Last Updated – Effective Date: April 16, 2024
PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE YOU START USING THE SERVICES.
By using, accessing or installing the Services (defined below) or by clicking to accept or agree to these Terms of Use (“Terms of Use”) when this option is made available to you, you accept and agree to be bound and abide by these Terms of Use, our Privacy Policy available at https://linkroom.com/privacy-policy and, for Users (defined below) using, accessing, or participating in the VIP Fan Experience (defined below), the VIP Fan Experience Privacy Notice available at https://linkroom.com/fan-experience-privacy-policy or such other notices or supplements provided on the VIP Fan Experience subplatform associated with your use, access or participation of or with the VIP Fan Experience or the Session or Sessions you attend (collectively, “Privacy Policy”), our Community Standards (defined below), our Copyright Policy available at https://linkroom.com/copyright-policy (“Copyright Policy”), and our Mobile Application End User License Agreement available at https://linkroom.com/mobile-application-end-user-license-agreement (“Mobile Application End User License Agreement”), and each Services Agreement (defined below) and Merchant Agreement (defined below) between Linkroom (defined below ) and you (collectively, the “Agreement”), which are incorporated herein by reference.
IF YOU DO NOT WANT TO AGREE TO THESE TERMS OF USE, OUR PRIVACY POLICY, OUR COPYRIGHT POLICY, OUR MOBILE APPLICATION END USER LICENSE AGREEMENT, ANY SERVICES AGREEMENT, OR ANY MECHANT AGREEMENT, YOU MUST NOT ACCESS OR USE THE SERVICES, OR ACCEPT OR AGREE TO THESE TERMS OF USE. As explained further below, Linkroom reserves the right to update these Terms of Use in its sole discretion at any time. Your continued use of the Services (including our Website or Mobile Application, defined below ) constitutes your acceptance of such change(s).
IF YOU ARE A CLIENT (DEFINED below ), YOUR SERVICES AGREEMENT IS SUBJECT TO THESE TERMS OF USE AND OUR PRIVACY POLICY. IF YOU ARE A CLIENT AND PARTY TO A MERCHANT AGREEMENT, YOUR MERCHANT AGREEMENT IS SUBJET TO THESE TERMS OF USE.
PLEASE REGULARLY CHECK THE WEBSITE (defined below) TO VIEW THE THENCURRENT TERMS OF USE.
THESE TERMS OF USE ALSO REQUIRE ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, SEE SECTION 32 below (ARBITRATION AGREEMENT; CLASS WAIVER; WAIVER OF TRIAL BY JURY).
THESE TERMS OF USE ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE. SEE SECTION 27 below (LIMITATION ON LIABILITY) AND SECTION 33 below (LIMITATION ON TIME TO FILE CLAIMS).
We provide the Services for use only by persons located in the United States of America (the “United States”). We do not currently intend to offer the Services to users outside the United States. The Services, including our Website or Mobile Application, can be accessed from countries around the world and may contain references to services that are not available in your country. These references do not imply that Linkroom intends to announce such services in your country. If you access the Services from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
1. Introduction. Linkroom LLC (“Linkroom”, the “Company”, “our”, “us”, “we”), provides a
collaboration and communications hub, which allows Users to participate in and/or communicate with
other Users by voice and video streaming in sessions, events or meetings (“Sessions”) held in and
through one or more threedimensional (3D) virtual meeting or event rooms or spaces (“Rooms”),
through, among other things, our proprietary technology, software and platform, including our website
available at www.linkroom.com (the “Website”) and mobile access to the Website or any mobile
application owned by Linkroom and used by you in connection with products and services provided by
Linkroom (collectively, the “Mobile Application”). Such services, including the Website, the Mobile
Application, and the other services (including Site Capture Services, defined below) described herein or
in an applicable services agreement (“Services Agreement”) and/or Merchant Agreement (defined
below) between Linkroom and the holder (the “Client”) of the subscription (the “Subscription”) for
Services thereunder, are referred to herein as the “Services”.
2. Representations and Warranties. By using the Services, you represent and warrant that you are of
legal age to form a binding contract with Linkroom and meet all of the foregoing eligibility requirements.
If you are accessing or using the Services on behalf of an entity or organization, (i) your use of the
Services binds such entity or organization to these Terms of Use, (ii) the terms “you” and “your,” as used
in these Terms of Use, our Privacy Policy, our Copyright Policy, our Mobile Application End User License
Agreement, any Services Agreement or any Merchant Agreement between Linkroom and you, and any
other document or policy referenced in these Terms of Use, shall be deemed to mean both you, in your
individual capacity, and the entity or organization on whose behalf you are accessing, using or
contracting for the Services, and (iii) you represent and warrant that you are authorized by such entity
or organization to access and use the Services, enter into the Terms of Use, our Privacy Policy, our
Copyright Policy, the Mobile Application End User License Agreement, such Services Agreement, such
Merchant Agreement, and any other document or policy referenced in these Terms of Use on behalf of
such entity or organization and to bind such entity or organization to such terms, policies and
documents. IF YOU DO NOT MEET THESE REQUIREMENTS, YOU MUST NOT ACCESS OR USE THE
SERVICES.
3. Changes to the Terms of Use. We may revise and update these Terms of Use from time to time in
our sole discretion. All changes are effective immediately when we post them, and apply to all access to
and use of the Services thereafter. Your continued use of the Services following the posting of revised
Terms of Use means that you accept and agree to the changes. YOU ARE EXPECTED TO CHECK THIS
PAGE EACH TIME YOU ACCESS THE SERVICES SO YOU ARE AWARE OF ANY CHANGES, AS THEY ARE
BINDING ON YOU.
4. Overview of the Services.
(a) In General. In general, the Services are used and accessed by Clients, Administrators, Hosts
and Guests. The Client enters into a Services Agreement with Linkroom for a Subscription and other
Services, pays applicable fees and expenses for the Subscription and other Services, and designates
(through the Services) one or more Administrators. Administrators administer the Client’s Subscription
and account, may organize Sessions and designate (through the Services) one or more Hosts for Sessions. Hosts facilitate and/or make presentations at Sessions. (However, if the Services are being provided through the VIP Fan Experience, the VIP (defined below), as Host for, and acting on behalf of the Client, may schedule one or more Sessions as and to the extent permitted by the Services and these
Terms of Use, as further discussed in Section 15 below (The VIP Fan Experience)) Guests attend and
participate in Sessions. Hosts (including VIPs) and Guests access the Services (including Attending
Sessions) under the applicable Client’s Subscription and account. The roles and responsibilities of
Clients, Administrators, Hosts (including VIPs) and Guests are further discussed below.
(b) Clients. The Client is party to a Services Agreement with Linkroom, holds a Subscription for
Services under the Services Agreement (“Subscription”), holds an account with Linkroom through
Services, pays applicable fees and expenses to Linkroom under the Services Agreement, and designates
its Administrator(s).
The Services Agreement sets forth certain specific services to be provided by Linkroom, and
specific terms for the Services, including the Subscription, Site Capture Services ((if any), fees, expenses
and payment terms, and, with respect to the Client’s Subscription may specify, among other things: (i)
the maximum number of Hosts the Client may designate; (ii) the maximum number of Rooms the Client
(or its Hosts) may use or access; and (iii) the maximum number of Sessions the Client (or its Hosts) may
hold at the same time (“Simultaneous Sessions”), if and as applicable. Without Linkroom’s prior written
consent, neither the Client nor any of its Hosts may: (aa) designate more Hosts than the maximum
number of Hosts specified in the applicable Services Agreement; (bb) use or access more Rooms than
the maximum number of Rooms specified in the applicable Services Agreement; or (cc) hold more
Simultaneous Sessions than the maximum number of Simultaneous Sessions specified in the applicable
Services Agreement. If applicable, the Services Agreement will specify that the Client is subscribing for
the VIP Fan Experience, and applicable certain terms and conditions thereof. If a Client wishes to change
any of the foregoing items, it must submit details of the requested change to Linkroom in writing
pursuant to the applicable Services Agreement. If Linkroom agrees to any such change, then variations
to fees, expenses and other matters or changes may be required. The Client shall be jointly and
severally liable for the actions of any and all Users during or in connection with the Client’s Subscription,
including as set forth in Section 29 (Liability of the Client) below.
For the purposes hereof, (i) an “Affiliate” of a Person means any other Person that directly or
indirectly, through one or more intermediaries, controls, is controlled by, or is under common control
with, such Person; the term “control” (including the terms “controlled by” and “under common control
with”) means the direct or indirect power to direct or cause the direction of the management and
policies of a Person, whether through the ownership of voting securities, by contract, or otherwise; (ii)
“Attend” means with respect to a Person, that Person’s attending, participating in, viewing, observing
of, or accessing the Services with respect to, a Subscription or a Session; (iii) “Person” means an
individual, corporation, partnership, joint venture, limited liability company, governmental authority,
unincorporated organization, trust, association, or other entity; (iv) “Representative” means, with
respect to a Person (including a business, entity or organization), that Person’s and its Affiliates’
employees, officers, directors, members, managers, partners, consultants, independent contractors,
service providers, subcontractors, and other agents and representatives; and (v) “User” means any
Person who Attends a Session or otherwise accesses or uses the Services, including the Client, an
Administrator, a Host (including a VIP) or a Guest (for the avoidance of doubt, if an individual Attends
Session as a representative of, on behalf of, or at the request of, a Registered User (including a business,
entity or organization), that individual, in addition to the Registered User, will be deemed to be a
“User”).
