Terms of Use

LINKER FINANCE reserves the right to update and change the Terms of Use from time to time without notice. LINKER FINANCE will provide a five (5) day advance notice of the implementation of any change to the Terms of Use. Any new features that are added to the current Product shall also be subject to the Terms of Use. Continued use of the Product after any such changes shall constitute your consent to such changes. You can review the most current version of this Agreement at any time at: linkerfinance.com/legal/terms-of-use/. You should review the Terms of Use from time to time for updates and changes.

All capitalized terms used in this Agreement will have the meanings given to them herein. All other terms used in this Agreement will have their plain English (U.S.) meaning.

‍1. ORDER. Customer may enter into additional Orders with Linker Finance following the Effective Date. Any additional Orders will be effective and become a part of this Agreement only when accepted by authorized representatives of Customer and Linker Finance. All accepted Orders are incorporated by reference into this Agreement. To the extent of any conflict between these Terms and an Order, these Terms will control.

‍2. SERVICES.
2.1 Grant of Rights Subject to Customer’s compliance with this Agreement, including payment of all Fees (as defined below) and compliance with all restrictions set forth in the Order, during the Term, Linker Finance will provide Customer with a limited, non-exclusive, non-transferable, sub licensable right to access and use the features and functionality of the Services specified in the Order solely for Customer’s own internal business purposes.
‍2.2 Authorized User Accounts. Customer may permit its employees, agents, contractors or representatives (“Authorized Users”) to use the Services subject to Customer’s payment of the Fees and compliance with the restrictions set forth in the Order. Authorized Users may be required to establish an account on the Services (an “Account”) prior to accessing the Services. The identification and password associated with each Authorized User’s Account (the “Account ID”) is personal in nature and may only be used by the Authorized User associated with that Account, provided that each Account ID may be transferred from one individual to another if the original Authorized User is no longer permitted to use the Services. Except for the foregoing, Customer will not, and shall ensure that each Authorized User does not, distribute or transfer any Account or Account ID or provide any third party the right to access any Account or Account ID. Customer is solely responsible for all use of the Services by each Authorized User through each Account and for compliance by each Authorized User with the applicable terms of this Agreement and any other agreement to which the Authorized User agrees in connection with Linker Finance’s Services. Customer will ensure that all information about each Authorized User provided to Linker Finance is and remains accurate and complete and that all Account IDs are kept secure and confidential. Customer will notify Linker Finance immediately if any Account ID is lost, stolen, or otherwise compromised.
‍2.3 Evaluation Access. If Customer is provided access to the Services on an evaluation or trial basis (“Evaluation Access”) then, subject to the terms of this Agreement, Customer may2 access and use those features and functionality of the Services that Linker Finance provides in connection with such Evaluation Access until Linker Finance terminates such access. Notwithstanding any other provision of this Agreement to the contrary: (1) LINKER FINANCE’S CUMULATIVE LIABILITY RELATING TO ANY EVALUATION ACCESS, AND ANY USE OF THE SERVICES IN CONNECTION THEREWITH, IS LIMITED TO DIRECT DAMAGES IN AN AMOUNT NOT TO EXCEED THE GREATER OF (A) $100 OR (B) THE AMOUNT CUSTOMER ACTUALLY PAID FOR THE EVALUATION ACCESS; and (2) Linker Finance provides the Evaluation Access, and all use of the Services in connection therewith: (a) on an “AS IS” and “AS AVAILABLE” basis without warranty of any kind; (b) without support, maintenance, training, or other services relating to the Services; and (c) without any obligation or duty to indemnify, defend, or hold Customer harmless from any Claims or Liabilities. Linker Finance may terminate Customer’s Evaluation Access at any time terminate and, unless Customer has executed an Order with Linker Finance providing for continued access to and use of the Services, Customer will cease all access to and use of the Services.
‍2.4 Third-party Services. The Services may display, include or make available third-party content (including data, information, applications and other products services) or provide links to third-party websites or services (“Third-party Services”). Customer acknowledges and agrees that Linker Finance shall not be responsible for any Third-party Services, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. Linker Finance does not assume and shall not have any liability or responsibility to Customer or any other person or entity for any Third-party Services. Third-party Services and links thereto are provided solely as a convenience to Customer and Customer accesses and uses them entirely at its own risk and subject to such third parties’ terms and conditions.
‍2.5 ModificationS. Linker Finance reserves the right, at any time, to update or modify the Services. Linker Finance will inform Customer of modifications by email or through the Services and will use commercially reasonable efforts to notify Customer 10 days in advance of any update or modification taking effect. Linker Finance will provide Customer with any updates or modifications that Linker Finance makes commercially available, however, Linker Finance reserves the right to charge additional fees for new features or functionality, including additional supported integrations.

