Privacy Policy

This Agreement is made and entered into by Linknetwork, LLC ("LN"), An Ecorp Service, Link Advertiser named below ("Advertiser"), and Link Seller named below (“Publisher”) as of the date Advertiser, Publisher executes it online (the "Effective Date").

DEFINITIONS and USAGE

1. For purposes of this Agreement, the following terms shall have the meanings set forth below.

Advertiser Data: Information regarding Advertiser Services, including their nature and description of services outlined in their "Profile", whether in the form of text, photographs, or any other data format now known or hereafter discovered, that Advertiser has entered or caused to be entered into the LN System. Advertiser Data does not include information about Advertiser that LN has gathered from publicly-available sources and made available in the directory functions of the LN System. Advertiser Services: Services of Advertiser, descriptions of which Advertiser has entered or caused to be entered into the LN System. Advertiser Members: Employees and agents of Advertiser authorized by Advertiser to interact with the LN system on Advertiser's behalf. Publisher : Website owners seeking to sell Links to Advertiser by means of the LN System. Publisher Data: Information regarding Publisher Services, including their nature and description of services outlined in their "Profile", whether in the form of text, photographs, or any other data format now known or hereafter discovered, that Publisher has entered or caused to be entered into the LN System. Publisher Data does not include information about Publisher that LN has gathered from publicly-available sources and made available in the directory functions of the LN System. Advertiser Services: Services of Publisher, descriptions of which Publisher has entered or caused to be entered into the LN System. Advertiser Members: Employees and agents of Advertiser authorized by Publisher to interact with the LN system on Publisher's behalf.

Confidential Information: Information or material proprietary to a party or designated "confidential" by the party and not generally known to the public that the other party may obtain knowledge of or access to as a result of this Agreement. Confidential Information includes, but is not limited to, the following types of information (whether in oral, visual, audio, written or other form): (a) IP addresses, access codes and passwords; (b) any information that either party obtains from any third party that the receiving party treats as proprietary or designates as Confidential Information, whether or not owned or developed by the receiving party; (c) any information designated as confidential or private by any applicable state, federal, local or other law, regulation or directive; and (d) any claims or evidence presented by any party under arbitration pursuant to paragraph 32. Confidential Information does not include information that is or becomes publicly available by other than unauthorized disclosure by the receiving party; independently developed by the receiving party; received from a third party who has obtained and disclosed it without breaching any confidentiality agreement; or already possessed by the receiving party at the time of its disclosure. Without limiting the generality of the preceding sentence, Confidential Information does not include information about Advertiser that LN has gathered from publicly-available sources and made available in the directory functions of the LN System.

Non-Advertiser and Non-Publisher Data: All information in the LN System that is not Advertiser Data, including data relating to other companies that supply and relating to their products and services.
Publisher: Permitted Uses: Use of the LN System to market Advertiser Services to its Members or Network.
LN Marks: LN's trade and service marks, including LinkNetwork Profile™.
LN Policies: LN's policies regarding the operation of the LN System, published on the LN System, as they are amended from time to time.

LN System: LN's proprietary sales automation software system, which includes collecting, compiling, and disseminating information about LinkNetwork Services.
Profile: Detailed report of a LinkNetwork Member Services outlining credentials, general cost structure, and web services or applications rendered as customary or at extra cost that Advertiser has entered or caused to be entered into the LN System as an optional feature and is not considered Standard Service Info.
LinkNetwork Services: Products and services relating to the leasing, maintenance, and other management functions performed on behalf of owners of website to be sold monthly for a fixed rate per Publisher rates with a minimum of $10 per link per month.

Standard Service Info: The standard industry information necessary for considering the purchase of LinkNetwork Services, including service descriptions, and licensure information, where applicable. LN shall define the minimum Standard Service Info in the LN Policies.

2. As used in this Agreement (a) "including" means "including, without limitation"; (b) nouns and verbs of the singular and plural numbers, and nouns and pronouns of masculine, feminine, and neuter genders shall be interchangeable. The terms of the preceding sentence apply except where the context would make such an interpretation impractical.

INTELLECTUAL PROPERTY / GRANTS OF LICENSE

3. As between the parties (a) LN owns all intellectual property, including copyrights, patents, and trade secrets, in the software and systems comprising the LN System; and (b) Advertiser owns all intellectual property in the Advertiser Data.

4. During the term of this Agreement, LN grants to Advertiser a non-exclusive, world-wide license to make copies of and display the LN System only to the extent necessary to effect the purposes of this Agreement.

5. During the term of this Agreement, Advertiser grants to LN a non-exclusive, world-wide license to make copies of, display, perform, and make derivative works of the Advertiser Data only to the extent necessary to effect the purposes of this Agreement.