The Client is responsible for ensuring that any Person, including any Administrator, Host
(including any VIP), Guest or other User, who uses, accesses or downloads our Mobile Application with
respect to the Client’s Subscription agrees to our Mobile Application End User License available at
https://linkroom.com/mobile-application-end-user-license-agreement
(c) Administrators. The Client will designate (through the Services) up to the maximum number of
administrators (“Administrators”) permitted by the Services. An Administrator must be an individual
and a Representative of the Client, and the Client may not designate (or attempt to designate) any
Person as an Administrator who is not an individual and a Representative of the Client. An
Administrator, for and on behalf of the Client, through the Services, may (i) change an Administrator or
(ii) terminate an Administrator or a Person’s access to the Services as an Administrator.
Each Administrator, for and on behalf of the Client, will administer and control the Subscription
and account of the Client, including: (aa) modifying and terminating access, (bb) accessing or processing
the Client’s, each Administrator’s, each Host’s, and each Guest’s data, including contents of
communications and files, as provided in the Services, and (cc) subject to the applicable Services
Agreement and these Terms of Use may organize, administer and manage Sessions under the Client’s
Subscription, including designating Hosts for particular Sessions (through the Services) in accordance
with the applicable Services Agreement and these Terms of Use, determining the Guests and invitees for
Sessions, and sending invitations to Guests and invitees.
Administrators may, for and on behalf of the Client, organize an unlimited number of Sessions
under the Client’s Subscription during the term of the Client’s Subscription, subject to limitations set
forth in the applicable Services Agreement and these Terms of Use, including the maximum number of
permitted Simultaneous Sessions specified in the applicable Services Agreement.
Guests and Hosts may also submit requests to Administrators regarding administrative
operations of their accounts, such as deletion, access, and control of User Contributions (defined below),
provisioning and deprovisioning access to the Services, managing teams and channels, and managing
access permissions.
The Client represents and warrants to Linkroom that each Administrator is an individual and a
Representative of the Client, and is authorized to use and access the Services for and on behalf of the
Client, administer the Client’s Subscription, account and the Services for and on behalf of the Client, and
take all actions as an Administrator with respect to the Client’s Subscription or account, and the
Services. Each Person acting in the capacity of, or purporting to be or to be acting in the capacity of, an
Administrator represents and warrants to Linkroom that he or she is an individual and a Representative
of the Client, and is authorized to use and access the Services for and on behalf of the Client, administer
the Client’s Subscription, account and the Services for and on behalf of the Client, and take all actions as
an Administrator with respect to the Client’s Subscription or account and the Services.
(d) Hosts. A Client’s Administrator will designate (through the Services) up to the maximum
number of hosts (“Hosts”) specified in the Services Agreement and permitted by the Services (including
Linkroom’s platform). A Host must be an individual and a Representative of the Client, and the Client
may not designate (or attempt to designate) any Person as Host who is not an individual and a
Representative of the Client. An Administrator, for and on behalf of the Client, through the Services,
may (i) change a Host or (ii) terminate a Host or a Person’s access to the Services as a Host.
A Host, for and on behalf of the Client, will make and facilitate presentations at Sessions under
the applicable Subscription. During a Session, a Host may invite Guests to applicable Sessions, and
Guests may invite other Guests to applicable Sessions. The Host controls Guests’ access to the Services
and the Session, including a Guest’s ability to speak, stream, upload information or access to
information as permitted by the Services and permitted by the applicable Services Agreement and these
Terms of Use.
If the Services for one or more applicable Sessions are being provided through the VIP Fan
Experience, (i) each person designated or engaged to be a VIP for such Session or Sessions will be
deemed to be a Host, for and acting on behalf of the Client with respect to such Session or Sessions and
(ii) as and to the extent permitted by the Services (including the VIP Fan Experience) and these Terms of
Use, the VIP, as Host for and acting on behalf of the Client, may schedule and manage such Session or
Sessions under the Client’s Subscription, determine Guests and Invitees for such Session or Sessions, and
send invitations to Guests and Invitees for such Sessions (see Section 15 (The VIP Fan Experience) below
for further details).
The Client represents and warrants to Linkroom that each Host (including each VIP) is an
individual and a Representative of the Client, and is authorized to use and access the Services for and on
behalf of the Client and take all actions as Host with respect to the Client’s Subscription or account, and
the Services. Each Person acting in the capacity of, or purporting to be or to be acting in the capacity of,
a Host (including each VIP) represents and warrants to Linkroom that he or she is an individual and a
Representative of the Client, and is authorized to, for and on behalf of the Client, use and access the
Services for and on behalf of the Client and take all actions as a Host with respect to the Client’s
Subscription or account and the Services.
(e) Guests. A “Guest” is a Person other than the Client or a Host (including a VIP, if applicable)
who Attends a Session. Guests generally attend, observe or participate in Sessions. Guests may
participate in Sessions, including by voice or video, and may upload content to a Session (such screen
sharing) or the Services to the extent permitted by the applicable Host(s), the Services and these Terms
of Use.
(f) Registered Users. Each User of the Services must register with the Services in accordance with
Section 5 (Accessing the Services, Registration and Account Security) below (a “Registered User”). You
shall not, and shall cause each of your Representatives not to, Attend any Session or otherwise use or
access the Services, unless you and any Person accessing the Services on your behalf each are Registered
Users. You shall not, and shall cause each of your Representatives (including your Hosts) not to, permit
any Person who is not a Registered User to use or access the Services (including Attending any Session).
Without limiting the foregoing, the Client shall not, and shall cause each of its Representatives
(including its Hosts and VIPs) not to, permit any Person who is not a Registered User to Attend any
Session or otherwise access the Services. The Client is responsible for ensuring that each User is a
Registered User. If a User Attends a Session as a Representative of a Registered User, that User must be
authorized by the Registered User to Attend the Session and take all actions for and on behalf of the
Registered User during, at or with respect to the Session or the Services. Neither the Client nor any Host
(including any VIP) shall permit a Person (a “Purported Guest”) to Attend a Session, otherwise use or
access the Services, or take any action at a Session or otherwise with respect to the Services under the
applicable Subscription for or on behalf of another Person (including a Registered User) (the “Principal
Guest”) if that Purported Guest is not a Registered User who is authorized to Attend a Session, otherwise use or access the Services, or take any action at a Session or otherwise with respect to the
Services for and on behalf of the Principal Guest.
For the avoidance of doubt, if a Representative of Linkroom accesses or uses the Services, he or
she shall be deemed to be a “User”, his or her access and use of the Services shall be governed by these
Terms of Use.
(g) No Transfer or Assignment of Administrative Functions. Except to the extent set forth in
Section 4(c) (Administrators) above, Section 4(d) (Hosts) above or Section 15 (The VIP Fan Experience)
below, without the prior written consent of Linkroom, none of the responsibilities, duties, or functions
of a Client, Host or VIP (including administrative functions) may be assigned, delegated, subcontracted,
sublicensed or otherwise transferred to any Person.
(h) Rooms. Unless otherwise specified in the Services Agreement, Sessions will be held in one or
more Rooms designed, generated and owned by Linkroom, and provided by Linkroom for your use
through the Services (“Company Rooms”). (For the avoidance of doubt, “Company Rooms” do not
include Site Capture Rooms, which are defined and discussed below.) To the extent permitted by the
Services, and subject to these Terms of Use and the applicable Services Agreement, an Administrator or
a Host, for and on behalf of the Client, may make modifications to a Room (including adding Digital
Assets). Except as set forth in the Services Agreement, Linkroom shall not be obligated to modify or
make any modifications or alterations to any Room.
(i) Digital Assets. The Services contain features through which virtual items, including virtual
furniture, booths, pictures or images of other movable personal property may be uploaded to a Room
and the Services (“Digital Assets”).
(i) Linkroom, through the Services, may upload one or more Digital Assets to a Room (each, a
“Linkroom Digital Asset”) for or during a Session (including Site Capture Services). Except to the extent
set forth in the Services Agreement, Linkroom shall not be obligated to provide, remove, modify or alter
any Linkroom Digital Asset from any Room or Services.
(ii) A Host, for and on behalf of the Client, in a manner and to the extent permitted by the
Services, may upload one or more of the Client’s Digital Assets to a Room (each, a “Client Digital Asset”)
through interactive features on Services for or during a Session to the extent permitted by the Services
and subject to these Terms of Use and applicable Services Agreement. Guests may perform screen
sharing during a Session, with the permission of the Host. Except to the extent set forth in the
immediately preceding sentences, no Client, Administrator, Host, Guest or other User may upload any
Digital Asset to the Services (including any Room).
