LIVE LINK, INC.

Terms of Service

These Terms of Service (“Terms”) govern your use of the Live Link website, any Live Link mobile application, application programming interfaces, content, products, platform and other services offered through third parties integrating Live Link functionality (collectively, the “Services”). Live Link, Inc. (“Live Link”, “Company”, “we” or “us”) provides the Services. “You” refers to you as a user of any of the Services.

THE DISPUTE RESOLUTION SECTION IN SECTION 22 OF THESE TERMS CONTAINS A MUTUAL ARBITRATION AGREEMENT AND CLASS ACTION WAIVER THAT REQUIRES YOU AND LIVE LINK TO RESOLVE DISPUTES WITH EACH OTHER ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION. PLEASE REVIEW THE DISPUTE RESOLUTION SECTION OF THESE TERMS CAREFULLY. BY AGREEING TO THESE TERMS, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THIS AGREEMENT AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.

The Services include a marketplace technology platform that enables third-party musicians, performers, and other artists (“Talent”) and third-party venues (“Venues”) to connect with each other. Live Link has no control over the conduct of Talent, Venues, or any other users of the Services. YOU ACKNOWLEDGE AND AGREE THAT LIVE LINK IS A TECHNOLOGY SERVICES PROVIDER THAT DOES NOT OWN, OPERATE OR HAVE AN INTEREST IN ANY VENUE.

1. Acceptance of these Terms

By agreeing to these Terms, and/or by using or accessing the Services (including without an account), you expressly acknowledge that you understand and accept all of the terms (including the dispute resolution and arbitration provisions below). BY USING THE SERVICES, YOU ARE AGREEING TO THESE TERMS. PLEASE READ THEM CAREFULLY. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THESE TERMS, YOU MAY NOT USE OR ACCESS THE SERVICES.

2. Changes to these Terms

Live Link may, in its sole discretion, amend the Terms and modify or update the Services from time to time. If we change these Terms, we will give you notice by posting the revised Terms on the Services. Please review this page periodically to ensure you are up-to-date with any changes. Those changes will go into effect on the revision date shown in the revised Terms. Your continued use of the Services will constitute your acceptance of the amended Terms.

3. Additional Terms

Our Privacy Policy, Commercial Terms[1] between Venue and Talent and other Policies applicable to your use of the Services are incorporated by reference into these Terms (the “Additional Terms”), as updated from time to time. BY ACCESSING OR USING THE SERVICES, YOU ACCEPT THESE ADDITIONAL TERMS. We will make Additional Terms available for you to read through the Services. If you do not agree to abide by the Additional Terms, you automatically opt out of and are prohibited from using the Services. If you violate the provisions of the Additional Terms, Live Link may, in its sole discretion, suspend, discontinue, or change your account or any aspect of your access to or use of the Services in whole or in part. By continuing to use the Services, you agree to the Additional Terms and any future amendments and additions to the Additional Terms as published from time to time through the Services. Please review the Additional Terms periodically to ensure you are up-to-date with any changes.

4. Your Consent to Receive Calls, Text Messages, Emails, and Other Communications

You expressly consent to receive and accept communications from Live Link, our Affiliates (as defined below), and their respective representatives, including via e-mail, telephone calls, text messages (including by an automatic telephone dialing system or a prerecorded voice), push notifications, or other comparable means at any of the e-mail addresses and/or telephone numbers provided by you or on your behalf to Live Link. You agree that the foregoing authorized communications may be initiated for any transactional, customer service, advertising, marketing, promotional, debt collection, account administration, or other purposes.

YOU ACKNOWLEDGE THAT YOU ARE NOT REQUIRED TO CONSENT TO RECEIVE PRERECORDED OR AUTODIALED PROMOTIONAL, ADVERTISING, OR MARKETING (COLLECTIVELY, “MARKETING”) CALLS OR TEXT MESSAGES AS A CONDITION OF PURCHASING ANY SERVICES. IF YOU WISH TO OPT OUT OF MARKETING CALLS, EMAILS, OR TEXT MESSAGES FROM US, YOU AGREE TO OPT OUT BY FOLLOWING ANY UNSUBSCRIBE INSTRUCTIONS PROVIDED TO YOU IN THOSE COMMUNICATIONS.