‍3. RESTRICTIONS. The Services and all software, hardware, data, databases, and other technology used to provide the Services (collectively, the “Technology”), constitute the valuable intellectual property of Linker Finance. As an express condition to the rights granted to Customer under this Agreement, Customer will not and will not permit any employee, contractor, Authorized User, or third party to: (1) use or access the Technology or any portion thereof for any purpose except as expressly provided in this Agreement; (2) modify, adapt, alter, translate, or create derivative works from the Technology; (3) distribute, lend, loan, lease, license, sublicense, transfer, or make available the Technology, or any rights in or to the Technology to any third party; (4) access or use the Technology in any unlawful, illegal, or unauthorized manner; (5) access or use the Technology in any manner that could damage, disable, overburden or impair the Services; (6) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, structure, design, or method of operation for the Technology; (7) circumvent or overcome (or attempt to circumvent or overcome) any technological protection measures intended to restrict access to the Technology; (8) interfere in any manner with the operation of the Technology or attempt to gain unauthorized access to the Technology; or (9) alter, obscure, or remove any copyright notice, copyright management information or proprietary legend contained in or on any Technology. All use of the Technology will be solely in accordance with this Agreement, any applicable documentation or instructions provided by3 Linker Finance. Linker Finance may monitor use of the Technology to verify compliance with the terms of this Agreement. Customer consents to all such monitoring and to the use by Linker Finance of all data and information collected through such monitoring.

‍4. CONSULTING SERVICES. If an Order provides for Consulting Services, Linker Finance will perform the Consulting Services and provide any deliverables resulting from such Consulting Services (“Deliverables”) as set forth in the Order. Nothing in this Agreement shall prevent Customer from performing for itself or acquiring from other providers the same or similar services, nor prevent Linker Finance from providing the same or similar Consulting Services for itself or to other customers (subject to confidentiality and intellectual property obligations set forth in the Agreement). Subject to payment of all applicable Fees when due, Linker Finance grants to Customer a non-exclusive, non-transferable, worldwide license to use any Deliverables provided to Customer by Linker Finance under this Agreement for the purposes set forth in the applicable Order or, if no purpose is specified, for Customer’s own internal business purposes in connection with its use of the Services. Customer agrees not to: (1) sublicense, lease, sell, rent, loan or otherwise transfer the Deliverables to any third party; (2) reverse engineer, decompile, disassemble or otherwise attempt to derive the source code or method of operation of the Deliverables; or (3) otherwise use or copy the Deliverables except as expressly allowed in this Section.

‍5. SUPPORT. Linker Finance will provide support, maintenance, training, and other services relating to the Services solely as specified in Orders under this Agreement or under a separate written agreement between the parties. Except as may be specified in an Order, or such a separate agreement, Linker Finance is under no obligation to provide Customer with support, maintenance, training, or other services relating to the Services. Notwithstanding the foregoing, should Linker Finance provide Customer with any support, maintenance, training, or other services relating to the Services, any such support, maintenance, training, or other services will be subject to the terms specified in the Order and Linker Finance’s then-current terms for support, maintenance, or training, as applicable