(j) Site Capture Services; Site Capture Rooms. If a Services Agreement provides that Linkroom will
provide Site Capture Services, Linkroom shall perform site capture services, which may include taking
digital photographs of the site(s), space(s) or premises specified in the Services Agreement, rendering or
generating one or more Rooms based on such sites(s), space(s) or premises to be available through the
Services for one or more of the Client’s Sessions, or such other services and at such site(s), spaces(s) or
premises specified in the Services Agreement (“Site Capture Services”). In connection with Linkroom’s
provision of Site Capture Services, the Client shall, and shall cause its Representative and the owners or
occupants (as applicable) of the applicable site(s) or premises to: (i) provide Linkroom and its
Representatives with access to the site(s), space(s) or premises that are the subject of the Site Capture
Services to enable Service Provider to provide the Site Capture Services; (ii) cooperate fully with Linkroom in all matters relating to the Site Capture Services; (iii) make all arrangements and take all
steps necessary to ensure the safety of Linkroom’s Representatives in performing the Site Capture
Services; (iv) take all actions required under the Services Agreement (including the applicable Site
Capture Services Addendum thereto) or otherwise requested by Linkroom; and (v) take all steps
necessary, including obtaining any authorizations, consents, licenses and permits to enable Linkroom to
perform the Site Capture Services and prevent delays in our provision of the Services (including the Site
Capture Services) required or requested by Linkroom. A Room rendered or generated by Linkroom
through the Site Capture Services is referred to herein as a “Site Capture Room”. If the Services
Agreement so provides, a Session may be held in a Site Capture Room.
For the avoidance of doubt, if a Client’s Services Agreement does not provide for Site Capture
Services or for one or more Sessions to be held in a Site Capture Room, then Sessions under the Client’s
Subscription will be held in one or more Company Rooms provided by Linkroom through the Services, as
described in Section 4(h) above.
(k) Geographic Restrictions. Linkroom is based in the State of Illinois in the United States. We
provide the Services for use by Persons located in the United States. We make no claims that the
Services are accessible or appropriate outside of the United States. Access to the Services may not be
legal by certain persons or in certain countries. If you access the Services from outside the United States,
then you do so on your own initiative and at your own risk.
(l) Users Outside of the United States. The Services are not currently intended for use outside of the
United States and the United States territories. The data protection and other laws of the United States
and other countries might not be as comprehensive as those in your country. By using the Services as
well as communicating with a Linkroom representative via email, telephone, or through other means,
you understand and acknowledge that your information will be transferred to our facilities (located
within the United States) and to the facilities of those third parties with whom we share it as described
in our Privacy Policy.
5. Accessing the Services, Registration and Account Security. We reserve the right to terminate,
withdraw or amend the Services, any Subscription and any service or material we provide on the
Services (including Rooms and Digital Assets), in our sole discretion without notice. Except as set forth in
an applicable Services Agreement, we will not be liable if for any reason all or any part of the Services is
unavailable at any time or for any period. From time to time, we may restrict access to some parts of
the Services, any Subscription, or the entire Website or Mobile Application, to Users (including
Registered Users).
You are responsible for both:
To access the Services or some of the resources it offers, you may be asked to provide certain
registration details or other information. It is a condition of your use of the Services that all the
information you provide on the Services is correct, current and complete. You agree that all information
you provide to register with the Services or otherwise, including through the use of any interactive features on the Services, is governed by our Privacy Policy and you consent to all actions we take with respect to your information consistent with our Privacy Policy.
If you choose, or are provided with, a user name, password or any other piece of information as part
of our security procedures, you must treat such information as confidential, and you must not disclose it
to any other Person. You also acknowledge that your account or registration with the Services is
personal to you and agree not to provide any other person with access to the Services or portions of it
using your user name, password or other security information. You agree to notify us immediately of
any unauthorized access to or use of your user name or password or any other breach of security. You
also agree to ensure that you exit from your account at the end of each Session. You should use
particular caution when accessing your account or registration with the Services from a public or shared
computer so that others are not able to view or record your password or other personal information.
We have the right to disable any user name, password or other identifier, whether chosen by
you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion,
you have breached or violated any provision of these Terms of Use.
6. Intellectual Property Rights; License; Restrictions.
(a) Except to the extent otherwise set forth in these Terms of Use or an applicable Services
Agreement, Linkroom grants you a limited, revocable, nonexclusive, nontransferable, and personal right
to access and use the Services and its contents, features and functionality (including but not limited to
information, software, text, displays, images, video and audio, and the design, selection and
arrangement thereof), materials and properties incorporated therein, including the Website, the Mobile
Application, any Digital Assets (including Linkroom Digital Assets) and the Rooms (including Site Capture
Rooms), and all Intellectual Property Rights (defined below), to the extent permitted by the Services,
and subject to these Terms of Use and your Services Agreement (if you are a party to a Services
Agreement); and (ii) neither the Services nor any component thereof are sold to you by Linkroom.
(b) Except to the extent otherwise set forth in these Terms of Use or an applicable Services
Agreement, the Services and its entire contents, features and functionality (including but not limited to
all information, software, text, displays, images, video and audio, and the design, selection and
arrangement thereof), materials and properties incorporated therein, including the Website, the Mobile
Application, any Digital Assets (including Linkroom Digital Assets) and the Rooms (including Site Capture
Rooms), and all Intellectual Property Rights are exclusively owned by Linkroom, its licensors or other
providers of such material, and are protected by United States and international copyright, trademark,
patent, trade secret and other intellectual property or proprietary rights laws, and you do not have
under or in connection with these Terms of Use, any Services Agreement, or any other agreement or
arrangement, any interest in any of the Services or any content, feature, functionality, material or
property thereof or incorporated therein or in any related Intellectual Property Rights, subject only to
the limited rights granted to you under (i) these Terms of Use and (ii) your Services Agreement (if you
are party to a Services Agreement).
(c) When you appear in, create, upload, post, or send any User Contributions (as that term is
defined below) , you also hereby grant Linkroom and its affiliates, assigns, licensees, legal
representatives, and business partners, and other users of the Services an unrestricted, sublicensable
(through multiple tiers of sublicensees), fullyassignable, worldwide, royaltyfree, irrevocable, and
perpetual right and license to use the name, likeness, image, persona, voice, performance, remarks,
quotes, responses, opinions, declarations or any other material or written expressions communicated by you, in any audio, visual, and audiovisual recordings (such as photographs, video tape, audio tape, and
digital files), taken or to be taken of you by or on behalf of Linkroom (collectively, the “Likeness”), of
anyone featured in the User Contribution for commercial and noncommercial purposes, including in
connection with the sale, offering for sale, licensing, marketing, commercialization, display,
performance, promotion and other exploitation of the User Contribution. This license includes the right
to: (i) reproduce, modify, create derivative works of, and otherwise use the Likeness or derivative works
thereof, in whole or in part, in any manner and matter or in combination with any other material, in any
format or media, whether now existing or hereafter devised, including, but not limited to, text, data,
images, photographs, illustrations, animation and graphics, video, audio, and all formats of computer
readable electronic, magnetic, digital, laser, or opticalbased media, including any User Contributions
(the “Works”); (ii) use and permit to be used your name (including nicknames(s), voice, likeness, and
biographic information, any other data identifying you, whether in original or modified form, in
connection with the Works as we may choose; (iii) publicly display, publicly perform, sell, rent, distribute
(directly or indirectly), transmit, or broadcast the Works by any means now known or hereafter devised.
You acknowledge that we are under no obligation to use, distribute, exhibit, or exploit the Likeness or
any User Contributions. You acknowledge you have no ownership rights in the Works. You waive any
right that you may have to prior inspection or approval of the Works. You further waive any and all
rights of privacy, publicity, or any other rights of a similar nature in connection with the Works, or any
portion thereof, including without limitation your name and likeness, or any advertising or publicity
relating thereto.
Except to the extent otherwise set forth in these Terms of Use or an applicable Services Agreement,
you hereby unconditionally and irrevocably assign to Linkroom, your entire right, title, and interest in
and to any Intellectual Property Rights that you may now or hereafter have in or relating to the Services,
and all properties and materials incorporated therein, provided thereby, or relating thereto, including
the Website, the Mobile Application, the Digital Assets, any Site Capture Room, or in any related
Intellectual Property Rights, whether held or acquired by operation of law, contract, assignment or
otherwise.
You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly
perform, republish, download, store or transmit any of the material on the Services (including the
Website and Mobile Application), except as follows:
You must not:
If you wish to make any use of material on the Services other than that set out in this Section 6 ,
please address your request to: support@linkroom.com
If you print, copy, modify, download or otherwise use or provide any other Person with access
to any part of the Services in breach of the Terms of Use or an applicable Services Agreement, your right
to use the Services will cease immediately, and you must, at our option, return or destroy any copies of
the materials you have made. No right, title or interest in or to the Services or any content on the
Services is transferred to you, and all rights not expressly granted are reserved by Linkroom. Any use of
the Services not expressly permitted by these Terms of Use incorporated herein or your Services
Agreement is a breach of these Terms of Use and may violate copyright, trademark and other laws.
“Intellectual Property Rights” means any and all registered and unregistered rights granted,
applied for, or otherwise now or hereafter in existence under or related to any patent, copyright,
trademark, trade secret, database protection, or other intellectual property, and all similar or equivalent
rights or forms of protection, in any part of the world.
7. Ownership of Digital Assets and Site Capture Rooms. Notwithstanding anything to the contrary in
Section 6 above (Intellectual Property Rights; License; Restrictions), you and your licensors shall retain
your respective rights in and to any Intellectual Property Rights incorporated into any (a) Client Digital
Asset uploaded or posted to the Services (including the Website, the Mobile Application or a Room) by
you or your Representative or (b) Site Capture Room. You, on behalf of yourself and each of your
licensors, hereby grant Linkroom a perpetual, royaltyfree license to use, commercialize, modify, correct,
adapt translate, enhance, or otherwise prepare derivative works or improvements of any such Digital
Asset or Site Capture Room. Such license may not be transferred by Linkroom; provided; however, that
Linkroom may, without your or any of your licensors’ consent, transfer such license to an affiliate or
subsidiary of Linkroom or to an assignee, transferee or successor of or to all or substantially all of the
business or assets of Linkroom or a majority of the voting equity securities of Linkroom. You shall obtain
all required authorizations and consents from all owners and licensors of Intellectual Property Rights in
or to any such Client Digital Asset or Site Capture Room to ensure Linkroom’s rights under these Terms
of Use (including this Section 7 ), Section 6 (Intellectual Property Rights; License; Restrictions) above or
Section 15 (The VIP Fan Experience, as applicable), and you represent and warrant to Linkroom that you
have the authority to grant such license, and that you have obtained all such authorizations and
consents, and secured all such rights in favor of Linkroom.
