Terms of Service Agreement

The Terms of Service Agreement (“ToSA”) is provided by Linarc Inc. and its affiliates regarding our products and services through our websites, www.linarc.com and app.linarc.io, and our mobile platforms, which are available on the Apple App Store and Google Play Store as Linarc OneApp, Linarc TimeCard, Linarc Collaboration, and other apps offered under the Linarc Logo and Brand.

This ToSA is a binding agreement between you and Linarc Inc. (“Company” or “Linarc”). This ToSA governs your use of the Linarc software platform and mobile applications and all related documents (“Software”). The Software is licensed to you for specified use and not sold to you directly.

You may access and use the Offerings only under the following ToSA, including any product-specific, supplemental, or other terms referencing or linking to these (“Special Terms”). These ToSA and any applicable Special Terms are collectively the “Terms”. If there is any conflict between these ToSA and the Special Terms, the Special Terms will control in relation to their subject matter.

If your use of a given Paid Offering (as defined below) is governed by a separate Subscription and Services Agreement, Master Services Agreement, or similar agreement entered into with Linarc Inc., that agreement will control to the extent that there is any conflict with these Terms with respect to that Paid Offering.

BY USING THE SOFTWARE, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS ToSA; (B) REPRESENT THAT YOU ARE 18 YEARS OF AGE OR OLDER; AND (C) ACCEPT THIS ToSA AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE SOFTWARE PLATFORM OR APPLICATION.

Registration and Your Account 

All of our Platform Services require user registration. To access Platform Services, you must provide complete, accurate, and truthful information and update the registration information promptly if it changes.

Registered users are responsible for:

(1) maintaining the confidentiality of their login credentials, and

(2) for all activities usage and activity that occur under their account, including use or activity by any third party, they authorize or invite to access, use, or connect to their account; and

(3) all statements made or materials posted under their account, including liability for harm caused by such statements or materials.

You may not assign or transfer your account to any other person or entity without the Company’s prior written permission. You agree that the Company is not responsible for third party access to your account that results from the theft or misappropriation of your login credentials.

Paid Offerings

If there is a fee to use an Offering (a “Paid Offering”), the fee will be disclosed prior to registration and charged as outlined in an applicable order form. Paid Offerings are subject to a separate service agreement with Linarc Inc.

If your access to the Linarc Platform is governed by a Master Service Agreement, your access and use of the software are subject to the terms contained in the Master Service Agreement.

License Grant

Subject to the terms of this ToSA, the Company grants you a limited, non-exclusive, and nontransferable license to download, install, and use the Software for work-related use on a device owned or otherwise controlled by you or the Subscriber (“Device”) strictly in accordance with the Software’s documentation.

License Restrictions

•  You shall not:

(a) copy the Software, except as expressly permitted by this license;

(b) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Software;

(c) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Software or any part thereof;

(d) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Software, including any copy thereof; or

(e) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software, or any features or functionality of the Software, to any third party for any reason, including by making the Software available on a network where it is capable of being accessed by more than one device at any time. 

Reservation of Rights

You acknowledge and agree that the Software is provided under license, and not sold, to you. You do not acquire any ownership interest in the Software under this ToSA, or any other rights thereto other than to use the Software in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this ToSA. Company reserves and shall retain its entire right, title, and interest in and to the Software, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this ToSA. 

Collection and Use of Your Information

You acknowledge that when you download, install, or use the Software, the Company may use automatic means (including, for example, cookies and web beacons) to collect information about your Device and about your use of the Software. You also may be required to provide certain information about yourself as a condition to downloading, installing, or using the Software or certain of its features or functionality. All information we collect through or in connection with this Software is subject to our Privacy Policy, available at www.linarc.com/privacy. By downloading, installing, using, and providing information to or through this Software, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

Updates

Company may, from time to time in its sole discretion, develop and provide Software updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that the Company has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your Device settings, when your Device is connected to the internet, either:

(a) the Software will automatically download and install all available Updates; or

(b) you may receive notice of or be prompted to download and install available Updates.

You shall promptly download and install all Updates and acknowledge and agree that the Software or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Software and be subject to all terms and conditions of this ToSA.

 The Company shall assume no obligation for the software to function properly in older versions or devices no longer supported.

Notices and Messaging

You understand that by registering with the Offerings, you may receive regular updates, marketing, and other communications regarding new or existing Company products and services. You agree that Company will provide notices and messages to you in the following ways: (1) within the Offerings, or (2) sent to the contact information you provide us (e.g., email, mobile number, physical address). You may opt out of receiving promotional or marketing communications from us at any time by using the unsubscribe link in the email communications we send.

Terms and Termination

The term of this ToSA commences when you install or sign in to the Software and will continue in effect until terminated by the subscriber or the Company as set forth in this ToSA.

Company may terminate these Terms at any time with notice to the user. Company may terminate the ToSA when the Master Service Agreement to the Subscriber terminates. You may terminate this ToSA by deleting the Software and all copies from your Device or requesting the subscriber to remove you from the platform.

On termination, you lose the right to access or use the Platform Services. Upon termination, all rights granted to you under this ToSA will also terminate, and you must cease all use of the Software and delete all copies of the Software from your Device and account. The following will survive termination: Registration and Your Account, License of your Content to Company, Feedback and Suggestions, Use Limitation, Limitation of Liability, Indemnification, Governing Law, Dispute Resolution, and the General sections of these Terms, and any other terms that would naturally survive by their nature. Any amounts owed by either party prior to termination remain owed after termination. Company will have no liability or responsibility to any user related to or arising out of any termination of access to the Platform Services. 

Disclaimer of Warranties

THE SOFTWARE IS PROVIDED TO LICENSEE “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, COMPANY, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SOFTWARE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, SOFTWARES, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

 SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SOFTWARE FOR:

(a) PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES; OR

(b) DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE.

THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.

Indemnification

You agree to indemnify, defend, and hold harmless the Company and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, arising from or relating to your use or misuse of the Software or your breach of this ToSA, including but not limited to the content you submit or make available through this Software.

Severability

If any provision of this ToSA is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this ToSA will continue in full force and effect.

Governing Law

This ToSA is governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to this ToSA or the Software shall be instituted exclusively in the federal courts of the United States or the courts of the State of California. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Limitation of Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS ToSA OR THE SOFTWARE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Entire Agreement

This ToSA, other terms of use related to the Software, and our Privacy Policy constitute the entire agreement between you and Company with respect to the Software and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Software.

Waiver

No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this ToSA and any applicable purchase or other terms, the terms of this ToSA shall govern.