‍6. FEES AND PAYMENT. Customer will pay the fees specified in each Order (“Fees”) when due. Unless specified in the Order, all Fees are due and payable by Customer in advance within 30 days of the date of each applicable invoice. Linker Finance may increase the Fees upon renewal of any Order, effective upon such renewal, by providing Customer notice at least 45 days prior to the end of the then-current Term. In the case of late payment, after prior written notice, Linker Finance may suspend Customer’s use of the applicable Services until payment is made in full. Customer may not withhold, reduce, or offset Fees owed to Linker Finance under this Agreement against any amounts due to Customer. Customer may not reduce the Fees payable under the Order or any limitations set forth in the Order during the Term. All Fees are non-refundable. Until paid in full, all past due amounts will bear an additional charge of the lesser of 1½% per month or the maximum amount permitted under applicable law. Customer agrees to pay any taxes and other Fees and charges imposed by any government entity on the Services or arising from this Agreement, excluding taxes based on Linker Finance’s net income and payroll taxes. Customer must provide to Linker Finance any direct pay permits or valid tax-exempt certificates prior to signing the Order.

‍7. OWNERSHIP AND RIGHTS.
7.1 Technology. As between Linker Finance and Customer, Linker Finance and its providers retain all right, title, and interest, including all IPR, in and to the Technology, any updates, upgrades, enhancements, modifications, and improvements thereto, and any other materials provided or developed by Linker Finance or its providers in the course of performance under this Agreement. For purposes of this Agreement, “IPR” means all intellectual property and proprietary rights throughout the world, including all copyrights, trademarks, trade secrets, 4 patents (and patent applications), moral rights, rights in data and databases, and other intellectual property and proprietary rights. Customer receives no ownership interest in or to any of the foregoing. Customer is not granted any right or license to use any of the foregoing (whether by implication, estoppel, or otherwise), apart from Customer’s ability to access and use the Services as specified in this Agreement. The Linker Finance name, logo and all product and service names associated with the Services are trademarks of Linker Finance and its licensors and providers, and Customer is granted no right or license to use them. Customer covenants, on behalf of itself and its successors and assigns, not to assert against Linker Finance any rights, or any claims of any rights, in any Linker Finance Technology.
‍7.2 Customer Data. “Customer Data” means all data, information, content and materials that Customer or its Authorized Users transmit through the Services. As between Customer and Linker Finance, Customer retains all right, title, and interest, including all IPR, in and to the Customer Data and is solely responsible for the Customer Data. Customer grants Linker Finance a nonexclusive right to process Customer Data solely to provide and support the Services and to otherwise perform its obligations and exercise its rights under this Agreement. Customer commits to Linker Finance that neither the Customer Data nor Linker Finance’s use of Customer Data will: (a) violate this Agreement or any applicable laws, rules, or regulations; (b) be libelous, defamatory, obscene, abusive, pornographic, threatening, or an invasion of privacy; (c) constitute an infringement or misappropriation of the IPR or other rights of any third party; (d) be illegal in any way or advocate illegal activity; or (e) be false, misleading, or inaccurate. Customer represents and warrants to Linker Finance that Customer has all right, title, and interest in, and has obtained all consents and permissions to all Customer Data necessary to grant Linker Finance the foregoing rights and licenses and covenants and agrees to maintainsuch rights throughout this Agreement. Linker Finance will not be responsible or liable for any deletion, correction, destruction, damage, loss, or failure with respect to any Customer Data. Linker Finance may take remedial action if any Customer Data violates this Agreement, provided that Linker Finance is under no obligation to review any Customer Data for potential liability.
‍7.3 Feedback. If either party provides any general suggestions, ideas, or other feedback about the other party or the other party’s products, services, or offerings (“Feedback”), the other party may use and otherwise act on Feedback with no financial, credit, confidentiality or other obligation to such party, but is not obligated to use Feedback in any way.