8. Trademarks. Without limiting Section 6 above (Intellectual Property Rights; License; Restrictions),
Linkroom name, the terms “LINKROOM” and “LINKPAD”, “VIP Fan Experience”, Linkroom logo and all
related names, logos, product and service names, designs and slogans are trademarks of Linkroom. You
must not use such marks without the prior written permission of Linkroom. All other names, logos,
product and service names, designs and slogans on the Services are the trademarks of their respective
owners.
9. User Contributions. The Services may contain features such as message boards, chat rooms,
personal web pages or profiles, forums, bulletin boards, presentations, audio files, sounds or music,
images, screen sharing, audio, visual or image streaming, recording, or sharing, other interactive
features (collectively, “Interactive Services”), and/or other features related to the production of
Commemorative Mementos (defined below), each of which may comprise your personally identifiable
information, name, voice, image or likeness. Such Interactive Services allow Users to post, upload,
submit, publish, display or transmit to other users or other persons (hereinafter, “post”) content or
materials (collectively, “User Contributions”) on or through the Services. (“User Contributions” do not
include Client Digital Assets or Site Capture Rooms.) All User Contributions must comply with the
Content Standards set out in these Terms of Use and the Community Standards. Any User Contribution
you post to the Services (including the Website) will be considered nonconfidential and nonproprietary.
By providing any User Contribution on the Services, you grant Linkroom, its affiliates, its subsidiaries,
and their respective service providers, and each of our and their respective licensees, successors and
assigns the right to use, reproduce, modify, perform, display, distribute and otherwise disclose to
third parties any such material according to your account settings or for other marketing or
promotional purposes.
You represent and warrant that:
You understand and acknowledge that you are responsible for any User Contributions you
submit or contribute, and you, not Linkroom, have full responsibility for such content, including its
legality, reliability, accuracy and appropriateness. Without limiting the foregoing, the Client shall be
responsible for ensuring that any and all User Contributions submitted by each User under, in
connection with or relating to the services complies with these Terms of Use, and their legality,
reliability, accuracy and appropriateness.
We are not responsible, or liable to any third party, for the content or accuracy of any User
Contributions posted by you or any other user of the Services.
10. Representations, Warranties and Covenants of Users regarding Information, User Contributions
and Intellectual Property. Without limiting any provision of these Terms of Use, each User, on behalf of
itself, himself, or herself, and the Client, on behalf of and with respect to itself, and with respect to each
User that uses or accesses the Services in connection with such Client’s Subscription, represents,
warrants, and covenants to Linkroom that: (a) each such User (including the Client) is authorized to use,
display, disclose, upload or transfer the Services or Linkroom, all names, trademarks, logos, copyrights,
information, and other intellectual properties (and all related Intellectual Property Rights therein or thereto), including such items (and all related Intellectual Property Rights therein or thereto) that are
owned by third parties, that such User uses, displays, discloses, or uploads or transfers to Linkroom in
connection with such User’s use and access of the Services (including during any Session); (b) Linkroom
is authorized to use, display, disclose, or have uploaded or transferred to the Services or Linkroom, all
such items (and all related Intellectual Property Rights therein or thereto) in connection with Linkroom’s
provision of the Services (including pursuant to the applicable Services Agreement and the Terms of
Use); (c) Linkroom will be granted and acquire all rights in and to such items (and all related Intellectual
Property Rights therein and thereto) as set forth in the applicable Services Agreement and these Terms
of Use; (d) Linkroom’s use, display, disclosure or possession of such items (including on or through the
Services) and acquisition of rights in and to such items (and the related Intellectual Property Rights
therein or thereto) in accordance with the applicable Services Agreement and the Terms of Use will not
infringe or otherwise violate the intellectual Property Rights of any Person; and (e) each such User
(including the Client) has obtained and will obtain all authorizations or consents from the owners and
licensors of such items (and the Intellectual Property Rights therein and thereto) for Linkroom to (i) use,
display, disclose, have uploaded or transferred to the Services or Linkroom, or possess (including
through the Services) such items (and the Intellectual Property Rights therein and thereto) in connection
with the Services in accordance with applicable Services Agreement and the Terms of Use; and (ii)
acquire the rights (including Intellectual Property Rights) in such items as set forth in the applicable
Services Agreement and the Terms of Use. The Client shall be liable for any and all Losses (defined
below) suffered or incurred by any Linkroom Party arising out of or resulting from any breach by Client
of this Section 10 . The Client and the User shall be jointly and severally liable for any and all Losses
incurred by any Linkroom Party arising out of or resulting from any breach by Client of this Section 10.
11. Prohibited Uses. You may use the Services only for lawful purposes and in accordance with these
Terms of Use, the applicable Community Standards, and the applicable Services Agreement.
The Services are currently intended for individuals over the age of 18 and who are living in the United
States or a United States territory. You are agreeing that (a) you are at least age 18 and are living in the
United States or a United States territory, (b) you are not a person who is barred from using the Services
under the laws of the United States or any other applicable jurisdiction—including, for example, that
you do not appear on the U.S. Treasury Department’s list of Specially Designated Nationals or face any
other similar prohibition, and (c) you are not a convicted sex offender.
You agree not to use the Services:
Additionally, you agree not to:
12. Monitoring and Enforcement. We have the right to:
Without limiting the foregoing, we have the right to fully cooperate with any law enforcement
authorities or court order requesting or directing us to disclose the identity or other information of
anyone posting any materials on or through the Services. YOU WAIVE AND HOLD HARMLESS THE
COMPANY, ITS AFFILIATES, ITS SUSBIDIARIES AND THEIR REPSECTIVE LICENSEES AND SERVICE
PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING
PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A
CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
However, we do not undertake to review material before it is posted on the Services, and cannot
ensure prompt removal of objectionable material after it has been posted. ACCORDINGLY, WE
ASSUME NO LIABILITY FOR ANY ACTION OR INACTION REGARDING TRANSMISSIONS,
COMMUNICATIONS OR CONTENT PROVIDED BY ANY USER OR THIRD PARTY. WE HAVE NO LIABILITY
OR RESPONSIBILITY TO ANYONE FOR PERFORMANCE OR NONPERFORMANCE OF THE ACTIVITIES
DESCRIBED IN THIS SECTION 12.
13. Content Standards. These content standards (“Content Standards”) apply to any and all User
Contributions and use of Interactive Services. User Contributions must in their entirety comply with all
applicable federal, state, local and international laws and regulations. Without limiting the foregoing,
User Contributions must not:
14. Copyright Infringement. If you believe that any User Contributions, Digital Assets, or Rooms
(including a Site Capture Room) violate your copyright, please see our Copyright Policy available at
https://linkroom.com/copyright-policy, for instructions on sending us a notice of copyright infringement.
It is the policy of Linkroom to terminate the user accounts of repeat infringers.
15. The VIP Fan Experience.
(a) In General. Linkroom offers a specialized additional product feature called the VIP Fan
Experience (the “VIP Fan Experience”). The VIP Fan Experience is a specialized subplatform and
grouping of Rooms on the Services through which Guests may virtually meet and speak with one or
more specified persons, which may include celebrities, athletes, or other persons of interest (“VIPs”)
designated by the applicable Client during applicable Sessions. Sessions will be held through the VIP Fan
Experience only pursuant to a Service Agreement between Linkroom and Client that specifically provides
for one or more of the Client’s Sessions to be held through the VIP Fan Experience.
If a Client enters into a Service Agreement providing for one or more Sessions through the VIP
Fan Experience or (ii) a User (including a Guest or VIP) registers for a Session through the VIP Fan
Experience through the Services, then that User will be subject to the terms and conditions of this
Section 15 with respect to applicable Sessions, in addition to the other terms and conditions of these
Terms of Use; provided that in the event of a conflict between a term in this Section 15 and a term
elsewhere in these Terms of Use, the term in this Section 15 will govern. A Client may be required under
a Services Agreement to enter into a merchant agreement with Linkroom (“Merchant Agreement”)
setting forth certain terms regarding payment accounts, payment processing and other matters.
(b) Guests.
(i) SignUp. Each Guest must signup or register with the Services for the VIP Fan Experience
in the manner provided by the Services in accordance with Section 5 (Accessing the Services,
Registration and Account Security). At signup, the Guest will enter his or her credit card information
through a link on the Services with the thirdparty payment processor. At this time, the third party
payment processor will confirm and preauthorize the Guest’s credit card (see Section 15(d) (Payment
Processing) below.)
At signup, if, as and to the extent permitted by the Services for the applicable Session,
the Guest may enter one or more questions for VIP, which the VIP may answer while meeting with the
Guest in the VIP Room during the Session (see below). Notwithstanding anything to the contrary in these Terms of Use, the VIP will not be obligated to answer any such question entered by any Guest.