If you receive a marketing call from Live Link you also may opt-out of receiving future marketing calls by communicating a do-not-call request to our representative before you hang up. You agree that Live Link and our Affiliates and representatives will not be responsible for honoring opt-out requests communicated through other channels. If you wish to register an account with Live Link without agreeing to receive autodialed or prerecorded marketing calls or text messages from Live Link and our Affiliates, contact Live Link at support@livelinkentertainment.com. Standard text messaging and data charges charged by your wireless service carrier will apply to text messages we may send. You represent and warrant that you are authorized to approve the receipt of calls and text messages at any telephone number you provide to us in connection with your account or your use of our Services and to approve any related carrier charges.

PLEASE BE ADVISED THAT IF YOU OPT OUT OF MARKETING COMMUNICATIONS, LIVE LINK MAY STILL SEND YOU COMMUNICATIONS ABOUT YOUR ACCOUNT OR ANY TRANSACTIONS BETWEEN YOU, LIVE LINK, AND/OR OTHER USERS OF THE PLATFORM, INCLUDING THE SERVICES YOU PROVIDE TO OR RECEIVE FROM OTHER USERS OF THE PLATFORM. YOU ACKNOWLEDGE THAT OPTING OUT OF RECEIVING TEXT MESSAGES OR OTHER COMMUNICATIONS MAY IMPACT YOUR USE OF THE SERVICES.

5. Eligibility

You must be at least 18 years old to use the Services. If you are under the age of majority in your state of residence or a minor, your parent or legal guardian must agree to these Terms on your behalf and you may only access and use the Services with permission from your parent or legal guardian.

6. Live Link as a Marketplace Technology Platform

The Services include a marketplace technology platform that connects Talent with Venues. We do not provide any performance space and make no representations or warranties about the quality of the venues, equipment, or services provided by Venues, or about your interactions and dealings with Venues or other users. Live Link does not employ, recommend, or endorse Talent or Venues, and we are not responsible or liable for the performance or conduct of Talent or Venues, whether online or offline. Live Link does not procure insurance for Talent or Venues, nor is Live Link responsible for the property of Talent or Venues.

Live Link itself does not conduct background checks and is not responsible or liable in any manner for background checks.

7. Payment Terms for Venues

7.1 General Payment Terms

As a Venue, you understand that use of the Services may result in you owing fees to Talent for the performance you receive from such Talent. Live Link will facilitate your payment of the applicable charges on behalf of Talent through third-party payment processors, with whom you will be required to establish an account to access the Services. Payment of such charges in such manner shall be considered the same as payment made directly by you to the Talent. Charges will be inclusive of applicable taxes where required by law. Charges paid by you are final and non-refundable regardless of your decision to terminate usage of the Services, Live Link’s decision to terminate your usage, any disruption of the Services, or any other reason whatsoever, unless otherwise determined by Live Link.

All charges are due immediately or as otherwise provided in the platform and Live Link, or a third-party payment processor, will process your payment on the Talent’s behalf using the primary payment method designated by you in your Live Link account. If your primary payment method is determined to be expired, invalid, or otherwise not able to be charged, you agree that Live Link may, as the Talent’s limited payment collection agent, use a secondary payment method in your account, if available.

Venues and Talent transact with each other on the Live Link marketplace technology platform when they both agree to a “booking” that specifies the fees, time period, cancellation policy, and other terms for provision of performances via the booking mechanism provided on the Live Link marketplace technology platform. You may choose to transact with certain Talent from time to time based on a variety of factors in your discretion, such as your desired price range, Talent’s performance price rate, Talent’s profile, and Talent’s ratings and reviews. Once you request a performance, you agree to pay the Talent the agreed-to price and honor the other terms of such booking. You may elect to cancel your request for services from Talent up to twenty-four (24) hours to such Talent’s arrival, in which case you may be subject to a cancellation fee.