‍8. CONFIDENTIALITY. Each party (“Recipient”) may receive Confidential Information from the other party (“Discloser”) during the Term of this Agreement. Each Recipient agrees to protect from disclosure such Confidential Information with the same degree of care that it affords its own confidential information, but in no event with less than reasonable care, and to only use the Discloser’s Confidential Information as is necessary to perform its obligations and exercise its rights under this Agreement. For purposes of this Agreement, “Confidential Information” means all information regarding a party’s business or affairs, that is either designated as confidential, of a nature such that a reasonable person would recognize it as confidential; or disclosed under circumstances such that a reasonable person would know it is confidential. Confidential Information of either party disclosed prior to the Effective Date will be subject to this Section. The following information will not be considered Confidential Information: (1) information that is independently developed by the Recipient without reference to the Discloser’s Confidential Information; (2) information that is generally known to the public without breach of this Agreement by the Recipient; (3) information that, at the time of disclosure, was known to Recipient free of confidentiality restrictions; or (4) information that the Discloser agrees in writing is free of confidentiality restrictions. In the event of legal proceedings relating to the Confidential Information, the Recipient will cooperate with the Discloser and comply with5 applicable law (all at Discloser’s expense) with respect to handling of the Confidential Information.

‍9. TERMINATION AND SUSPENSION.
9.1 Suspension. Linker Finance may suspend or limit use of the Services where it believes that Customer’s continued use of the Services may be in violation of this Agreement or applicable law or present a risk of harm, loss, or liability to the Services, Linker Finance, its providers, or any other third parties. Linker Finance will use commercially reasonable efforts to (a) limit the extent and duration of any suspension, (b) notify Customer of any suspension (in advance if possible), and (c) reinstate any suspended Services as soon as possible.
‍9.2 Termination. Either party may terminate this Agreement effective on written notice to the other Party: (a) if the other Party materially breaches this Agreement and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured 30 days after the non-breaching Party provides the breaching Party with written notice of such breach or (b) if the other party files for bankruptcy, becomes insolvent, or makes an assignment for the benefit of creditors.
‍9.3 Refund and Payments. If Customer terminates this Agreement due to Linker Finance’s material breach or insolvency under Section 11.2(a) or (b), Customer will be entitled to: (a) a pro-rata refund in the amount of any unused portion of prepaid Fees under this Agreement, calculated as of the effective date of termination; and (b) a release from the obligation to pay Fees due under this Agreement for periods after the effective date of termination. If this Agreement is terminated for any other reason, including Customer’s material breach or insolvency, Customer will not be entitled to any refund and will remain obligated to pay all Fees due.
‍9.4 Effect of Expiration or Termination. Upon the effective date of any expiration or termination of this Agreement: (a) except as otherwise stated above, all Fees under this Agreement will become due and payable; (b) Linker Finance may cease providing access to any Linker Finance Technology; (c) all rights and licenses under this Agreement will terminate, including any right to access or use to any Technology; and (d) except as permitted under this Agreement, each party will return to the other party or, at the option of the other party, permanently destroy any other Confidential Information of the other party in such party’s possession or control. At the request of the other party, each party will certify in writing to its compliance with this Section.
‍9.5 Survival. The following Sections shall survive the termination of this Agreement 1, 8, 9, 10, 11, 13, 14, 15, 16, 17, and 19.

