FOR LOSSES THAT MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT, OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS THAT ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND YOU EXPRESSLY UNDERSTAND AND AGREE THAT CC LINK’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
A. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OR PURCHASE OF SERVICES IS AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” CERTAIN PRODUCTS SOLD TO YOU AS “SERVICES” MAY BE ACCOMPANIED BY A MANUFACTURER’S WARRANTY. CC LINK MAY FACILITATE THE APPLICATION OR TRANSFER OF A MANUFACTURER’S WARRANTY, BUT EXPRESSLY PROVIDES NO WARRANTY OF ITS OWN ON ANY PRODUCTS IT SELLS AND EXPRESSLY DISCLAIMS ALL WARRANTIES;
B. YOU EXPRESSLY UNDERSTAND AND AGREE THAT INFORMATION CAN BE, AMONG OTHER THINGS, INACCURATE, COMMUNICATED IMPROPERLY FROM THE SOURCE, HEARSAY, INHERENTLY UNRELIABLE, OR SUBJECT TO MULTIPLE INTERPRETATIONS. IN PARTICULAR, CC LINK AND ITS EMPLOYEES, OFFICERS, DIRECTORS, ATTORNEYS, MEMBERS, OWNERS, SUBSIDIARIES, PARENTS, AFFILIATES, VENTURE PARTNERS, AGENTS, SUBCONTRACTORS, LICENSEES, AND LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT:
(I) YOUR USE OR PURCHASE OF SERVICES WILL MEET YOUR REQUIREMENTS;
(II) YOUR USE OR PURCHASE OF SERVICES WILL BE UNINTERRUPTED, FULFILLED, TIMELY, SECURE, OR FREE FROM ERROR;
(III) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OR
PURCHASE OF SERVICES WILL BE ACCURATE OR RELIABLE; OR
(IV) DEFECTS IN THE OPERATION OR FUNCTION OF ANY SERVICE OR SOFTWARE
PROVIDED OR SOLD TO YOU AS PART OF THE SERVICES CAN BE CORRECTED.
C. ALL INFORMATION OR MATERIAL DOWNLOADED, COMMUNICATED, RECEIVED, OR OTHERWISE OBTAINED FROM OR THROUGH US AND RELATED TO YOUR USE OR PURCHASE OF SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR LOSSES OR DAMAGE RESULTING FROM THAT INFORMATION OR MATERIAL, INCLUDING BUT NOT LIMITED TO ANY DAMAGE TO YOUR PERSON, BUSINESS, COMPUTER SYSTEM, OR OTHER DEVICE OR LOSS OF DATA THAT MAY OCCUR;
D. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CC LINK OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN OUR AGREEMENT; AND
E. CC LINK FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
14. LIMITATION OF LIABILITY. SUBJECT TO THE OVERALL PROVISION IN PARAGRAPH 13 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT CC LINK AND ITS EMPLOYEES, OFFICERS, DIRECTORS, ATTORNEYS, MEMBERS, OWNERS, SUBSIDIARIES, PARENTS, AFFILIATES, VENTURE PARTNERS, AGENTS, SUBCONTRACTORS, LICENSEES, AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR:
A. ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOOD WILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS; OR
B. ANY LOSS OR DAMAGE THAT MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF:
(I) ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY, OR EXISTENCE OF ANY ADVERTISING OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY ADVERTISER OR SPONSOR WHOSE ADVERTISING RELATES TO OR APPEARS ON THE SERVICES;
(II) ANY CHANGES THAT CC LINK MAY MAKE TO OUR AGREEMENT OR THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES);
(III) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES;
(IV) ACTS OF TERRORISM OR THE LIKE (WHETHER PERPETRATED DOMESTICALLY OR INTERNATIONALLY); ANY FORM OF MILITARY ACTION, PARAMILITARY ACTION, DECLARED OR UNDECLARED WAR, OR GOVERNMENT INTERVENTION; SABOTAGE; RIOT; INTENTIONAL OR UNINTENTIONAL ELECTRICAL, SATELLITE DATA TRANSMISSION, OR TELEPHONE SERVICE INTERRUPTIONS; FIRE; HACKING; INTENTIONAL OR UNINTENTIONAL PROPERTY DESTRUCTION OR THEFT; FORCE MAJEURE; OR ACT(S) OF GOD, INCLUDING WITHOUT LIMITATION WEATHER EVENTS, EARTHQUAKES, VOLCANO ERUPTIONS, AND FLOODS;
(V) YOUR FAILURE TO PROVIDE CC LINK WITH ACCURATE AND UP-TO-DATE ACCOUNT INFORMATION; OR
(VI) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL.