6. All licensees hereunder shall terminate upon the termination of this Agreement. This Agreement is a non-exclusive license, and not a sale, assignment, or exclusive license. Each party retains all rights not expressly granted herein.

7. Neither party shall use the trade or service marks of the other party, including the LN Marks, in any communication, verbal, written, or electronic, except to make factual statements about the relationship between the parties under this Agreement. The preceding sentence notwithstanding, LN may display Advertiser's marks in conjunction with any directory entry in the LN System referring to Advertiser and directing users of the LN System to Advertiser's contact information. During the term of this Agreement, neither party shall publicly disparage the marks of, or cast into doubt the quality of the products or services of, the other party.

ACKNOWLEGEMENTS

8. Advertiser acknowledges that LN may revise the LN Policies in LN's sole and complete discretion, except as set forth in paragraph 18.

9. Advertiser acknowledges that LN has no responsibility to exercise editorial control over the Advertiser Data. LN nevertheless retains the right to delete from the LN System any portion of the Advertiser Data that is, in LN's reasonable judgment, offensive or unlawful.

10. Advertiser acknowledges that LN provides no guarantee of sales or traffic to Advertiser's web site as a consequence of this Agreement. Consumer queries for LinkNetwork Services will produce responses from the LN System containing Non-Advertiser Data relating to the LinkNetwork Services of other companies.

11. Advertiser acknowledges that it is solely responsible for the conduct of Advertiser Members it authorizes to access the LN System or the Advertiser Data.

REVIEW PROCESS

12. Advertiser acknowledges that Owners who purchase LinkNetwork Services will be permitted to rate Advertiser and its LinkNetwork Services on the LN System, subject to the LN Policies. Advertiser agrees that no comment of any Owner shall be the basis for any claim against LN or the Owner accept as provided in this Agreement. Advertiser who has entered into any paid Listing with LN (which excludes the Basic Free Listing) has the option to "opt out" of the review process. The "Opt out" feature will disable any reviews from being posted or displayed on LN's system under Advertiser's listing. Advertiser will have control at any time to opt-in or out of the review process by logging into their personal online account. Advertiser will be notified via electronic mail when a review has been posted to their listings. LN will not be responsible to monitor revews posted against an Advertiser.

LN's OBLIGATIONS

13. LN shall maintain the LN System in good operating order. The LN System shall be available via TCP/IP on the world-wide computer network known as the Internet.

14. LN shall issue to Advertiser unique user IDs and passwords necessary for Advertiser to manage the Advertiser Data and access to it by Advertiser Members.

15. LN shall use commercially reasonable efforts to deliver Advertiser Data and updates of it to Publishers. Advertiser will search for LinkNetwork Advertisers on our Find Partners page. LN shall display listings with a suggested list of Publishers. Except in the case of Featured or Premium listings which will always be above Basic listings.


16. LN shall display Advertiser's ad only if Advertiser places an Inbound link back to the Publishers page. Placement of inbound link must be on Advertiser's company website or an acceptable site verified by LN. Once link is verified, Advertiser's Ad/Link will be accessible to all that submit an "Online request form" to Advertiser.


17. In the event Advertiser objects to the content of any Owner review of Advertiser or its LinkNetwork Services on the grounds that it is inaccurate or misrepresents Advertiser or its LinkNetwork Services, LN shall facilitate contact between Advertiser and Owner for them to resolve the difference between them. In the event they are unable to resolve the difference between them via informal discussions, Advertiser must submit any claim against any Owner to arbitration subject to paragraph 32. LN shall determine in its sole discretion whether to suspend the review content during the pendency of any dispute between Advertiser and any Owner. Advertiser has the option to "opt out" of this review process, as outlined in paragraph 12.

18. LN shall maintain and update the LN Policies, promptly informing Advertiser of all material changes to them at least 30 days in advance of the effective date of the changes. LN may amend the LN Policies in it sole discretion, except that it may not amend them so as to diminish the level of service Advertiser receives.

19. LN warrants that the LN System (a) does not infringe the rights, including intellectual property rights, of any third party; and (b) does not violate any applicable law.

ADVERTISER'S OBLIGATIONS

20. Advertiser shall enter the Advertiser Data into the LN System. For each of Advertiser's services or products, Advertiser shall enter at a minimum the Standard Service Info.

21. Advertiser agrees to use the LN System solely for the Permitted Purposes under this Agreement; any other use is strictly prohibited. Under no circumstances is Advertiser permitted to disclose the LN System, its designs, or LN's Confidential Information to any competitor of LN, or to use any of the foregoing for purposes of developing any software or system that will compete with the LN System.

22. Under no circumstances is Advertiser and Publisher permitted to use the LN System for the purpose of gathering competitive intelligence regarding other property management companies or their pricing. Without limiting the generality of the preceding sentence, Advertiser shall not use the LN System to gather or communicate information to allow it to coordinate or fix the prices for LinkNetwork Services.