The price or prices to be charged to Guests for a Session (including for Commemorative Mementos, will
be as set forth on the Services at the time of registration for the Session.
(ii) Camera and Microphone Settings. The Services will request that the Guest confirm that
his or her camera and microphone settings function in connection with the Services. If the camera or
microphone settings do not function in connection with the Services, the Guest may opt to exit the
Services.
(iii) Commemorative Mementos; Photograph of Guest. A particular Session may give the
Guest the opportunity to purchase one or more memorabilia or memento items (each, a
“Commemorative Memento”), which may include one or more photographs of the Guest with the VIP,
or other item. The price or prices for the applicable Commemorative Memento or Commemorative
Mementos will be as set forth on the Services; provided that if specified on the Services, the price for a
particular Commemorative Memento may be free or include other prices or fees relating to the VIP Fan
Experience or the Services, including session attendance fees for the particular Session. The type or
template of or for a Commemorative Memento for an applicable Session will be as set forth on the
Services. If the applicable Commemorative Memento is in the form of a photograph, provided that the
photograph complies with Content Standards, the Guest may take a digital photograph of himself or
herself to be used for the Commemorative Memento, which the Guest may upload to the Services and
in the manner permitted by the Services, and which will combine and include the photograph of the
Guest and a photograph of the applicable VIP(s). The Guest may retake a photograph of himself or
herself until the Guest confirms the photograph is final through the Services or up to the maximum
times permitted by the Services.
(iv) Queue. The Guest will enter a queue before meeting with the VIP. Guests will enter and
be ordered in the Queue in the order of their respective signup, confirmation of functioning equipment,
confirmation of digital photograph (as applicable). If the VIP Fan Experience provides for an Entry Room
for the applicable Session, then after waiting in the Queue, the Guest will enter the Entry Room. If the
VIP Fan Experience does not provide for an Entry Room for the applicable Session, then after waiting in
the Queue, the Guest will enter the VIP Room (defined below). A Guest will be notified of his or her
estimated waiting time in the Queue through the Services.
(v) Entry Room. The VIP Fan Experience for an applicable Session may provide for one or
more Rooms prior to meeting the VIP (collectively, the “Entry Room”). While in the Entry Room, the
Guest will be able to interact with the elements in the Entry Room as and to the extent permitted by the
Services. A Guest will be notified of his or her estimated waiting time in the Entry Room through the
Services. The Guest’s credit card will be charged the price or prices for or relating to the Session
described in this Section 15 when the Guest enters the Entry Room (see Section 15(d) , below). After
the Entry Room, the Guest will enter the VIP Room (defined below).
(vi) VIP Room. The Guest will virtually meet with the VIP or VIPs for the applicable Session in
a separate Room (the “VIP Room”). Once the Guest enters the VIP Room, the Guest will have access to
the VIP Room to virtually meet with the VIP for the meeting time specified by the Services, unless the
Session or the Guest’s access to the VIP Room is earlier terminated in accordance with the Terms of Use.
If the VIP Fan Experience does not provide for an Entry Room for the applicable Session, the Guest’s
credit card will be charged the price or prices for or relating to the Session described in this Section 15
when the Guest enters the VIP Room (see Section 15(d) , below).
If the Services provide that the Guest may request additional time for the VIP Room, the Guest
may request additional time to meet with the VIP in the VIP Room in the manner and to the extent
permitted by the Services. The VIP, in his or her sole discretion, may grant the Guest’s request for such
additional time to access the VIP Room. If the VIP grants the Guest’s request, the Guest’s access to the
VIP Room will be extended for the time permitted by the Services, unless the Session or the Guest’s
access to the VIP Room is earlier terminated in accordance with the Terms of Use. Notwithstanding
anything to the contrary in these Terms of Use, in no event will a VIP be obligated to grant any Guest’s
request for additional time in or access to the VIP Room. Linkroom shall have no liability for any VIP’s
refusal to permit the Guest additional time to access the VIP Room. If the Guest’s request for
additional time in the VIP Room is granted by the VIP, the Guest’s credit card will be charged for such
additional time for the price or prices specified on the Services.
After the Guest’s time to access the VIP Room has expired (including any extensions thereto
under these Terms of Use), if the applicable VIP Fan Experience Session provides for an Exit Room
(defined below), the Guest will be automatically transitioned to the Exit Room. However, if the VIP Fan
Experience Session does not provide for an Exit Room, the Guest’s access to the Session will
automatically terminate.
(c) Exit Room. If the applicable VIP Fan Experience Session so provides, then after the meeting
with the VIP has finished or the Guest has otherwise left the VIP Room, the Guest will enter the final
room of Session (the “Exit Room”). The Guest will have access to the Exit Room for the maximum period
of time provided by the Services, after which, the Guest’s access to the Session and the Services will
automatically be terminated by the Services.
(d) Payments by Guests; Payment Processing.
(i) All Payments by Credit Cards. All payments by Guests must be made by credit card.
Guests will enter their credit card information with the thirdparty payment processor at signup with the
Services via a link on the VIP Fan Experience (see Section 15(b)(i) above).
(ii) Timing of Payment.
(A) If the VIP Fan Experience provides for an Entry Room for the applicable Session, the
Guest’s credit card will be charged the price or prices for or relating to the Session described in this
Section 15 when the Guest enters the Entry Room. If the VIP Fan Experience does not provide for an
Entry Room for the applicable Session, the Guest’s credit card will be charged the price or prices for or
relating to the Session described in this Section 15 when the Guest enters the VIP Room. If a Guest’s
request for additional time in the VIP Room is granted by the VIP pursuant to Section 15(b)(vi) above ,
the Guest’s credit card will be charged for such additional time for the price or prices specified on the
Services.
For the avoidance of doubt, (A) if the VIP Fan Experience provides for an Entry Room
for the applicable Session, and the Guest exits the Session before being given access to the Entry Room,
that Guest’s credit card will not be charged; or (ii) if the VIP Fan Experience does not provide for an Entry
Room for the applicable Session, and the Guest exits the Session before being given access to the VIP
Room, that Guest’s credit card will not be charged.
(iii) Payments to Client. All payments by Guests, including the prices or prices for attending a
Session and for the purchase of products or services in connection with an applicable Session, will be made and deemed to be made to the Client holding the applicable Session. The price or prices and
payment terms for attending a Session and for the purchase of products or services in connection with
an applicable Session will be as set forth on the Services (including Website or Mobile Application) for
that Session, as well as the third party payment processor’s terms (see Section 15(d)(iv) below).
(iv) Third Party Payment Processor. Credit card payments will be processed by a thirdparty
payment processor. Linkroom, in its sole discretion, shall determine the thirdparty payment processor,
including the thirdparty payment processor for any Session, sale, or purchase. A thirdparty payment
processer may assess a processing fee. If the thirdparty payment processor for the applicable Session,
sale, or purchase is Stripe, information regarding Stripe’s payment processing services is available
at https://stripe.com. If a different thirdparty payment processor is used by the Company for an
applicable Session, sale, or purchase, information regarding the payment processing services of such
thirdparty payment processor may be available on such thirdparty payment processor’s website.
Linkroom does not collect, receive or retain any payment information of any Guest.
(v) Disputes and Refunds. Occasionally, a Guest or other User of the VIP Fan Experience may
dispute a credit card charge in connection with his, her or its payment made through the Services. All
refunds are handled by the Client that held the applicable Session in accordance with that Client’s
refund policy. A Guest or other User must direct any and all disputes regarding a charge to his, her or
its credit card to the Client that held the applicable Session in accordance with the Client’s refund policy,
and Linkroom is not obligated to entertain or participate in any dispute regarding a charge to a Guest’s
or other User’s credit card.
Linkroom is not responsible for handling or communicating a Client’s refund policy or
processing refunds, including for any errors processing a refund, the failure to provide a refund, the
failure of a Client to communicate about a refund, or any chargebacks related to a refund. The Client
shall be responsible for all amounts incurred by Linkroom relating to any refund to a Guest, and shall
promptly reimburse Linkroom for any and all fees, amounts and payments made or incurred by
Linkroom relating to any such refund, including without limitation, chargeback fees relating to any such
refund; provided, however, that the Client shall not be obligated to reimburse Linkroom for any
amounts paid or surrendered by Linkroom in connection with a refund to the extent that the necessity
for such refund is caused by Linkroom’s gross negligence or willful misconduct.
(e) VIPs.
(i) Agreements with VIPs. The Client must enter into a written agreement with each VIP for
the VIP’s participation in a particular Session or Sessions (as applicable). Each VIP is and will be deemed
to be a Host for, and acting for and on behalf of, the Client with respect to the applicable Session. A VIP
is not a Representative or agent of, and does not act for or on behalf of, Linkroom. The VIP and Client
are jointly and severally liable for any and all Loses suffered or incurred by any Linkroom Party arising
out of or in connection with any act or omission of the VIP. Linkroom is not responsible for any act or
omission any of VIP.
(ii) Payment of VIPs. The Client will be solely responsible for compensating or otherwise
paying its VIPs for or in connection with participating in the applicable Session or Sessions, including any
fees, compensation or other payment relating to participation, appearance, promotion of the Session,
the VIP Fan Experience, the Services, Linkroom or any Intellectual Property Right of or relating to the
VIP, including relating to the VIP’s name, image or likeness of the VIP or any collective group rights
relating thereto. Notwithstanding anything to the contrary in these Terms of Use, in no event will Linkroom be obligated to make any payment to a VIP, including any fees, compensation or other
payment relating to participation, appearance, or intellectual property rights.