TO THE GREATEST EXTENT ALLOWABLE BY LAW, THE LIMITATIONS ON CC LINK’S LIABILITY TO YOU SHALL APPLY WHETHER OR NOT CC LINK HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, THE PARTIES AGREE THAT THE RISKS IN OUR BUSINESS RELATIONSHIP HAVE BEEN FULLY ALLOCATED BY THIS AGREEMENT. AS SUCH, YOU AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF CC LINK TO YOU FOR ANY AND ALL DAMAGES THAT IN ANY WAY ARISE OUT OF OR ARE RELATED TO CC LINK’S PERFORMANCE OF THIS AGREEMENT OR DELIVERY OF SERVICES, WHETHER LIABILITY AND DAMAGES ARE BASED ON BREACH OF CONTRACT (INCLUDING BREACH OF WARRANTY), TORT (INCLUDING NEGLIGENCE, WHETHER OF CC LINK OR OTHERS), STRICT LIABILITY, OR ON ANY OTHER THEORY OF LIABILITY, SHALL NOT EXCEED 150 PERCENT (150%) OF THE FEES YOU PAID FOR THE PERFORMANCE OF THE SERVICES. IT IS INTENDED THAT THE LIMITATION SET FORTH IN THIS PARAGRAPH 14 SHALL APPLY TO ANY AND ALL LIABILITY AND DAMAGES UNDER THIS AGREEMENT AND ALL CUSTOMER ORDERS. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL CC LINK BE LIABLE IN CONTRACT, IN TORT, OR UNDER ANY OTHER THEORY OF LIABILITY TO YOU OR TO YOUR INSURERS FOR ANY LOST, DELAYED, OR DIMINISHED PROFITS, REVENUES, OPPORTUNITIES, OR LOSSES, OR ANY OTHER INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER RESULTING FROM CC LINK’S PERFORMANCE OF OR FAILURE TO PERFORM UNDER THIS AGREEMENT AND ALL CUSTOMER ORDERS. THE PROVISIONS OF THIS PARAGRAPH SHALL SURVIVE THE EXPIRATION, CANCELLATION, DEFAULT, OR TERMINATION OF THIS AGREEMENT.
15. Covenant Not to Solicit or Hire. It is recognized and understood by the parties hereto that CC LINK employees are an integral part of its business and that it is extremely important for CC LINK to use its maximum efforts to prevent it from losing such employees. It is therefore understood and agreed by the parties hereto that, because of the nature of the CC LINK business, you hereby agree to afford fair protection from the loss of any such employees. Consequently, you covenant and agree that, for the period commencing on the Effective Date of this Agreement and ending three (3) years after complete termination of our Agreement, you shall not, directly or indirectly, hire, engage, or attempt to hire or engage any employee of CC LINK or former employee of CC LINK that was an employee during any term of our Agreement(s), whether for or on your behalf or for any entity in which you have a direct or indirect interest (or any subsidiary or affiliate), whether as a proprietor, partner, co-venturer, financier, investor, stockholder, director, officer, employer, employee, servant, agent, contractor, representative, or otherwise.
16. Language Disputes. In all disputes or disagreements between what the English language version of our Agreement says and what any translation says, the parties agree the English language version shall take precedence.
17. Waiver and Conflicting Terms. The failure of a party to enforce a provision under our Agreement shall not constitute a waiver of the right to enforce the provision at a later date. If there is any contradiction between what a Customer Order says and the language found in this Agreement, then the wording of the Customer Order shall take precedence with regard to the subject matter of the Customer Order.
18. Copyright and Trademark Policies. It is CC LINK’s policy to respond to notices of alleged copyright and trademark infringement that comply with applicable international intellectual property law (including, in the United States, the Digital Millennium Copyright Act) and to terminate relationships with infringers.
19. Web Content. CC LINK websites, mobile applications, web interfaces, and Services may include hyperlinks to other web sites or content or resources. Therefore, you acknowledge and agree that: (a) CC LINK has no control over any such web sites or resources that are provided by companies or persons other than CC LINK; (b) CC LINK is not responsible for the availability of any such external sites or resources and does not endorse any advertising, products, or other materials on or available from such web sites or resources; (c) CC LINK is not liable for any loss or damage that may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy, or existence of any advertising, products, or other materials on or available from such websites or resources; (d) by using the Services under our Agreement, you may be exposed to content that you may find offensive, indecent, or objectionable and that, in this respect, you use the Services at your own risk; and, (e) you are solely responsible for (and CC LINK has no responsibility to you or to any third party for) any content that you create, transmit, or display while using the Services and for the consequences of your actions (including any loss or damage that CC LINK may suffer) by doing so.