After you have received services or goods obtained through the Services, you will have the opportunity to rate your experience and leave additional feedback about the Talent.

In addition to the above fees, you understand and acknowledge that you may incur ancillary charges in connection with your receipt of performance services from Talent (“Charges”). Such Charges may include a cancellation fee. A description of any Charges will be available on the Services.

You acknowledge and agree that Live Link may limit or temporarily or permanently suspend your use of or access to the Services if: (1) you have provided inaccurate, fraudulent, outdated, or incomplete information regarding a payment method, (2) any amounts you owe for performances are overdue or in default, or (3) Live Link believes in good faith that such action is reasonably necessary to protect the personal safety or property of Live Link, any of our users, any third-party payment processor or third parties, or to prevent fraud or other illegal activity.

7.2 Automatic Subscription Renewal and Cancellation

UPON LIVE LINK MOVING TO A PAID PLATFORM, LIVE LINK PAID MEMBERSHIP SUBSCRIPTIONS WILL CONTINUE INDEFINITELY UNTIL CANCELLED BY YOU. AFTER YOUR INITIAL SUBSCRIPTION COMMITMENT PERIOD, AND AGAIN AFTER ANY SUBSEQUENT SUBSCRIPTION PERIOD, YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW FOR AN ADDITIONAL PERIOD EQUIVALENT TO THE SUBSCRIPTION TERM YOU ORIGINALLY SELECTED AND AT THE SUBSCRIPTION RATE AND FREQUENCY DISCLOSED TO YOU WHEN YOU ORIGINALLY SUBSCRIBED, UNLESS OTHERWISE PROVIDED AT THE TIME YOU SUBSCRIBED.

You may cancel your paid membership subscription at any time by following the instructions on your account settings page or by Live Link at support@livelinkentertainment.com. Your subscription will not be renewed after your then-current term expires, but your payment method will be charged, and you will be required to pay any cancellation or other fees associated with your early termination and disclosed to you at the time you signed up for the subscription plan.

7.3 Payment Authorization

Upon addition of a new payment method or each performance services request, Live Link may seek authorization of your selected payment method to verify the payment method, ensure the performance service charges will be covered, and protect against unauthorized behavior. The authorization is not a charge; however, it may reduce your available credit by the authorization amount until your bank’s next processing cycle. Should the amount of the authorization exceed the total funds on deposit in your account, you may be subject to overdraft of NSF charges by the bank issuing your credit, debit, or prepaid card. Live Link cannot be held responsible for these charges and are unable to assist you in recovering them from your issuing bank.

Live Link reserves the right to request additional information from you if we have reason to believe, in our sole discretion, that a payment method may be fraudulent.

8. Acceptable Use of the Services

You are responsible for your use of the Services, and for any use of the Services made using your account. Our goal is to create a positive, useful, and safe user experience. To promote this goal, we prohibit certain kinds of conduct that may be harmful to other users, third parties, or to us. When you use the Services (and as a result perform, as Talent, or host, as Venue), you may not:

violate any law or regulation or use the Services for any unintended or illegal purposes;
violate, infringe, or misappropriate other people’s intellectual property, privacy, publicity, or other legal rights;
provide false information in your profile on, or registration for, the Services;
post or share anything that is illegal, abusive, harassing, harmful to reputation, pornographic, indecent, profane, obscene, hateful, racist, or otherwise objectionable;
send unsolicited or unauthorized advertising or commercial communications, such as spam;
engage in spidering or harvesting, or participate in the use of software, including spyware, designed to collect data from the Services;
transmit any viruses, malicious codes, or other computer instructions or technological means whose purpose is to disrupt, damage, or interfere with the use of computers or related systems;
stalk, harass, or harm another individual;
impersonate any person or entity, maintain more than one account (or, if Live Link suspends or terminates your account, create further accounts), or perform any other fraudulent activity, such as phishing, marketplace collusion, promotional abuse, and payment fraud;
use any means to scrape or crawl any Web pages contained in the Services;
use the Services to identify Talent to complete off-line transactions that circumvent your payment obligations for the Services;
use the Services for purposes of competing with Live Link;
authorize other users to use your user status or transfer your account to any other person or entity;
attempt to circumvent any technological measure implemented by us, any of our providers, or any other third party (including another user) to protect the Services;
interfere with Live Link’s provision of, or any other user’s use of, the Services;
attempt to decipher, decompile, disassemble, or reverse engineer any of the software or other underlying code used to provide the Services;
solicit another user’s username and password for the Services;
post reviews about Talent that are not based on your personal experience, that are intentionally inaccurate, or that violate these Terms or Additional Terms; or
advocate, encourage, or assist any third party in doing any of the foregoing.