(iii) Functionality. The Client will provide to Linkroom the name and contact information of
the VIP for a particular one or more Sessions as required or requested by the Services or otherwise by
Linkroom. Linkroom may provide the VIP access to the Services as and to the extent provided by the
Services and these Terms of Use by the Services or otherwise by Linkroom. The VIP must register with
the Services as and to the extent provided by the Services and these Terms of Use, including Section 5
(Accessing the Services, Registration and Account Security). Notwithstanding anything to the contrary in
these Terms of Use, Linkroom, in its sole discretion, may refuse to accept any Session or any VIP
submitted or proposed by a Client.
For an applicable Session, as and to the extent permitted by the Services, the VIP, as a
Host and acting on behalf of the Client: (A) will be provided a landing page URL for the applicable
Session that the VIP may share with potential Guests to promote the Session; (B) will be able to start the
Session, (C) will be able to see the number of Guests enrolled and in the queue, as well as the name and
optional question provided by the Guest to next meet with the VIP in the VIP Room. In the matter
provided by and to the extent permitted by the Services; and (D) may extend the meeting time for a
Guest in the VIP Room (up to the maximum extension period permitted by the Services for the Session);
provided, that a VIP will not be obligated to extend any meeting time in the VIP Room.
Further, during or for an applicable Session, as and to the extent permitted by the
Services, the VIP, as a Host of, agent of, and acting on behalf of the Client, may remove or restrict access
of a Guest to a Session or any Room (including the VIP Room) of Session for violation of the Community
Standards and Rules provided on the VIP Fan Experience subplatform associated with the Session or
Sessions you attend (the “Community Standards”) or these Terms of Use. Refunds will not be issued to
a Guest who is removed or restricted for violating the Community Standards or these Terms of Use.
As and to the extent permitted by the Services, the VIP must promptly notify Linkroom of
any technical difficulty relating to the Session, including involving the VIP’s or any Guest’s camera or
microphone malfunctioning, or being unable to hear or see any Guest, or of a Guest whose access to the
Services or Session the VIP terminates, refuses or restricts.
16. Publicity. If you are a Client or Guest, you agree, in your capacity as a Client or Guest, to participate
in activities as requested by Linkroom, including providing quotes, participating in case studies, press
releases, and/or testimonial advertisements describing your experiences as a Client with the use of the
Services, including the Linkroom platform, Rooms and Site Capture Services (collectively “Publicity“),
provided that Linkroom will obtain your approval of the Publicity content prior to the first public release
of the Publicity. You, as a Client or Guest, grant to Linkroom a limited, worldwide, nonexclusive,
nontransferable, royaltyfree right and license to publish, use, reference and display the final, approved
Publicity, in whole or through unedited excerpts, in all forms of media and for any purpose including
publicity, advertising, and marketing in all forms of media, in Linkroom’s sole discretion.
Reliance on Information Posted. The information presented on or through the Services is made
available solely for general information purposes. We do not warrant the accuracy, completeness or
usefulness of this information. Any reliance you place on such information is strictly at your own risk.
We disclaim all liability and responsibility arising from any reliance placed on such materials by you or
any other visitor to the Services, or by anyone who may be informed of any of its contents. The Services may include content provided by third parties, including materials provided by other
Users, bloggers and thirdparty licensors, syndicators, aggregators and/or reporting services. All
statements and/or opinions expressed in these materials, and all articles and responses to questions and
other content, other than the content provided by Linkroom, are solely the opinions and the
responsibility of the Person providing those materials. These materials do not necessarily reflect the
opinion of Linkroom. We are not responsible, or liable to you or any third party, for the content or
accuracy of any materials provided by any third parties.
18. Changes to the Services. We may update the content on the Services from time to time, but the
Services’ (including the Website’s or the Mobile Application’s) content is not necessarily complete or
uptodate. Any of the material on the Services may be out of date at any given time, and we are under no
obligation to update such material.
19. Export Regulation. The Services may be subject to US export control laws, including the Export
Control Reform Act and its associated regulations. No User shall, and each User (including each Client,
Administrator, Host and Guest) shall cause its Representative not to, directly or indirectly, export,
reexport, or release the Services to, or make the Services accessible from, any jurisdiction or country to
which export, reexport, or release is prohibited by law, rule, or regulation. Each User shall, and each
User shall cause its Representative to, comply with all applicable federal laws, regulations, and rules,
and complete all required undertakings (including obtaining any necessary export license or other
governmental approval), prior to exporting, reexporting, releasing, or otherwise making the Services
available outside the US. You shall be liable for the violation of any export control laws, including the
Export Control Reform Act and its associated regulations by you or any of your Representatives.
20. US Government Rights. The Website and Mobile Application are commercial computer software, as
such term is defined in 48 C.F.R. §2.101. Accordingly, if you are an agency of the US Government or any
contractor therefor, you receive only those rights with respect to the Website or the Mobile Application
as are granted to all other end users under license, in accordance with (a) 48 C.F.R. §227.7201 through
48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R.
§12.212, with respect to all other US Government licensees and their contractors.
21. Data Protection and Privacy; Information about You and Your Visits to the Services.
(a) Data Protection and Privacy. Guest and User privacy is important to us. Our Privacy Policy
describes how we collect, use, and protect the information we collect from or about you. By using the
Services, you understand and acknowledge that how we are handling your Personal Data is in our
Privacy Policy and you agree that you have read and understand the Privacy Policy. Our use, disclosure,
license and other interaction with the User Contributions and other content is also governed by the
Privacy Policy. We use commercially reasonable efforts to employ security measures in accordance with
the Privacy Policy. You acknowledge that any security measures may be vulnerable to unauthorized
access or use notwithstanding Linkroom’s efforts. In consideration of our provision of the Services, you
accept the full risk of any security failures.
(b) Information about You and Your Visits to the Services. All information we collect on the
Services is subject to our Privacy Policy. By using the Services, you consent to all actions taken by us
with respect to your information in compliance with the Privacy Policy.
In addition, through automatic features of our platform, we monitor and track usage of the Services,
including the number of Hosts and other Users using or access the Services, the number of hours Users
use or access the Services, and data or storage usage under, in connection with, or with respect to
Client’s Subscriptions or accounts. We may use such information for functionality, business purposes
including but not limited to providing and improving our Services, compliance or security purposes, or
for determining Clients’ fees and expenses, including for fees relating to subsequent or renewal terms
under Clients’ Services Agreements.
22. Sales or Payment through the Services. Hosts, for and on behalf of their respective Clients, may
make presentations regarding, or present or discuss, products, services or properties during a Session
through the Services (including the Website or Mobile Application). However, except as and to the
extent permitted through or in connection with the VIP Fan Experience, applicable Services
Agreements, or applicable Merchant Agreements, (a) no business may be transacted, and no products,
services or other property may be sold or purchased by any User (including the Client, a Host or a Guest)
or other Person during or in connection with any Session or otherwise through the Services (including
the Website or Mobile Application); and (b) no payment may be made by any User or other Person
through the Services (including through the Website, the Mobile Application, or during any Session).
23. Linking to the Services and Social Media Features. To the extent permitted by the Services, you
may link to app.linkroom.com, provided you do so in a way that is fair and legal and does not damage
our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any
form of association, approval or endorsement on our part without our express written consent. The
Services may provide certain social media features that enable:
You may use these features solely as they are provided by us, solely with respect to the content they
are displayed with, and otherwise in accordance with any additional terms and conditions we provide
with respect to such features. Subject to the foregoing, you must not:
The website from which you are linking, or on which you make certain content accessible, must
comply in all respects with the Content Standards set out in these Terms of Use.
You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease.
We reserve the right to withdraw linking permission without notice.
We may disable all or any social media features and any links at any time without notice in our
discretion.
24. Links from the Services. If the Services contain links to other sites and resources provided by the
Client, a Host (including a VIP), a Guest or a third party, these links are provided for your convenience
only. This may include links to the Client’s or Host’s websites. We have no control over the contents of
those sites or resources, and accept no responsibility for them or for any loss or damage that may arise
from your use of them. If you decide to access any of the third party websites linked to the Services, you
do so entirely at your own risk and subject to the terms and conditions of use for such websites.
25. Termination or Suspension of Subscription. In the event a Client’s Services Agreement, Merchant
Agreement, or Subscription terminates or is suspended for any reason, each User’s use of and access to
the Services with respect to that Client’s Subscription, and its license to use the Services, will terminate
or be suspended.
26. Disclaimer of Warranties. You understand that we cannot and do not guarantee or warrant that
files available for downloading from the internet or the Services will, including in connection with any
administrative function, Session, Room (including any Site Capture Room), Digital Asset, or
communication or sharing feature, be free of viruses or other destructive code. You are responsible for
implementing sufficient procedures and checkpoints to satisfy your particular requirements for antivirus
protection and accuracy of data input and output, and for maintaining a means external to our site for
any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A
DISTRIBUTED DENIALOFSERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL
MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER OR MOBILE DEVICE
PROGRAMS OR APPLICATIONS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE
SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES OR TO YOUR
DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY SERVICES LINKED TO IT.