‍10. WARRANTIES AND DISCLAIMER.
10.1 Mutual. Each party represents and warrants its current and continuing compliance with all laws and regulations applicable to it in connection with: (a) in the case of Linker Finance, the operation of the Services; and (b) in the case of Customer, the Customer Data and Customer’s use of the Services. Each party further represents and warrants that: (i) such party has full power and authority to enter into this Agreement and to perform itsobligations under this Agreement; (ii) this Agreement is a legal and valid obligation binding upon such party and enforceable in accordance with its terms; and (iii) this Agreement will not conflict with, result in a breach of, or constitute a default under any other agreement to which such party is a party or by which such party is bound.
‍10.2 Performance. Linker Finance warrants that it will use commercially reasonable efforts to provide the Services and Consulting Services: (a) in substantial conformance with the then-current technical documentation; and (b) with the degree of skill and care reasonably 6 expected from a supplier of services substantially similar to the nature and complexity of the Services. Customer’s sole and exclusive remedy and Linker Finance’s entire liability for breach of the foregoing warranty will be, in Linker Finance’s discretion, re-performance of the deficient Services or termination of Customer’s subscription to the affected Services. Any termination must occur within three months of Linker Finance’s failure to re-perform.
‍10.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER LINKER FINANCE NOR ITS PROVIDERS OR SUBCONTRACTORS MAKE ANYREPRESENTATION OR WARRANTIES, AND LINKER FINANCE AND ITS PROVIDERS AND SUBCONTRACTORS HEREBY DISCLAIM, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL REPRESENTATIONS, WARRANTIES, TERMS, CONDITIONS, OR STATEMENTS, WHICH MIGHT HAVE EFFECT BETWEEN THE PARTIES OR BE IMPLIED ORINCORPORATED INTO THIS AGREEMENT, WHETHER BY STATUTE, COMMON LAW, OR OTHERWISE, INCLUDING THE IMPLIED CONDITIONS, WARRANTIES, OR OTHER TERMS AS TO TITLE, NON-INFRINGEMENT, MERCHANTABILITY, SUITABILITY, ORIGINALITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE. LINKER FINANCE MAKES NO WARRANTIES THAT THE OPERATION OF THE SERVICES WILL BE SECURE, UNINTERRUPTED, OR ERROR FREE. CUSTOMER AGREES THAT IT IS NOT RELYING ON DELIVERY OF FUTURE FUNCTIONALITY, PUBLIC COMMENTS, OR ADVERTISING OF LINKER FINANCE OR PRODUCT ROADMAPS IN OBTAINING SUBSCRIPTIONS FOR ANY SERVICES.

‍11. INDEMNIFICATION.
11.1 By Customer. Customer will defend, indemnify, and hold harmless Linker Finance, its affiliates and licensors, and each of their respective officers, directors, shareholders, employees, contractors, agents, and representatives, from and against all claims, allegations, actions, or suits brought by any third party (“Claims”), and any loss, liability, cost, judgment, award, settlement, penalty, damage, fine, expense, or fee (including attorneys’ fees and costs of collection) (“Liabilities”) arising directly from any such Claims and relating to the Customer Data.
‍11.2 By Linker Finance. Linker Finance will defend, indemnify, and hold harmless Customer and its affiliates, and each of their respective officers, directors, shareholders, employees, contractors, agents, and representatives, from and against all Claims, and any Liabilities arising directly from any such Claims and relating the Services or Customer’s permitted use of the Services infringing, misappropriating, or violating the third party’s IPR.Should any Claim relating to the Services violating a third party’s IPR be made, or in Linker Finance’s reasonable opinion be likely to be made, in addition to Linker Finance’s indemnification obligations under this Section, Linker Finance may, at its option and expense: (a) procure for Customer the right to continue using the applicable Services; (b) replace or modify the applicable Services so as to no longer infringe; or (c) terminate the applicable Order and/or this Agreement. Linker Finance’s obligations under this Section will not extend to, and Linker Finance shall have no liability under this Section for, any Claim based on, arising out of, or relating to any: (i) failure by Customer to comply with the terms of this Agreement or any documentation or instructions provided by Linker Finance; (ii) any Customer Data; (iii) any specifications or instructions provided by Customer; (iv) any additions, changes, or modifications to the Technology, unless provided by Linker Finance; (v) any products, services, or other offerings not provided by Linker Finance under this Agreement; or (vi) any systems, networks, databases, hardware, and software provided under any open source license or any other license or agreement other than this Agreement. THIS SECTION STATES CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND LINKER FINANCE’S ENTIRE LIABILITY FOR7 INFRINGEMENT OR MISAPPROPRIATION CLAIMS RELATING TO THIS AGREEMENT AND THE SERVICES.
‍11.3 Procedure. Each party will: (a) give the other party prompt notice of any claim for indemnification or defense under this Section 13, provided however that the failure to give such notice shall not relieve the indemnifying party of its obligations hereunder except to the extent that such indemnifying party is materially prejudiced by such failure; (b) grant to the other party sole control of the defense or settlement of any resulting legal proceedings, provided that any such settlement involves only the payment of money and does not subject the indemnified party to any continuing obligation or require any admission of criminal or civil responsibility; and (c) provide the other party with reasonable cooperation and, at the other party’s request and expense, assistance in the defense or settlement of any claim for indemnification. Notwithstanding the foregoing, the indemnified party may participate in any defense, settlement, or other legal proceedings relating to any such indemnification at such party’s expense through counsel of such party’s choice.