9. User Content

The Services allow you to upload, submit, store, send, receive and/or process data, information, and content (“User Content”). You retain ownership of any intellectual property rights that you hold in that User Content. In other words, you own your personal data.

When you upload, submit, store, send, receive and/or process User Content to or through the Services, you give us permission to reproduce and use your User Content as follows: you grant to us and those we work with a license to use, host, store, reproduce, modify, create derivative works (including, but not limited to, translations, adaptations, or other changes we make so that User Content works better with the Services), publicly perform, publicly display, and distribute your User Content in order to operate, promote, market, and improve our Services. Our license to your User Content is non-exclusive, meaning you may use the User Content for your own purposes or let others use your User Content for their purposes. This license is irrevocable, sublicensable, fully-paid, and royalty free, meaning we do not owe you anything else in connection with our use of your User Content. We may exercise our rights under this license anywhere in the world. Lastly, this license is perpetual, meaning that our rights under this license continue even after you stop using the Services. In general, however, we will only need to use your User Content for as long as you choose to store it with us using the Services.

You promise that:

you own all rights to your User Content or, alternatively, that you have the right to give us the rights described above (including having the necessary consents and releases from any individuals who appear or whose pets appear in your User Content); and
your User Content does not infringe the intellectual property rights, privacy rights, publicity rights, or other legal rights of any third party.

We may refuse to accept or transmit User Content for any reason. We reserve the right to use, share, and display your User Content, including Venues’ reviews of Talent or Talents’ reviews of Venues, in any manner in connection with our business without attribution to you or your approval. You acknowledge and agree that we are distributors (without any obligation to verify) and not publishers of your User Content or reviews, and we reserve the right to monitor, screen, edit, or remove your User Content or reviews in the event that such content include obscenities or other objectionable content, include an individual’s name or other personal information, or violate any privacy laws, other applicable laws, or Company’s content policies. Our failure to enforce our rights under these Terms in one instance does not create a waiver of our right to enforce them in another instance. We are not obligated to provide you with copies of your User Content, nor will we have any liability to you for any deletion, disclosure, loss, or modification to your User Content.

If you include your name, image, likeness or voice in any of your User Content, you grant us permission to use your name, image, voice, and likeness, and hereby release us from any liability arising from such use, including, without limitation, claims for invasion of privacy, infringement of your right of publicity, and defamation (including libel and slander).

Live Link offers an in-app chat feature to better connect Talent with Venues. Data, information, and content sent through the chat feature is User Content that is subject to these Terms. We are able to access this User Content and reserve the right (but have no obligation) to monitor, screen, edit, or remove your User Content. Users should be mindful when communicating information to third parties, and we recommend that you refrain from disclosing or sending sensitive information through the chat feature, such as personal financial information, log-in account information, passwords, and/or personal contact information (including phone numbers).

The Services may provide the ability to leave public and/or private reviews of users or their performances. You acknowledge that even private reviews may be shared with third parties in accordance with applicable law and our Privacy Policy and that Live Link has no obligation to preserve or indefinitely store any reviews. If you are Talent, we have no obligation to provide you with the content of any reviews about you submitted by other users of the Services, whether before or after termination of your account for the Services. We will have no liability to you for any deletion, disclosure, loss, or modification of these reviews. We reserve the right to screen, edit, or remove these reviews from the Services at any time.

