LINKEDDNA™ END USER SERVICES AGREEMENT

In consideration of End User retaining LINKEDDNA™ to provide related Services (the “Services”), it is agreed as follows:

1. Term

The scheduled term of this Agreement (the “Term”) shall be an initial term of one (1) month beginning on the Effective Date and continuing thereafter on a monthly basis until terminated in writing pursuant to the guidelines outlined herein.

2. Services

  1. a) This Agreement contains the following:

End User Profile, Services and Prices

  1. b) End User herebyretains LINKEDDNA™ and LINKEDDNA™ hereby agrees to provide LINKEDDNA™ Services as outlined in this proposal under LINKEDDNA™ Quality Business Services Pricing. These services will be delivered via the Internet and will be defined in the following paragraphs. 

 3. Support 

LINKEDDNA™ or its designee(s) shall provide telephone and email support during regular business hours to appointed End User Liaisons.

4. Ownership of Data

LINKEDDNA™ acknowledges that all data obtained or generated by LINKEDDNA™ on End User’s behalf is the sole ownership of End User. LINKEDDNA™ reserves the right to download the database files for maintenance and backup purposes. 

5. User Responsibilities and Restrictions

  1. a) End User grants LINKEDDNA™ access to the LinkedIn accounts of each participating End User employee. A LinkedIn user account is required to access the LinkedIn Service and may be accessed and used only by those authorized individuals who are authorized by LINKEDDNA™. LINKEDDNA™ is not authorized to give other organizations access to the LinkedIn account or otherwise share the access with anyone outside the End User organization unless otherwise agreed by End User.
  1. b) LINKEDDNA™ adhere to a strict data protection policy and practice that limits knowledge of End User login credentials and data to designated managers. Individual LINKEDDNA™ consults are not given access to login credentials. Login and Logout procedures are handled by key managers at the start and finish of each day. See LINKEDDNA™ Data Protection Policy for more details. End User and its employeesare solely responsible for any and all activities that occur under the user accounts outside of LINKEDDNA™. End User shall notify LINKEDDNA™ immediately of any unauthorized use of a password or account or any other breach of security that is known or suspected by End User. End User shall also use its best efforts to stop immediately any copying or distribution of Content that is known or suspected by End User. LINKEDDNA™ shall not be responsible for (i) any unauthorized access to, or alteration of, your transmissions or data, or any material, information or data sent or received, regardless of whether the data is actually received by LINKEDDNA™, (ii) any transactions entered into through the Service, or (iii) any failure by End User to abide by this Agreement.
  2. c) LINKEDDNA™ is permitted to store, manipulate, analyze, reformat, and display the content for reporting purposes only as part of LINKEDDNA™’s internal business use. Unauthorized use, resale or commercial exploitation of content in any way is expressly prohibited. LINKEDDNA™ and its employees shall not copy, sell, transfer, make available, distribute, or assign the End User data to any third party.

6. Confidentiality

LINKEDDNA™ and End User recognize and acknowledge that this Agreement creates a confidential relationship between LINKEDDNA™ and End User and that information concerning these business affairs is confidential in nature. All such information concerning is hereinafter collectively referred to as “Confidential Information.”

7. Non-Disclosure

LINKEDDNA™ and End User agree that, except as directed by the other party, it will not at any time during or after the term of this Agreement disclose any Confidential Information to any person whatsoever and that each party shall take effective precautions, contractual and otherwise, reasonably calculated to prevent unauthorized disclosure or misuse of such information by any of its employees or by any other person having access to such information. Within ninety (90) days after the expiration or the termination of the Agreement by either party for any reason, each party agrees promptly to return to the other party, or to certify the destruction of, any physical or written records containing such information then in its possession or control that relate to the other party.

8. Disclaimers

(a).Except as otherwise expressly set forth herein, all warranties between LINKEDDNA™ and End User, whether written, oralexpress or implied, including without limitation any warranty of merchantability or fitness for a particular purpose, are hereby disclaimed and excluded.

(b) limitation of liability. in no event shall either party be liable to the other for any special, incidental, indirect, consequential or contingent damages whatsoever, including without limitation loss of profits, injuries to property, loss of time, inconvenience, loss of use of any designated LINKEDDNA™ products or associated services, loss of data, interruption of business, or other economic loss whether or not such party has been advised of the possibility of such loss, and whether the claim is for breach or repudiation or contract, tort, breach of warranty, negligence, or otherwise.  except for indemnification claims under section 9 relating to personal injury or damage to or destruction of tangible property, LINKEDDNA™’s liability under, for breach of, or arising out of the agreement (including these terms and conditions of sale) and/or use of a designated LINKEDDNA™ product or service shall be limited to an amount equal to the price of the affected designated LINKEDDNA™ product or service. the essential purpose of this section is to limit the potential liability of the parties arising out of these terms and conditions on the purchase and sale of designated LINKEDDNA™ products.