23. Advertiser and Publisher shall maintain the security of all user IDs and passwords. LN shall bear no responsibility for disclosures of Advertiser's Confidential Information due to Advertiser's failure to comply with this paragraph.

24. Advertiser and Publisher shall provide all that is necessary for it to obtain access to the Internet (and thus to the LN System). LN shall bear no responsibility for the performance of third parties Advertiser has engaged to provide such products and services.

25. Advertiser warrants that it holds all licenses and certifications required by law to offer the Advertiser’s LinkNetwork Services. If Advertiser breaches the terms of this paragraph, LN shall be entitled to terminate this Agreement immediately, retaining all other remedies available to it, and without any obligation to make a pro rata refund of fees to Advertiser.

26. Advertiser warrants that the Advertiser Data (a) does not infringe the rights, including intellectual property rights, of any third party; (b) does not violate any applicable law; and (c) provides an accurate representation of the Advertiser LinkNetwork Services in all material respects. Advertiser shall not make any warranties or representations to any third party on behalf of LN; without limiting the generality of the foregoing, Advertiser shall not represent that LN warrants the Advertiser LinkNetwork Services.

27. Advertiser shall pay the initial and periodic fees set forth in Exhibit A according to the payment terms disclosed in Exhibit A. Except as expressly provided in this Agreement, in the event this Agreement terminates before the expiration of its then-current term for any reason other than breach by LN, Advertiser shall not be entitled to any refund of fees already paid to LN, and Advertiser shall be liable to LN for any fees due but not paid at the time of termination. In the event any amount due LN remains unpaid for 30 days or more, LN may suspend its obligations under this Agreement and Advertiser's access to the LN System, without terminating this Agreement, until such time as Advertiser's account is current.

CONFIDENTIAL INFORMATION

28. Each party shall protect the Confidential Information of the other party with the same degree of care it takes to protect its own sensitive business information of like kind, but in no event less than reasonable care. A party may disclose Confidential Information of the other party if such disclosure is required by law or court order; provided, however, that the disclosing party makes commercially reasonable efforts to notify the other in writing in advance of disclosure.

29. Within five days after termination of this Agreement, each party shall (a) return to the other party all Confidential Information of the other party; (b) erase or destroy Confidential Information of the other party stored on magnetic media or other computer storage, including system backups; and (c) at the other party's request, certify in writing that all materials have been returned or destroyed.

TERM AND TERMINATION

30. The term of this Agreement begins on the Effective Date and shall continue until terminated in accordance with the terms of this paragraph. This Agreement shall terminate upon the occurrence of any one or more of the following events: (a) 30 days after any party's notice to the other that the other has breached this Agreement, provided the breach remains uncured; (b) upon LN's notice to Advertiser that LN is terminating this Agreement without cause, provided LN makes a pro rata refund of Advertiser's fees hereunder for the period between the termination and end of the term for which Advertiser has paid; (c) upon either party's voluntary or involuntary petition in bankruptcy, entry into receivership, or assignment of assets for the benefit of creditors; and (d) as provided in paragraph 25.

GENERAL PROVISIONS

31. Applicable law. This Agreement shall be governed by and interpreted according to the laws of the State of Connecticut, without regard to its conflicts and choice of law provisions. The parties hereby exclude from application to this Agreement the United Nations Convention on Contracts for the Sale of Goods and the Uniform Computer Information Transactions Act (UCITA).

32. Arbitration; Attorney's fees. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules, including its Optional Rules for Emergency Measures of Protection (collectively, the "Arbitration Rules"), and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Any arbitration under this Agreement shall be held at a location selected by the AAA within 30 miles of LN's principal place of business. The parties irrevocably agree, consent, and submit themselves to personal jurisdiction in the courts of the State of Connecticut or the federal court of the United States situated therein, as applicable, which shall have sole and exclusive jurisdiction over any action under this Agreement not subject to arbitration. If any party prevails in an action or proceeding to enforce or interpret this Agreement or any provision hereof, it shall be entitled to its reasonable attorney's fees and costs in the action or proceeding. Advertiser agrees to submit any dispute with an Owner regarding the content of any Owner review on the LN System to arbitration subject to this paragraph. The arbitrator(s) may order, as a remedy in any such dispute, that LN remove or modify the Owner review.

33. Indemnification. Subject to paragraph 34, in the event a party breaches any provision of this Agreement, that party (the Indemnifying Party) shall indemnify the other party, its subsidiaries and affiliated companies, and all their respective employees, directors, agents, and authorized successors and assigns (the Indemnified Parties), against any and all losses, damages, and costs (including reasonable attorneys' fees) arising from each claim of any third party resulting from the breach. The Indemnified Parties shall (a) promptly notify the Indemnifying Party of any claim and give the Indemnifying Party the opportunity to defend or negotiate a settlement of any such claim at the Indemnifying Party's expense, and (b) cooperate fully with the Indemnifying Party, at the Indemnifying Party's expense, in defending or settling any claim.