10. Consent to Talent Photo and Video Activities

As a Venue, you understand and agree that Talent may take pictures or videos or otherwise create recorded media of you during the course of providing services to you. You also understand and agree that during the course of a service you may participate in recorded media. You further understand and agree that Talent may post, upload, share, store, or otherwise provide any such pictures, videos, or other forms of recorded media to Live Link through the Services or to their own social media, the Internet, or otherwise. You understand and agree that such recorded media may be used not only to provide information to you as part of the Services, but also to assist Live Link in quality control, safety, and promotional and marketing activities. You agree that you have no right, title, or other ownership interest to or in such pictures, videos, or other forms of recorded media, and that the use of such media, including the posting or display of such media, is within Live Link’s and Talent’s sole discretion. Live Link hereby grants you a limited, revocable, non-exclusive license to copy and use pictures, videos, and other forms of recorded media of you that are made available by Live Link through the Live Link Services, solely for non-commercial purposes (e.g., posting a photo on your social media accounts).

11. Venue Obligations and Talent Obligations

Venue

As a Venue, you hereby represent, covenant, and warrant to Live Link and each such Talent who provides you with a performance that: (1) you will provide a safe, adequate and as promoted and advertised working space for the Talent to perform; (2) you will provide adequate and safe electric power supply, if necessary; and (3) you will comply with all laws and ordinances applicable to your activities conducted through the Services, including ensuring your performance space is licensed as required by local law. If you elect to use the Services, you agree to provide accurate information about yourself and keep this information up-to-date, including any material information.

You acknowledge and agree that if you allow another person to access your account or if you request a performance service for a venue that is not your own, in each case in violation of these Terms, you and such other venue will be jointly and severally liable for all acts and omissions in connection with engaging the Services, including all costs incurred or associated with such engagement.

You understand, acknowledge and agree that, as between you and Live Link, you shall be liable for any and all claims, costs, proceedings, demands, losses, damages, and expenses (including, without limitation, reasonable attorneys’ fees and legal costs) of any kind or nature, arising from or relating to, your business, including without limitation, claims by third parties (including Talent, when applicable) for damage, loss, or injuries resulting from your location, employees, patrons and guests. Incidents, injury, damage, or loss may be governed by applicable state liability laws. Live Link will cooperate with appropriate law enforcement authorities to provide requested information regarding the situation. If you elect to use Talent through the Services, you shall carry applicable liability insurance sufficient for the performance services you request, the risks associated with such services, and as mandated by law. Be sure to review your applicable policy(ies) and address any questions regarding appropriate liability coverage with your insurance carrier and/or legal representatives prior to utilizing Talent through the Services.

You understand and agree that any Talent is an independent contractor, and not a partner, joint venturer, agent, legal representative, employer, worker, or employee of Live Link. Neither Venue nor Talent has the ability or authority to represent the other or otherwise make statements or commitments on the other’s behalf.

You acknowledge that Live Link is in the business of connecting Talent and Venues, and that said business is how Live Link earns its income. As a result, you agree that if Venue or Talent solicits the other to provide or seek off-platform performance services at Venue whom Venue or Talent first met and/or learned about through the Live Link platform, Live Link is entitled to charge both the Talent and the Venue a referral fee for a period of one year after the subscription term. This referral fee will be charged for each Talent/Venue engagement outside of the process provided for within the Live Link platform. Live Link’s referral fee will be 8% of whatever price is set between Venue and Talent. Venue will be responsible to pay the referral fee. Without limiting Live Link’s rights, Venue authorizes Live Link to charge any of Venue’s payment methods for the referral fee.

Talent

As Talent, you hereby represent, covenant, and warrant to Live Link and each such Venue who provides you with a booking that: (1) you will deliver your services in a professional, timely, and reliable manner; (2) you will arrive at the Venue at the agreed-upon time, prepared with all necessary equipment, unless otherwise specified by the Venue; and (3) you will perform for the full duration agreed upon in the booking and adhere to any specific requirements or guidelines provided in advance by the Venue, including, but not limited to, sound levels, set times, and conduct expectations.