9. Mutual Indemnification 

  1. a) LINKED™ agrees to indemnify and hold harmless End User and its board members, officers and employees from any liability (including reasonable attorney’s fees and costs) imposed against the End User arising out of or in connection with End User’s proper and authorized use of the Service or Content.
  2. b) The End User agrees to indemnify and hold harmless LINKEDNA™ from any liability (including reasonable attorney’s fees and costs) imposed against LINKEDDNA™ by reason of the negligent actions or omissions of the End User or its employees in performing its services specified in the Agreement.

10. Terms of Payment

  1. a) During the Initial Term as defined in Section 1, fees payable by End User will be based on the LINKEDDNA™ services and products purchased by End User and will be calculated in accordance with LINKEDDNA™ Quality Business Services Pricing.  For purposes of this Agreement, a “Seat” shall mean one (1) end user of a LINKEDDNA™ service.  LINKEDDNA™ agrees that the foregoing fees shall be fixed during the Initial Term and will be renegotiated upon conclusion of the Initial Term.  End User agrees to pay for the designated products and services outlined in LINKEDDNA™ Quality Business Services Pricing   
  2. b) An initial invoice for the initial set-up fee and subscribed services and products (as set forth in the LINKEDDNA™ Quality Business Services Pricing section) will be sent by LINKEDDNA™ to End User upon execution of the Agreement. Thereafter, End User will be invoiced monthly based upon the active Seats in the current month.  All amounts invoiced for the System and Services rendered by LINKEDDNA™ are due in advance or on the invoice date.  Customer agrees that it shall pay all invoices in a timely manner. Customer’s failure to pay invoices in a timely manner shall constitute a breach of this Agreement.

11. Termination

If one party (offending party) breaches one or more obligations hereunder, the other party (offended party) shall give the offending party notice which shall specify the nature of the breach. The offending party shall then have 30 days from the receipt of such notice to remedy the breach for which such notice has been given. If at the end of such 30 day period, the Offending party has not cured the breach, the Offended party may thereupon terminate this Agreement by giving the offending party a written notice of termination and at the expiration of the 14th day following the delivery of such notice, the agreement shall be deemed to be terminated and the offended party shall be relieved from further performance of its obligations hereunder.

12. Termination by LINKEDDNA™

Notwithstanding the previous section, LINKEDDNA™ may terminate this agreement upon ten (10) days prior written notice if the End User fails to pay LINKEDDNA™ in accordance with the provisions of this Agreement.

13. Termination by End User

End User may terminate this agreement when it determines that termination is in the best interests of the End User by giving LINKEDDNA™ thirty (30) days written notice of the termination. If the agreement is terminated per this section, LINKEDDNA™ shall be paid its fee for all services rendered to date of termination.

14. Severability

Except as expressly provided to the contrary herein, each term and condition of this Agreement, and any portion thereof, shall be considered severable and if, for any reason, any such provision hereof is held to be invalid, contrary to, or in conflict with any applicable present or future law, regulation or public policy in a final, unappealable ruling issued by any court, agency or tribunal with competent jurisdiction in a proceeding to which to LINKEDDNA™ or End User is a party, that ruling shall not impair the operation of, or have any other effect upon, such other portions of the Agreement as may remain otherwise enforceable.

15. Force Majeure

Neither party shall be responsible for any delay or failure of performance resulting from any events or conditions not reasonably within the control of such party, which events or conditions prevent in whole or in part the performance by such party of its obligations hereunder or which renders the performance of such obligations so difficult or costly as to make performance commercially unreasonable.   In such event, the party affected shall be excused from performance on a day-to-day basis to the extent of such interference, and the other party shall likewise be excused from the performance of its obligations on a day-for-day basis to the extent such party’s obligations relate to the performance so interfered with.

16. End User’s Authority

The End User represents and warrants to LINKEDDNA™ that the End User has the requisite power and authority to enter into and perform the terms of this agreement and that the End User has done and will continue to do all things necessary so that this agreement will be valid, binding and legally enforceable upon the End User.

17. Limitation on Actions

No action, regardless of its form, arising out of this Agreement, may be brought by either party more than one (1) year after the cause of action has arisen.

18. Notices

Any notice or other information required or authorized by the Agreement to be given by either party to the other may be given by hand or sent (by first class prepaid mail, facsimile transmission, or comparable means of communication) to the other party at the address for notices set forth in the Agreement (or at such other address as any party may hereafter designate by notice to the other).

19. Assignment

This Agreement may be assigned by to its affiliates or successors without the prior written approval of LINKEDDNA™.  LINKEDDNA™ may assign this Agreement, or cause some or all of its rights and obligations hereunder to be assumed by any parent or wholly owned subsidiary of LINKEDDNA™.  

20. Entire Agreement

This Agreement, including all appendices, schedules, exhibits and attachments, contains the entire agreement between the parties and supersedes any prior or inconsistent agreements, negotiations, representations and promises, written or oral. Unless in writing and signed by the parties, no modification, course of conduct, amendment, failure to enforce any term, or require performance shall be binding or construed as a waiver.

21. Amendment

This Agreement may be amended or modified only by a written instrument signed by LINKEDDNA™ and End User.

22. Governing Law

This Agreement shall be governed by the laws of the Province of Ontario, without regard to conflict of law principles.

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