20. Binding Effect and Assignment of Our Agreement. Our Agreement is binding on you and your estates, trusts, heirs, subcontractors, licensees, users, successors, and assigns. Our Agreement is not assignable by you without the prior written approval of CC LINK.
21. Continuing Effect. The rights, terms, and conditions of our Agreement shall remain in effect until all obligations under it have been fulfilled or waived in a writing signed by all parties hereto.
22. Independent Parties/No Agency Relationship. A party hereto and its members, managers, officers, and employees are not agents or employees of another party, except as may be otherwise specifically agreed to in a writing signed by all necessary parties.
23. Subcontracting. You understand and agree that CC LINK may subcontract Services to or purchase Services from subsidiaries, other affiliates, or non-affiliate third parties selected by CC LINK in its sole discretion.
24. Privacy Statement. You acknowledge that you have read and agree to abide by the CC Link Privacy Statement and all updated versions, a current version of which is posted for you on the CC LINK website.
25. Changes to the Terms and Conditions of this Agreement. You understand and agree that CC LINK, from time-to-time, may make changes, whether by addition, deletion, or otherwise, to the terms or words of this Agreement. When these changes are made, CC LINK will make a new and dated copy of the Agreement available at on the website’s shop page where you first accepted the former terms and conditions, and you will be emailed, at your notification email address (or your then current designated email address), a notice that changes have occurred. You understand and agree that your use or purchase of Services after the date on which the Agreement was changed constitutes your acceptance of and agreement to the updated Agreement.
26. Complete Agreement. Our Agreement, including the above recitals, which are incorporated herein as agreed upon terms and conditions, constitutes the entire agreement between the parties and is deemed to subsume any previous agreement whether written or oral. Other than as provided for in Paragraph 25 above, our Agreement may be amended only in a writing signed by all parties hereto. You agree that CC LINK may provide you with notices, including those regarding changes to the terms of this Agreement, by email, regular mail, text message, or postings on CC LINK websites.
27. Notices. All notices concerning this Agreement shall be in writing and shall be deemed to have been given when delivered personally, by overnight courier, by electronic mail or text message, or by facsimile (so long as a printed confirmation is received), or, if sent by certified or registered mail to the respective address of each party, upon the third business day after delivery to the United States Postal System. Your current notice address shall be as set forth on your Customer Profile. CC Link’s notice address is: CC Link LLC, 101 Marketside DR Ste 404-175, Nocatee, FL 32081. CC Link’s phone number is 904-872-9664, and its website address is www.cclinkinc.com.
28. Execution. Our Agreement, including any component part thereof, may be executed or agreed to electronically, in writing, or as otherwise provided for in Paragraph 4 above. The individuals executing (by electronic means or otherwise) or agreeing to our Agreement warrant that they have been duly pre-authorized to bind the parties hereto.
[END OF MASTER TERMS AND LICENSING AGREEMENT]
Schedule A to the Master Terms and Licensing Agreement DISPUTE RESOLUTION PROCEDURE
For valuable agreed upon consideration, the receipt and sufficiency of which is acknowledged, each party to our Agreement has reviewed, accepted, and hereby agrees to consent to and abide by the following dispute resolution procedure:
The parties agree that all disputes shall be governed by the laws of the State of Florida, U.S.A., without regard to conflicts of laws provisions.
Section A.1 – Covered Claims
This dispute resolution procedure applies to all disputes whether they are by virtue of contract, tort, or otherwise (hereinafter referred to as “Covered Claims”), including but not limited to disputes arising out of or relating to the following matters:
a. The Master Agreement, all Customer Orders, and all CC LINK invoices, including but not limited to this Schedule A and its enforceability, scope, or terms;
b. All previous disputes, relationships, agreements, negotiations, or discussions between the parties;
c. Whether any dispute or claim must be arbitrated;
d. The validity of the arbitration provision below or any other provision contained in the Master
e. All disputes based on an allegation of RICO, fraud, omission, or misrepresentation;
f. All claims for discrimination, including but not limited to discrimination because of sex, pregnancy,
race, national or ethnic origin, age, religion, creed, marital status, sexual harassment, sexual orientation, mental or physical disability or medical condition, or other characteristics protected by statute;
g. All claims based on an allegation of a violation of any federal, state, or local statute, rule, or ordinance, including but not limited to state and local taxation of products or services, privacy statutes, credit or disclosure statutes, fair credit statutes, consumer protection statutes, retail trade or retail sales statutes, securities statutes, antitrust statutes, the Fair Labor Standards Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family Medical Leave Act, the state workers’ compensation law, or any “whistle blower” law;
h. All claims pertaining to retaliation or discrimination for opposing the violation of any statute, rule, or ordinance described in subsections f or g above;
i. All claims pertaining to distributions, compensation, subscriptions, fees, charges, automatic payments (whether by credit card, debit card, or other form of automatic payment), commissions, or wages;
j. All claims pertaining to work performed by CC LINK for you or a third-party customer or client;
k. All claims pertaining to data or information privacy or data or information breaches or theft, whether
by you or a third party.