You hereby further represent, covenant, and warrant to Live Link and each such Venue who provides you with a booking that you will maintain a respectful and cooperative attitude toward the Venue’s staff, patrons, guests, and any other performers. By using the Platform, Talent acknowledges that their own reputation and future opportunities may be affected by their reliability and professionalism in fulfilling their obligations to Venue.

12. Ownership

Other than User Content, we own or license all right, title, and interest in and to (a) the Services, including all software, text, media, and other content available on the Services (“Our Content”); and (b) our trademarks, logos, and brand elements (“Marks”). The Services, Our Content, and Marks are all protected under U.S. and international laws. The look and feel of the Services are copyright © Live Link, Inc. All rights reserved. You may not duplicate, copy, or reuse any portion of the HTML/CSS, Javascript, or visual design elements or concepts without express written permission from Live Link, Inc.

13. Copyright and Intellectual Property Policy

We respond to notices of alleged copyright infringement and terminate accounts of repeat infringers according to the process set out in the U.S. Digital Millennium Copyright Act.

14. Call Recording and Monitoring

You agree that all telephone conversations between you and Live Link (or our Affiliates and representatives), or other platform users when made via the platform, may be monitored and recorded for quality assurance and training purposes.

15. Privacy

Your privacy is very important to us. Our Privacy Policy explains how we collect, use, process, share and protect personal information and other data. You are responsible for maintaining the confidentiality of your account information, including your username and password. You are responsible for all activities that occur under your account and you agree to notify us immediately of any unauthorized access or use of your account. We are not responsible or liable for any damage or loss related to any unauthorized access or use of your account, including without limitation, as a result of phishing or other similar attacks.

Live Link may use third-party web analytics services on the Services. This technology analyzes how the Services are used by visitors and may also provide the third-party website from which a user arrives. The information collected by the technology will be disclosed to or collected directly by these third-party service providers, who use the information to evaluate your use of the Services. Live Link also uses third-party web analytics for certain purposes related to advertising. For more information on this please see the Live Link Privacy Policy.

16. Third-Party Content

The Services may contain links to other websites and online resources, and the Services may be made available or accessed in connection with third-party services and content (including advertising) that Live Link does not control. You acknowledge that different terms of use and privacy policies may apply to your use of such third-party websites, services, and content. Live Link does not endorse such third-party websites, services, and content and in no event shall Live Link be responsible or liable for any damage or loss related to the use of websites, products, services, or content of such third-party providers.

Reviews, profiles, advice, opinions, statements, offers, postings, or other information or content made available through the Services, but not directly by Live Link, are those of their respective authors, who are solely responsible for such content.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LIVE LINK DOES NOT: (A) WARRANT THE ACCURACY, ADEQUACY, OR COMPLETENESS OF CONTENT AVAILABLE ON OR THROUGH THE SERVICES; OR (A) ADOPT, ENDORSE, OR ACCEPT RESPONSIBILITY FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE, OR STATEMENT MADE BY ANY PARTY OTHER THAN LIVE LINK.

17. Third-Party Beneficiaries

Talent (when the Terms are agreed to between Live Link and a Venue) and Venue (when the Terms are agreed to between Live Link and Talent) are each a third-party beneficiary of these Terms, and that upon acceptance of these Terms, the Talent or Venue (respectively) will have the right (and will be deemed to have accepted the right) to enforce these Terms as the third-party beneficiary hereof, including without limitation the Arbitration Agreement & Waiver of Certain Rights.

18. Suspension and Termination

We reserve the right to not provide the Services to any person. We also reserve the right to suspend or terminate any user’s right to access the Services at any time, in our sole discretion, for any reason (or no reason at all), including, without limitation, with respect to Talent, below average ratings or reviews of you by Venues. If your conduct on the Services or with respect to the Services is inappropriate or unsafe or you violate any of these Terms or the Additional Terms, your permission to use the Services automatically terminates.