‍12. LIMITATION OF LIABILITY. IN NO EVENT WILL EITHER PARTY OR ITS RESPECTIVE LICENSORS OR PROVIDERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING LOSS OF PROFIT, REVENUE, BUSINESS INTERRUPTION, TIME OPPORTUNITY, OR GOODWILL. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE TOTAL CUMULATIVE LIABILITY OF EACH PARTY TO THE OTHER PARTY UNDER OR RELATED TO THIS AGREEMENT SHALL BE LIMITED TO DIRECT DAMAGES, IN AN AMOUNT NOT TO EXCEED THE FEES PAID BY CUSTOMER TO LINKER FINANCE IN THE 12 MONTHS PRECEDING THE LIABILITY. ALL CLAIMS BY A PARTY AGAINST THE OTHER PARTY RELATING TO THIS AGREEMENT OR THE SERVICES MUST BE BROUGHT WITHIN 18 MONTHS AFTER THE CLAIM ARISES, OR ANY SHORTER PERIOD SPECIFIED BY APPLICABLE LAW. IN STATES WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, EACH PARTY’S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

‍13. DISPUTE RESOLUTION. The parties will attempt to resolve all disputes, controversies, or claims arising under, out of, or relating to this Agreement, including the formation, validity, binding effect, interpretation, performance, breach or termination, of this Agreement and the arbitrability of the issues submitted to arbitration hereunder and non-contractual claims relating to this Agreement (each, a “Dispute”) through discussion between the parties. Except as otherwise provided in Section 16, if any Dispute cannot be resolved through negotiations between the parties within 30 days of notice from one party to the other of the Dispute, either party may submit such Dispute for final settlement through binding arbitration under thearbitration rules of the American Arbitration Association then in effect (the “Rules”). Either party may commence the arbitration by delivering a request for arbitration as specified in the Rules. The arbitration will be conducted before a sole neutral arbitrator selected by agreement of the parties. If the parties cannot agree on the appointment of a single arbitrator within 30 days after either party to this Agreement delivers a request for arbitration, a neutral arbitrator will be selected as provided in the Rules. The arbitration will be conducted in the English language at a site specified by Linker Finance in Pasadena, California. The arbitrator will apply the law set forth in Section 17 to any such arbitration and shall have the power to award any remedy available at law or in equity; provided, however, that the arbitrator shall have no jurisdiction to amend this Agreement or grant any relief not permitted herein or beyond the relief permitted herein. The award of the arbitrator will be the exclusive remedy of the parties for all claims, counterclaims, issues or accountings presented or plead to the arbitrator. The award of the arbitrator may not require payment of the costs, fees and expenses incurred by the prevailing party in any such arbitration by the non-prevailing party. Judgment upon the award may be entered in any court or governmental body having jurisdiction thereof. Any additional costs, fees or expenses incurred in enforcing the award may be charged against the party that resists its enforcement.

‍14. INJUNCTIVE RELIEF. Without prejudice to the parties’ right to proceed with arbitration, nothing in this Agreement will limit either party’s right to seek immediate injunctive or other equitable relief in any court of competent jurisdiction. Each party acknowledges and agrees that due to the unique nature of the Technology and the IPR relating thereto, there can be no adequate remedy at law for any breach by Customer of its obligations hereunder, that any such breach may cause Linker Finance irreparable harm, and therefore, that upon any such breach of this Agreement or threat thereof, Customer will not oppose any attempt by Linker Finance to obtain, in addition to whatever remedies it may have at law, an injunction or other appropriate equitable relief without making any additional showing of irreparable harm (and agrees to support the waiver of any requirement that Linker Finance be required to post a bond prior to the issuance of any such injunction or other appropriate equitable relief).