Section A.2 – Claims Not Covered
As agreed to in Section 12 of the Master Agreement, this dispute resolution procedure does not cover claims by a party for injunctive relief, including but not limited to claims for unauthorized use or disclosure of trade secrets or proprietary or confidential information.
Section A.3 – Negotiation
Each party hereto shall attempt in good faith to resolve all disputes involving Covered Claims promptly by negotiations between the parties’ representatives having authority to settle the controversy. Either party may give the other party written notice of any dispute not resolved in the normal course of business. Within twenty (20) days after delivery of said notice, both parties shall meet at a mutually acceptable time and place (by mutual agreement, such meeting may be held by telephone or other form of conferencing), and thereafter as often as they deem necessary, to exchange relevant information and to attempt to resolve the dispute. If the matter has not been resolved within sixty (60) days of the disputing party’s notice, or if the parties fail to meet within twenty (20) days, either party may initiate the mediation of the controversy or claim as provided in Section A.4 below.
Section A.4 – Mediation
If any dispute involving Covered Claims has not been resolved by negotiation as provided in Section A.3 above, the parties shall endeavor to resolve the dispute by mediation. Unless the parties agree otherwise, the mediation shall be conducted in accordance with the Commercial Arbitration Rules and Mediation Procedures of the American Arbitration Association by a certified mediator who has the qualifications set forth herein. A neutral third-party mediator will be selected by the mutual consent of the parties to this Agreement. If the parties encounter difficulty in agreeing on a neutral third-party mediator, they will seek the assistance of the American Arbitration Association (“AAA”) in the mediator selection process. Mediation is an agreed upon, mandatory condition precedent to proceeding to arbitration. If any party refuses to participate in mediation or fails to participate in mediation in good faith, that party shall be solely responsible for the arbitrator’s fees and costs related to any subsequent arbitration proceeding.
Section A.5 – Arbitration
If any dispute involving Covered Claims has not been resolved by mediation as provided in Section A.4 above, then after a waiting period of sixty (60) days after the last day of mediation between the parties, one or both parties shall initiate arbitration in writing, and all remaining disputes involving Covered Claims shall be resolved, in finality, by arbitration conducted expeditiously and in accordance with the Commercial Arbitration Rules and Mediation Procedures of the American Arbitration Association. The arbitration proceedings shall be conducted by a sole arbitrator; provided, however, that persons eligible to be selected as arbitrators shall be limited to licensed attorneys at law on the National Roster of Commercial Arbitrators as provided by the AAA. If the parties encounter difficulty in agreeing on an arbitrator, then the parties hereby agree that the AAA shall expeditiously select the arbitrator. Notwithstanding the foregoing, if any party has failed or refused to participate in a non-binding dispute resolution procedure under Sections A.3 or A.4 above, then the other party may initiate arbitration without further delay pursuant to this Section and without regard to the sixty-day waiting period described above. The arbitration shall be governed by the United States Arbitration Act. The arbitration award shall be based upon applicable Florida law and related judicial precedent. The judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. The place of arbitration shall be in the continental United States and shall be mutually agreed upon by the parties involved. In the event that the parties are unable to agree on a location, the place of arbitration shall be selected by CC LINK.
Section A.6 – Costs and Fees
Except as otherwise specified in Section A.4 above, the parties shall bear their respective costs in connection with the dispute resolution procedures described in Sections A.3, A.4, and A.5 above, except that the party initiating the arbitration shall pay the filing fees, as well as other fees and expenses of the arbitrator and the costs of any facility used in connection with arbitration procedures. The arbitrator shall have the authority to award the filing fees, as well as other fees and expenses of any neutral third party, mediator, or arbitrator, and the costs of any facility used in connection with mediation or arbitration, to the prevailing party if that party has incurred such costs.
Section A.7 – Counsel/Notice/Confidentiality
With respect to the non-binding procedures provided in Sections A.3 and A.4 above, if a party’s negotiator intends to be accompanied at a meeting by an attorney, the other party’s negotiator shall be given at least three (3) working days’ notice of such intention and may also be accompanied by an attorney. All negotiations relating to all dispute resolution procedures provided herein are confidential and shall be treated as compromise and settlement negotiations for purposes of the Florida rules of evidence.
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