34. Limitation of liability/exclusion of warranties. IN THE EVENT OF ANY INTERRUPTION IN THE LN SYSTEM, ADVERTISER'S SOLE AND EXCLUSIVE REMEDIES SHALL BE TO OBTAIN A PRO RATA REFUND OF FEES FOR THE PERIOD OF THE INTERRUPTION AND TO TERMINATE THIS AGREEMENT PURSUANT TO PARAGRAPH 30. In no event shall LN be liable to Advertiser for any OTHER DAMAGES, INCLUDING DIRECT indirect, incidental, consequential, special, or punitive damages (even if LN has been advised of the possibility of such damages), or lost profits arising from this agreement or any breach of it. In no event shall LN be liable to Advertiser for any amount in excess of the Fees ADVERTISER HAS paid LN in the year immediately preceding the first event giving rise to any claim for damages. Advertiser acknowledges that LN PROVIDES THE LN SYSTEM without representations or warranties of any kind, either express or implied, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT. Advertiser IS SOLELY RESPONSIBLE FOR THE CONTENT OF THE ADVERTISER DATA, AND LN shall not be liable to ADVERTISER for any claim arising from inaccuracies in the ADVERTISER DATA, any failure to update the ADVERTISER Data promptly, or the ADVERTISER Data's inadequacy for any particular use, whether personal or commercial.

35. Limitations Essential to Bargain. Advertiser stipulates that it has consulted its legal counsel before entering this Agreement. LN has set its prices and service levels based upon the limitations of liability, exclusions of warranty, indemnification, and dispute resolution provisions of this Agreement; as such, the same constitute essential terms of the bargain between the parties.

36. Relationship of the Parties. The relationship of LN to Advertiser is that of independent contractors. Neither party shall be deemed to be the agent, partner, joint venturer, franchisor or franchisee, or employee of the other party or have any authority to make any agreements or representations on the behalf of the other party. Each party shall be solely responsible for the payment of compensation, insurance, and taxes of its own employees.

37. Notice. All notices to be given under this Agreement shall be by personal service, U.S. Mail (return receipt requested), facsimile transmission (if transmission confirmation is retained), or electronic mail (if sender receives a return receipt) to the parties at their respective addresses set forth herein or such other address of which either party may advise the other in writing during the term of this Agreement; and shall be effective the earlier of the date of receipt or three days after mailing or other transmission.

38. No Waiver. No waiver or modification of this Agreement or any of its terms is valid or enforceable unless reduced to writing and signed by both parties.

39. No Assignment. Advertiser may not assign or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of LN. Any purported assignment or delegation in contravention of this paragraph is null and void, and shall immediately cause this Agreement to terminate.

40. Entire Agreement. Subject to LN Policies, this Agreement contains the full and complete understanding of the parties regarding the subject matter of this Agreement and supersedes all prior representations and understandings, whether oral or written, relating to the same.

41. Survival of Obligations. The "Definitions," "Confidential Information," and "General" provisions of this Agreement shall survive its termination or expiration in perpetuity.

42. Severability. Each provision of this Agreement is severable from the whole, and if one provision is declared invalid, the other provisions shall remain in full force and effect. Subject to paragraph 35, in the event that any provision of this Agreement is held invalid or unenforceable by a court having jurisdiction over the parties, the invalid or unenforceable provision shall be replaced, if possible, with a valid provision which most closely approximates the intent and economic effect of the invalid provision.

Exhibit A – Initial and periodic fees & terms of payment for Advertiser, 2009

Basic Listing - Free
Paid Listing – Standard payment of $10 per Link

Exhibit B – Initial and Periodic fees for Seller 2009

Basic Handling Fee - 5%
Merchant Account Fees – 2.9% + $0.30 (Paypal)

The LN Policies describe the components of the basic and enhanced listing services and are subject to change at LN's discretion, except that services shall not be reduced or diminished in any way in an enhanced listing package during the term for which Advertiser has paid for it.

Initial and recurring monthly payment is by credit card/online authorization. All "paid" listings will be set up on a non-recurring monthly payment plan. Advertiser will have the ability to change or cancel their listing via the LN system. All changes and cancellation will be processed at the end of the Advertiser's 30 day billing cycle. No pro rata refund of fees.


The preceding price schedule does not apply to the extent it contradicts any promotional offer, but only during the term of any such promotional offer. Advertiser may choose at the end of any promotional offer to cancel or extend this Agreement on the terms outlined herein.