Professional Services Agreement

This Professional Services Agreement (“Agreement”) is entered into by and between Liiingo, LLC, an Idaho limited liability company (“Liiingo”) and you, and is made effective as of the date of electronic acceptance. This Agreement sets forth the terms and conditions of your use of Liiingo’s Professional Web Services (“Service(s)”), and represents the entire agreement between you and Liiingo concerning the subject matter hereof.

Your electronic acceptance of this Agreement signifies that you have read, understand, acknowledge and agree to be bound by this Agreement.

The terms “we”, “us” or “our” shall refer to Liiingo. The terms “you” and “your” shall refer to any individual or entity who accepts this Agreement. Nothing in this Agreement shall be deemed to confer any third-party rights or benefits, except where specifically granted herein.

  1. Description of Services
Description of Services Details Cost and Payment Terms
Account Setup

Includes:

•  Consultation for content and implementation planning

•  Providing instructions to submit content into the app

•  Providing iiiCodes for each topic

This amount is due at the time of signing this Agreement.

Subscription           

Includes:

•  The designated number of menu topics, called iiiCodes, indicated on the agreement.  Each iiiCode has an associated QR code and is listed in the menu, unless you specify otherwise.

•  As many content blocks as you want within each iiiCode.  Content blocks may include video, images, and text.

•  Usage analytics

•  A listing on the Liiingo Directory

• Access to self-service

Subscriptions are paid in advance on a monthly or yearly basis.  Payments are automatically processed at the beginning of each billing cycle.

Service is subject to cancellation after payment becomes 15 days overdue.

Additional Products and Services

• Signage

• Translation services

• Content preparation

50% of services requested must be paid for in advance, and 50% is due upon completion of services.

Once a service(s) is requested, these amounts are automatically paid from the credit card on file.

    1. Subscription Changes: This agreement automatically updates to include any additional iiiCodes or features you request beyond the amount included in your original agreement.  Any increase in subscription costs will be pro-rated for the remainder of the billing cycle and added to the next invoice, if billed monthly, or using a separate invoice, if billed annually.
    2. Content Control. You are solely responsible for creating, managing, linking, editing, reviewing, deleting and otherwise controlling all text, pictures, sound, graphics, video and other data included on the Liiingo app related to your account. Liiingo is a conduit only, and you have complete discretion of the Content, as long as Content meets the terms of this agreement.
    3. User Content. It is solely your responsibility to ensure that any and all User Content provided to us to include on the Liiingo app does not infringe or violate the intellectual property rights (including, but not limited to, trademarks, trade names, copyrights, patents, domain registration rights, trade secrets) or any other right of any third party (including, but not limited to, rights of privacy and contractual rights), and/or to ensure that you have acquired any authorization(s) necessary to use intellectual property (including, but not limited to, copyrights and trademarks) or other proprietary information of third parties therein included in the User Content.  We shall have no liability and you agree to defend and indemnify us against any actual or alleged claim that any User Content provided by you infringes or violates any rights of third parties, including, without limitation, rights of publicity, rights of privacy, patents, copyrights, trademarks, trade secrets, and/or licenses.
    4. Limits on Content. We reserve the right to refuse any direction to create a Design that exploits children, contains pornography or other tasteless images, contains copyrighted or trademarked materials of others or infringes on the intellectual property rights of another, harasses, defames or slanders another, encourages or promotes terrorism or other illegal activities, contains illegal content, or for any other reason that we, in our sole discretion, decide.
    5. Ownership Rights and Licenses. You are the owner of the content available on the Liiingo app related to your account. Each party grants the other a nonexclusive, nontransferable, royalty­free, worldwide license to use each other’s Domain Names, trademarks, service marks, trade names, logos, or other commercial designation for purposes of creating content directories or indexes and for marketing and promoting the Liiingo app. The licensing rights granted in this paragraph will automatically terminate with the termination of Liiingo’s service for you.
    6. Uploads and Backup. You are solely responsible to maintain a backup of all files uploaded to the Liiingo app at a location remote from Liiingo.
    7. Term. Unless otherwise specified in the agreement, the agreement automatically renews each month, until terminated by either party.
    8. Refunds. Account setup and subscriptions are non-refundable. Amounts paid for services not yet initiated are refundable upon account termination.
    9. Termination for Cause. Each party has the right to terminate this Agreement in the event of any material breach of this Agreement. Prior notice and right to cure may or may not be given, depending on the severity of the violation.
    10. Warranties. You agree not to provide any content to be included in the Liiingo app that: (a) infringes on any copyright or patent rights of any third party; (b) violates any law or regulation, including without limitation the laws and regulations governing export control; (c) is defamatory  or trade libelous; (d) is pornographic or obscene; (e) contains viruses, Trojan horses, worms, time bombs,  cancelbots, or other computer programming defects which are intended to damage a user’s system or data; or (f)  violates the Liiingo Policies.
    11. Disclaimer of Warranties. Except as set forth herein, Liiingo and customer each expressly disclaims all representation or warranties of any kind, express or implied, including without limitation the implied warranties of merchantability and fitness for a particular purpose.
    12. Indemnification. Both parties each agree to indemnify, defend and hold harmless the other from and against any third party claim, action, suit, or proceeding arising out of the inaccuracy of any respective representation stated in the “Warranties” and “Disclaimer of Warranties” paragraphs above. Such indemnity shall apply to all losses, damages, liabilities, and reasonable attorney’s fees and costs incurred by the party receiving the benefit of this paragraph.
    13. Limitations on Liability. Except for each party’s respective indemnity obligations in section 13, in no event shall  either  party  be  liable  for  any  special,  incidental  or  consequential  damages,  or  for  interrupted  communications, lost data or lost profits, arising out of or in connection with this Agreement.
    14. Changes to this Agreement. We may change or modify this Agreement, and any policies or agreements which are incorporated herein, at any time and such changes or modifications shall be effective immediately upon posting to this site. We will notify you of these changes or modifications to this Agreement by email. It is therefore very important that you keep your account information current. We assume no liability or responsibility for your failure to receive an email notification if such failure results from an inaccurate email address.  Your continued use of Services after such changes or modifications shall constitute your acceptance of this Agreement as last revised. If you do not agree to be bound by this Agreement as last revised, do not continue to use this Site or the Services.
    15. Miscellaneous Provisions. a. This Agreement will be governed by Idaho law without giving effect to principles of conflict of laws.  Both parties agree to submit to jurisdiction in Idaho, and that any action brought regarding the enforcement or interpretation of this Agreement shall be filed in Ada County, Idaho.  The prevailing party in any action will be entitled to reasonable attorney’s fees and costs.  b. If any provision of this Agreement is held to be unenforceable for any reason, the remaining provisions shall remain in full force and effect.  c. The waiver of any breach of this Agreement will not operate as a waiver of any other or subsequent breach.  d. This Agreement constitutes the entire understanding and agreement between Liiingo and Customer. e. The parties to this Agreement are independent contractors, and no agency, partnership, joint venture, or employer ­employee relationship is intended or created. Neither party shall have the power to obligate or bind the other.  f. Any notices required or permitted hereunder may be given by electronic mail or fax if receipt is confirmed by the recipient, or if the notice is also sent by first class mail. Notice will be deemed given on the date the electronic mail is sent.