‍15. CHOICE OF LAW; VENUE. This Agreement and any claims relating to the subject matter hereof will be governed by and construed under the laws of the State of California, without reference to its conflicts of law principles. All disputes will be subject to the exclusive jurisdiction of the courts located in San Francisco, California. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act (where enacted) will not apply to this Agreement.

‍16. EXPORT. Customer will comply with all export and import control laws, rules, and regulations applicable to the access to and use of the Services. Customer will obtain all licenses, permits, and approvals required by the U.S. government or any other government and under any applicable laws. Customer will not export or re-export any Technology without all such required licenses, permits, and approvals. Customer will defend, indemnify, and hold harmless Linker Finance from and against all fines, penalties, liabilities, damages, costs, and expenses incurred by Linker Finance as a result of any violation of such laws by Customer.

‍17. MISCELLANEOUS.‍
‍17.1 Entire Agreement. This Agreement, including these Terms, all Orders under these Terms, and all documents referenced herein, constitutes the complete and exclusive statement of the agreement between Linker Finance and Customer relating to the Services and the subject matter hereof and supersedes all prior agreements, arrangements, and understandings between the parties relating to that subject matter. Each party acknowledges that in entering into this Agreement it has not relied on any representation, discussion, collateral contract or other assurance except those expressly set out in this Agreement. The terms of this Agreement shall prevail over any additional, conflicting, or inconsistent terms and conditions which may appear on any purchase order furnished by one party to the other, and any additional terms and conditions in any such purchase order shall have no force and effect, notwithstanding the non-furnishing party’s acceptance or execution of such purchase order. Except as permitted in these Terms, the Agreement may be modified only by a writing signed by both parties.
‍17.2 Notice. All notices, consents, authorizations, and approvals to be given by a party hereunder will be in writing and will be delivered to the party’s address set forth in the Order, either via: (a) hand-delivery; (b) reputable overnight mail service; or (c) certified mail, return receipt requested, to the other party; or (d) by electronic mail transmission, provided that receipt of such electronic mail is confirmed by the recipient. All notices will be effective upon confirmation or acknowledgment of receipt (or when delivery is refused), except notice by electronic mail which will be effective only after receipt of the electronic mail is actually confirmed by the recipient. Either party may change its address for notice by giving notice of the new address to the other party.
‍17.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the invalidity or unenforceability will not affect the other provisions of this Agreement.
‍17.4 Waiver. A waiver of any breach of this Agreement is not deemed a waiver of any other
‍17.5 Electronic Signature; Counterparts. Electronic signatures that comply with applicable law are deemed original signatures. This Agreement may be executed in two or more counterparts, whether to these Terms or an Order, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.
‍17.6 Assignment. Neither party may assign this Agreement or any right, interest or benefit under this Agreement without the prior written consent of the other party; provided, however, either party may assign this Agreement to a successor who acquires substantially all of its assets or equity through purchase, merger or other transaction without the other party’s consent. Any purported assignment in breach of the foregoing will be null and void. This Agreement will be fully binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns, and nothing in this Agreement confers upon any other person or entity any legal or equitable right whatsoever to enforce any provision of this Agreement.
‍17.7 Relationship of the Parties. The parties are independent contractors, and no partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties is created by this Agreement.
‍17.8 Force Majeure. Any delay or failure in performance (other than for the payment of amounts due) caused by conditions beyond the reasonable control of the performing party, including, without limitation, acts of God or any governmental body, war or national emergency, epidemic or pandemic, riots or insurrection, sabotage, embargo, fire, flood, accident, strike or other labor disturbance, or interruption of or delay in systems, power or telecommunications under third-party control is not a breach of this Agreement. The time for performance will be extended for a period equal to the duration of the conditions preventing performance.