YOUR USE OF THE SERVICES, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH
THE SERVICES IS AT YOUR OWN RISK. THE SERVICES, ITS CONTENT AND ANY SERVICES OR ITEMS
OBTAINED THROUGH THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS,
WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY
NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION
WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE SERVICES, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL BE ACCURATE, RELIABLE, ERRORFREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR WEBSITE,
PLATFORM, NETWORK, SYSTEM, MOBILE APPLICATION OR THE SERVER OR SERVERS THAT MAKE ANY
OF THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE
SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES, INCLUDING ANY SESSION, ROOM (INCLUDING ANY SITE CAPTURE ROOM) DIGITAL ASSET, COMMUNICATION OR SHARING FEATURE, WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR
IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF
MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED
UNDER APPLICABLE LAW.
27. Limitation on Liability. TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE
COMPANY, ITS AFFILIATES OR THEIR LICENSORS, OWNERS, SERVICE PROVIDERS, EMPLOYEES,
OFFICERS, DIRECTORS, MANAGERS OR OTHER AGENTS OR REPRESENTATIVES BE LIABLE FOR
DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH
YOUR USE, OR INABILITY TO USE, THE SERVICES, ANY SERVICES LINKED TO THE SERVICES, ANY
CONTENT ON THE SERVICES OR SUCH OTHER SERVICES OR ANY SERVICES OR ITEMS OBTAINED
THROUGH THE SERVICES OR SUCH OTHER SERVICES, INCLUDING ANY SESSION, ROOM (INCLUDING
ANY SITE CAPTURE ROOM) DIGITAL ASSET, COMMUNICATION OR SHARING FEATURE, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF
REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OR DIMINUTION OF VALUE 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.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED
UNDER APPLICABLE LAW.
28. Indemnification. You agree to defend, indemnify and hold harmless Linkroom, its affiliates, its
subsidiaries, licensors and service providers, and its and their respective owners, officers, directors,
managers, members, employees, contractors, agents, licensors, suppliers, agents and other
representatives, successors and assigns (“Linkroom Parties”) from and against any and all claims,
liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’
fees) (“Losses”) arising out of or relating to your breach or violation of these Terms of Use, your Services
Agreement, your Merchant Agreement, or your use of the Services, or any matter for which you are
responsible or liable under these Terms of Use, your Services Agreement, or your Merchant Agreement,
including, but not limited to, your User Contributions, any use of the Services’ content, services and
products other than as expressly authorized in these Terms of Use, or your use of any information
obtained from the Services.
29. Liability of the Client. The User and the Client shall be jointly and severally liable for any and all
Losses suffered or incurred by any Linkroom Party arising out of or resulting from any act or omission of
the User under, in connection with, or relating to the Client’s Subscription, including any breach or
violation by any User of these Terms of Use (including the Content Standards) or the Mobile Application
End User License Agreement, or any Losses arising out of or resulting from any User Contribution or
Client Digital Assets uploaded to any Room or any Site Capture Room with respect to the Client’s
Subscription, or any claim of infringement by any Person related to any intellectual property (or any
Intellectual Property Right therein or thereto) used, displayed or disclosed by any User in connection
with the Services.
30. Release. Linkroom provides a platform in which Users can transact. However, Linkroom could not
function if it were held responsible for the actions or inactions of different Users and/or third parties
both on and off the Services. THEREFORE, AS AN INDUCEMENT TO THE COMPANY PERMITTING YOU TO ACCESS AND USE THE SERVICES, YOU HEREBY AGREE TO RELEASE EACH LINKROOM PARTY FROM
AND AGAINST ALL DAMAGES (WHETHER DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR
OTHERWISE), LOSSES, LIABILITIES, COSTS AND EXPENSES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH DISPUTES BETWEEN YOU AND ANY THIRD PARTY (INCLUDING ONE OR MORE OTHER USERS) IN CONNECTION WITH THE SERVICES (INCLUDING ANY SESSION OR FEATURE PROVIDED THROUGH THE SERVICES).
IN ADDITION, YOU WAIVE ANY APPLICABLE LAW OR STATUTE, WHICH SAYS, IN SUBSTANCE:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE RELEASING PARTY
DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING
THE RELEASE, WHICH IF KNOWN BY HIM, HER OR IT MUST HAVE MATERIALLY
AFFECTED HIS SETTLEMENT WITH THE RELEASED PARTY.”
31. Governing Law. All matters relating to the Services, these Terms of Use, including any policy or
document referenced herein, including the Mobile Application End User License Agreement, Privacy
Policy, and Copyright Policy, each Services Agreement between Linkroom and you, and each Merchant
Agreement between Linkroom and you, and any dispute or claim arising therefrom or related thereto (in
each case, including noncontractual disputes or claims), shall be governed by and construed in
accordance with the internal laws of the State of Illinois without giving effect to any choice or conflict of
law provision or rule (whether of the State of Illinois or any other jurisdiction).
32. Arbitration Agreement; Class Waiver; Waiver of Trial by Jury. PLEASE READ THIS SECTION 32
(“ARBITRATION AGREEMENT”) CAREFULLY. IT IS PART OF YOUR CONTRACT WITH LINKROOM AND
AFFECTS YOUR RIGHTS. IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A
CLASS ACTION WAIVER.
(a) Applicability of Arbitration Agreement. You and we agree that any dispute between you and
any of the Linkroom Parties relating in any way to, or arising from in connection with (a) your access or
use of the Services (including the Website or the Mobile Application), (b) this Agreement, including
these Terms of Use, the Privacy Policy, any Mobile Application End User License Agreement any Services
Agreement between Linkroom and you, or any Merchant Agreement between Linkroom and you, (c) any
communication you receive relating to Linkroom, or (d) to any aspect of your relationship with
Linkroom, will be resolved by binding arbitration, rather than in court, except that (1) you may assert
claims in small claims court if your claims qualify, so long as the matter remains in such court and
advances only on an individual (nonclass, nonrepresentative) basis; and (2) you or Linkroom Parties may
seek equitable relief in court for infringement or other misuse of intellectual property rights (such as
trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration
Agreement shall apply, without limitation, to all claims that arose or were asserted before the effective
date of these Terms of Use (i.e., the date upon which you agreed to these Terms of Use) or any prior
version of this Agreement (including these Terms of Use).
(b) IF YOU AGREE TO ARBITRATION WITH THE COMPANY, YOU ARE AGREEING IN ADVANCE
THAT YOU WILL NOT PARTICIPATE IN OR SEEK TO RECOVER MONETARY OR OTHER RELIEF IN ANY
LAWSUIT FILED AGAINST THE COMPANY ALLEGING CLASS, COLLECTIVE, AND/OR REPRESENTATIVE
CLAIMS ON YOUR BEHALF. INSTEAD, BY AGREEING TO ARBITRATION, YOU MAY BRING YOUR CLAIMS
AGAINST THE COMPANY PARTIES IN AN INDIVIDUAL ARBITRATION PROCEEDING. IF SUCCESSFUL ON
SUCH CLAIMS, YOU COULD BE AWARDED MONEY OR OTHER RELIEF BY AN ARBITRATOR. YOU ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED THAT YOU MAY CONSULT WITH AN ATTORNEY IN
DECIDING WHETHER TO ACCEPT THESE TERMS OF USE, INCLUDING THIS ARBITRATION AGREEMENT.
(c) Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and
enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter
requesting arbitration and describing your claim to our Corporate Secretary at Linkroom LLC, 1395 W.
Jeffrey Drive, Addison, IL 60101. The arbitration will be conducted by JAMS, an established alternative
dispute resolution provider. Disputes involving claims and counterclaims under $250,000, not inclusive
of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined
Arbitration Rules and procedures available at https://www.jamsadr.com/rules-streamlined-arbitration all
other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and
Procedures, available at https://www.jamsadr.com/rules-comprehensive-arbitration JAMS’s rules are
also available at www.jamsadr.com or by calling JAMS at 8003525267. If JAMS is not available to
arbitrate, the parties will select an alternative arbitral forum. The proceedings shall be held in Chicago,
Illinois.
You may choose to have the arbitration conducted by telephone, based on written
submissions. Any judgment on the award rendered by the arbitrator may be entered in any court of
competent jurisdiction.
(d) Authority of Arbitrator. The arbitrator, and not any federal, state or local court or agency, shall
have exclusive authority to resolve any dispute related to the interpretation, applicability, enforceability
or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of
this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any,
of you and Linkroom Parties. The arbitration proceeding will not be consolidated with any other matters
or joined with any other cases or parties. The arbitrator shall have the authority to grant motions
dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary
damages and to grant any nonmonetary remedy or relief available to an individual under applicable law,
the arbitral forum’s rules, and the Agreement (including the Arbitration Agreement). The arbitrator shall
issue a written award and statement of decision describing the essential findings and conclusions on
which the award is based, including the calculation of any damages awarded. The arbitrator has the
same authority to award relief on an individual basis that a judge in a court of law would have. The
award of the arbitrator is final and binding upon you and us.
(e) Waiver of Jury Trial. YOU AND THE COMPANY HEREBY WAIVE ANY CONSTITUTIONAL AND
STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and
Linkroom are instead electing that all claims and disputes shall be resolved by arbitration under this
Arbitration Agreement, except as specified in Section 32(a) above . An arbitrator can award on an
individual basis the same damages and relief as a court and must follow this Agreement as a court
would. However, there is no judge or jury in arbitration, and court review of an arbitration award is
subject to very limited review.