19. Disclaimer and Limitations on Our Liability

20.1 General Disclaimer and Limitations

YOU USE THE SERVICES AND ANY CONTENT AND PRODUCTS AVAILABLE ON OR THROUGH THE SERVICES AT YOUR OWN RISK. THE SERVICES AND ANY CONTENT AND PRODUCTS AVAILABLE ON OR THROUGH THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. LIVE LINK AND ITS OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, AND LICENSORS (“AFFILIATES”) DISCLAIM ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THOSE RELATED TO MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT AND THOSE ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

IN PARTICULAR, LIVE LINK AND ITS AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY OR COMPLETENESS OF CONTENT AVAILABLE ON OR THROUGH THE SERVICES, PRODUCTS OFFERED FOR SALE THROUGH THE SERVICES, OR THE CONTENT OF ANY WEBSITES OR ONLINE SERVICES LINKED TO OR INTEGRATED WITH THE SERVICES (INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATIONS OR WARRANTIES OF VENUE OR TALENT). LIVE LINK AND ITS AFFILIATES WILL HAVE NO LIABILITY FOR ANY: (a) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (b) PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICES; (c) ANY INTERRUPTION OF TRANSMISSION TO OR FROM THE SERVICES; (d) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED ON OR THROUGH THE SERVICES BY ANY THIRD PARTY; (e) ANY ACT OR OMISSION OF ANY VENUE OR TALENT; OR (f) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED OR SHARED OR ANY PRODUCT OFFERED FOR SALE THROUGH THE SERVICES.

YOU UNDERSTAND AND AGREE THAT ANY MATERIAL OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES OR ANY ENGAGEMENT BY VENUE OF TALENT IS DONE AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES ARISING FROM DOING SO. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, DIRECTLY OR INDIRECTLY, OBTAINED BY YOU FROM US OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE. YOU ACKNOWLEDGE AND AGREE THAT YOU MAY BE INTRODUCED TO A THIRD PARTY THAT MAY POSE HARM OR RISK TO YOU OR OTHER THIRD PARTIES. YOU ARE ADVISED TO TAKE REASONABLE PRECAUTIONS WITH RESPECT TO INTERACTIONS WITH THIRD PARTIES ENCOUNTERED IN CONNECTION WITH THE USE OF THE SERVICES.

YOU FURTHER ACKNOWLEDGE THAT THERE ARE RISKS INHERENT IN INTERNET CONNECTIVITY THAT COULD RESULT IN THE LOSS OF YOUR PRIVACY, CONFIDENTIAL INFORMATION, DATA AND/OR CONTENT. WE HAVE NO OBLIGATION TO PROVIDE SECURITY. YOU SHALL HAVE SOLE RESPONSIBILITY FOR THE ACCURACY, QUALITY, INTEGRITY, LEGALITY, RELIABILITY, APPROPRIATENESS, AND OWNERSHIP OF ALL OF YOUR DATA AND USER CONTENT THAT MAY APPEAR ON THE SERVICES.

IN NO EVENT WILL WE BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, SPECIAL, COMPENSATORY, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING FOR LOSS OF PROFITS, REVENUE, OR DATA) OR FOR THE COST OF OBTAINING SUBSTITUTE SERVICES, TALENT, VENUES OR PRODUCTS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, HOWEVER CAUSED, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT WE’VE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FOR EXAMPLE, WE SHALL NOT BE RESPONSIBLE FOR YOUR CONDUCT OR ANY THIRD-PARTY CONDUCT, INCLUDING WITHOUT LIMITATION, BODILY INJURY, DESTRUCTION OF PROPERTY, AND/OR ANY OTHER DAMAGES THAT MAY RESULT FROM YOUR USE OF THE SERVICES, OR FOR ANY INTERACTIONS WITH OTHER USERS OF THE SERVICES, WHETHER ONLINE OR OFFLINE. FURTHERMORE, YOU AGREE THAT IN NO EVENT WILL WE BE LIABLE FOR ANY LOSSES, DAMAGE, OR HARM THAT ARISE OUT OF YOUR VIOLATION OF THESE TERMS OR ADDITIONAL TERMS.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL CUMULATIVE LIABILITY TO YOU OR ANY THIRD PARTY UNDER THESE TERMS, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE FEES YOU HAVE ACTUALLY PAID TO US DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM GIVING RISE TO SUCH LIABILITY.