(f) Waiver of Class and Consolidated Actions. ALL CLAIMS AND DISPUTES MUST BE BROUGHT ON
AN INDIVIDUAL BASIS AND NOT ON A CLASS, COLLECTIVE OR REPRESENTATIVE BASIS. THIS WAIVER
APPLIES TO CLAIMS IN COURTS AND ARBITRATIONS. ONLY INDIVIDUAL RELIEF IS AVAILABLE FOR
CLAIMS COVERED BY THIS AGREEMENT, AND CLAIMS OF ONE CLIENT, ADMINISTRATOR, HOST
ATTENDEE OR OTHER USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CLIENT, ADMINISTRATOR, HOST ATTENDEE OR OTHER USER. If a decision is issued stating that
applicable law precludes enforcement of any limitations in this Section 32(f) as to a particular claim for relief, then the applicable claim must be severed from the arbitration and brought on an individual basis
in the state or federal courts in Chicago, Illinois. All other claims shall be arbitrated. The parties agree to
submit to the personal jurisdiction of the state or federal courts located in Chicago, Illinois, for purposes
of resolving any claims for relief that are severed from an arbitration in accordance with this subsection
and waive any argument that holding proceedings in such courts will impose undue hardship or
materially affect their ability to present their case.
(g) 30Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration
Agreement by sending written notice of your decision to opt out to the following address: Linkroom LLC
1395 W. Jeffrey Drive, Addison, IL 60101 or email support@linkroom.com within 30 days after first
becoming subject to this Arbitration Agreement. Your notice must include your name and address, your
email address, and an unequivocal statement that you want to opt out of this Arbitration Agreement. If
you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to
you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that
you may currently have, or may enter in the future, with us.
(h) Severability. Except as provided in Section 32(f) above , if any part or parts of this Arbitration
Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall
be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall
continue in full force and effect.
(i) Survival of Agreement. This Arbitration Agreement will survive the termination or expiration of
the Agreement or your relationship with Linkroom.
(j) Modification. Notwithstanding any provision in this Agreement to the contrary, we agree that
if Linkroom makes any future material change to this Arbitration Agreement, it will not apply to any
individual claim(s) for which you had already provided notice to Linkroom.
33. Limitation on Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING
OUT OF OR RELATING TO THE SERVICES, THESE TERMS OF USE, OR ANY SERVICES AGREEMENT MUST
BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH
CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
34. Equitable Remedies; Remedies Cumulative. You acknowledge that a breach or threatened breach
by you or any of your Representatives of any of your, its, his, her or their obligations under these Terms
of Use, or any Services Agreement, Mobile Application End User License Agreement, or Merchant
Agreement between Linkroom and you would give rise to irreparable harm to Linkroom, for which
monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach
or a threatened breach by such party of any such obligations, Linkroom, in addition to any and all other
rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief,
including a temporary restraining order, an injunction, specific performance and any other relief that
may be available from a court of competent jurisdiction (without any requirement to post bond).
Notwithstanding anything to the contrary in thee Terms of Use, or any Services Agreement, Mobile End
User License Agreement or Merchant Agreement between Linkroom and you, the rights and remedies of
Linkroom and each Linkrooom Party under this these Terms of Use, and any Services Agreement, Mobile
End User License Agreement or Merchant Agreement between Linkroom and you are cumulative and
are in addition to and not in substitution for any other rights and remedies available under these Terms
of Use, the applicable Services Agreement, Merchant Agreement, or Mobile Application End User
License Agreement, at law or in equity, or otherwise.
35. Waiver. No waiver of by Linkroom of any term or condition set forth in these Terms of Use or any
Services Agreement, Mobile Application End User License Agreement (as applicable) shall be deemed a
further or continuing waiver of such term or condition or a waiver of any other term or condition, and
any failure of Linkroom to assert a right or provision under these Terms of Use or the Services
Agreement, Mobile Application End User License Agreement or Merchant Agreement (as applicable)
shall not constitute a waiver of such right or provision.
36. Severability. Should any provision of these Terms of Use or any Services Agreement, Mobile
Application End User License Agreement or Merchant Agreement (as applicable) any be held by an
arbitrator or court of competent jurisdiction to be enforceable only if modified, or if any portion of these
Terms of Use or any Services Agreement, Mobile Application End User License Agreement or Merchant
Agreement (as applicable) shall be held as unenforceable and thus stricken, such holding shall not affect
the validity of the remainder of this these Terms of Use or any Services Agreement, Mobile Application
End User License Agreement or Merchant Agreement (as applicable), the balance of which shall
continue to be binding upon the parties with any such modification to become a part hereof and treated
as though originally set forth in these Terms of Use or any Services Agreement, Mobile Application End
User License Agreement or Merchant Agreement (as applicable). The parties further agree that any such
arbitrator or court is expressly authorized to modify any such unenforceable provision of these Terms of
Use or any Services Agreement, Mobile Application End User License Agreement or Merchant
Agreement or Merchant Agreement (as applicable) in lieu of severing such unenforceable provision from
these Terms of Use or any Services Agreement, Mobile Application End User License Agreement or
Merchant Agreement (as applicable) in its entirety, whether by rewriting the offending provision, by
deleting any or all of the offending provision, adding additional language to these Terms of Use or any
Services Agreement, Mobile Application End User License Agreement or Merchant Agreement (as
applicable), or by making such other modifications as it deems warranted to carry out the intent and
agreement of the parties as embodied herein or therein to the maximum extent permitted by applicable
law. The parties expressly agree that these Terms of Use or any Services Agreement, Mobile Application
End User License Agreement or Merchant Agreement (as applicable) as so modified by the court shall be
binding upon and enforceable against each of them. In any event, should one or more of the provisions
of these Terms of Use or any Services Agreement, Mobile Application End User License Agreement or
Merchant Agreement (as applicable) be held to be invalid, illegal, or unenforceable in any respect, such
invalidity, illegality, or unenforceability shall not affect any other provisions hereof, and if such provision
or provisions are not modified as provided above, these Terms of Use or any Services Agreement,
Mobile Application End User License Agreement or Merchant Agreement (as applicable) shall be
construed as if such invalid, illegal, or unenforceable provisions had not been set forth herein.
37. Miscellaneous. The division of these Terms of Use (or any policy or document referenced herein)
or any Services Agreement (or any policy or document referenced therein), Mobile Application End User
License Agreement or Merchant Agreement into sections, and the insertion of headings, are for
convenience of reference only and will not affect the construction or interpretation of these Terms of
Use, the Services Agreement, the Mobile Application End User License Agreement or Merchant
Agreement. Any rule of construction to the effect that any ambiguity is to be resolved against the
drafting party will not be applicable in the construction or interpretation of these Terms of Use or any
Services Agreement, Mobile Application End User License Agreement or Merchant Agreement. The
singular shall include the plural and the masculine shall include the feminine and neuter, and vice versa.
“Includes” or “including” shall mean “including without limitation.” The Recitals hereto are
incorporated by reference into this Agreement. Except for parties whose liability is intended to be
limited pursuant to Section 27 (Limitation of Liability), or parties intended to be indemnified or release pursuant to Section 28 (Indemnification) or Section 30 (Release), which Sections of the Terms of Use and
this Agreement shall be for the benefit of and enforceable by such parties, none of the provisions of
these Terms of Use or the Services Agreement (or the agreement, documents or policies incorporated
therein) shall be for the benefit of or enforceable by any third party.
38 Survival. This Section 38 and Section 2 (Representations and Warranties), 6 (Intellectual Property
Rights), 7 (Ownership of Digital Assets and Site Capture Rooms), 8 (Trademarks), 10 (Representations,
Warranties, and Covenants regarding information, User Contributions, and Intellectual Property), 16
(Publicity), 17 (Reliance on Information Posted), 19 (Export Regulation), 20 (US Government Rights), 26
(Disclaimer of Warranties), 27 (Limitation of Liability), 28 (Indemnification), 29 (Liability of the Client), 30
(Release), 31 (Governing Law), 32 (Arbitration Agreement; Class Waiver; Waiver of Trial by Jury),
33 (Limitation on Time to File Claims), 34 (Equitable Remedies; Remedies Cumulative), 35 (Waiver), 36
(Severability), 37 (Miscellaneous) and 39 (Entire Agreement) shall survive the termination, expiration or
cessation of your use or access of or to the Services, the Subscription under, in connection with, or
relating to which you have or may use or access the Services, or any Services Agreement or Mobile
Application End User License Agreement or Merchant Agreement.
39. Entire Agreement. The Terms of Use, our Privacy Policy, our Copyright Policy, our Mobile
Application End User License Agreement, and any and any Service Agreement, Merchant Agreement or
other agreement between Linkroom and you (all of which are incorporated here by reference),
constitute the sole and entire agreement between the Company and you with respect to the Services
and supersede all prior and contemporaneous understandings, agreements, representations and
warranties, both written and oral, with respect to the Services, provided, however, that in the event of a
conflict between a provision of these Terms of Use and a provision of a Service Agreement or a
Merchant Agreement, the provision in the Service Agreement or Merchant Agreement (as applicable)
shall prevail.
40. Your Comments and Concerns. The Website and Mobile Application are operated by Linkroom
LLC, 1395 W. Jeffrey Drive, Addison, Illinois 60101. All notices of copyright infringement claims should
be sent to the copyright agent designated in our Copyright Policy, available at
https://linkroom.com/copyright-policy, in the manner and by the means set forth therein. All other
feedback, comments, requests for technical support and other communications relating to the Services
should be directed to support@linkroom.com