20. Indemnification

You agree to indemnify and hold harmless Live Link and its Affiliates from and against any and all claims, costs, proceedings, demands, losses, damages, and expenses (including, without limitation, reasonable attorneys’ fees and legal costs) of any kind or nature, arising from or relating to, any (i) actual or alleged breach of these Terms or the Additional Terms by you or anyone using your account, including claims arising from a breach of any of the Venue Obligations set forth in these Terms or Additional Terms; (ii) transactions, interactions or disputes with other users of the Services, whether online or offline; (iii) your misstatements, omissions, misrepresentations, or violation of applicable law; (iv) any of User Content; (v) any text messages or other communications that you initiate to other Users or to third parties through our Services; and (vi) the actions or omissions of you or your employees and patrons and guests (if applicable) including any property damage or personal injury to third parties caused by your or such employees employees and patrons and guests (if applicable). YOU FURTHER AGREE THAT YOU WILL COOPERATE WITH US IN THE DEFENSE AND INVESTIGATION OF SUCH CLAIMS. WE RESERVE THE RIGHT TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER SUBJECT TO INDEMNIFICATION UNDER THIS SECTION, AND YOU WILL NOT SETTLE ANY SUCH CLAIM OR MATTER WITHOUT OUR PRIOR WRITTEN CONSENT.

21. Arbitration Agreement & Waiver of Certain Rights

For purposes of this Section 22 (“Arbitration Agreement”), references to “Live Link” include our Affiliates.

Any dispute, claim, or controversy arising out of or relating to these Terms (and any portion there of), including their interpretation, validity, or breach, will be resolved exclusively by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules then in effect. The arbitration will take place in Boston, Massachusetts or “remotely” if the parties are not located in Boston, Massachusetts or otherwise agree, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction. The arbitration shall be conducted by a single arbitrator.

By using the Services, you agree to waive any right to a jury trial or to participate in a class action. Each User shall bear its own costs and attorneys’ fees, unless the arbitrator determines otherwise. You and Live Link may seek interim or injunctive relief from a court of competent jurisdiction to protect its rights pending completion of arbitration.

This clause will survive termination of this Agreement.

22. Other Provisions

Under no circumstances will Live Link be held liable for any delay or failure in performance due in whole or in part to any acts of nature or other causes beyond our reasonable control.

These Terms will be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without giving effect to any conflict of laws rules or provisions. In the event the Arbitration Agreement above is found not to apply to you or a particular claim or dispute, you agree that any action of whatever nature arising from or relating to these Terms or Services will be filed only in the federal courts located in the Commonwealth of Massachusetts. You and Live Link consent and submit to the personal jurisdiction of such courts for the purposes of any such action.

YOU AND LIVE LINK HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDINGS ARISING OUT OF OR RELATING IN ANY WAY TO THE SERVICES, THESE TERMS, THE ADDITIONAL TERMS, YOUR RELATIONSHIP WITH LIVE LINK, OR YOUR RECEIPT OF ANY COMMUNICATIONS WITH LIVE LINK.

If any provision of these Terms is found to be unlawful or unenforceable, then that provision will be deemed severable from these Terms and will not affect the enforceability of any other provisions. The failure by us to enforce any right or provision of these Terms will not be deemed a waiver and will not prevent us from enforcing such right or provision in the future.

We may freely assign our rights and obligations under these Terms, including in connection with a merger, acquisition, reorganization, sale of assets or equity, or by operation of law. You may not assign any rights or obligations under these Terms without the prior written consent of Live Link and any purported assignment in violation of this provision shall be null and void.

[1] Location, price, and other terms (the “Commercial Terms”) are set forth in the messaging application and negotiated between Venue and Talent.