Terms & Conditions
1. General | Scope
1.1. These General B2B Terms & Conditions (“Terms”) apply to all contracts between AA Legal Consulting GmbH, 50674 Cologne, Germany and its commercial customers (“Customer”) irrespective of their jurisdiction. For the purposes of this agreement, AA Legal Consulting GmbH is referred to by its brand name “Linklaw”.
1.2. These Terms apply irrespective of having been incorporated in any particular ordering document or online, email or in-app ordering process (each an “Order”).
1.3. These Terms apply to the exclusion of all others. Different, conflicting or supplementary terms of any form purchase order or other pre-printed terms, linked terms incorporated into, or additional terms added by, Customer’s purchase order are not applicable.
1.4 As described on Linklaw’s website www.golinklaw.com and updated from time to time, and as specified in the following sections, Linklaw offers professional training and online training resources for Lawyers, Legal Professionals and their Support Staff (combined referred to as “Services”.
2. Courses
2.1. As described on Linklaw’s website www.golinklaw.com and updated from time to time, Linklaw offers licenseable pre-recorded online learning content on various legal and language learning topics (“Courses”). Subject to the terms and conditions of the applicable Order, Linklaw grants to Customer, during the applicable Term (as defined in Section 9.2), a limited, non-exclusive, non-sublicensable, non-transferable (except as expressly permitted herein) right to access and use Courses described in one or more Orders solely for Customer’s internal business purposes (“License”).
2.2. Prior to confirmation of any Order, Customer may choose one of the following license options:
2.2.1. Either to access Courses through Linklaw’s proprietary Learning Management System (“LMS”) hosted at courses.golinklaw.com, or
2.2.2. any internal LMS used or hosted by Customer.
2.3. Customer may grant employees, consultants, contractors, or agents of Customer (each, a “Permitted User”), access to Courses by creating or asking Linklaw to create individual user accounts and supplying Permitted Users with user identification and password. As fees as specified in Section 8 are based on actual user count, Individual User accounts are for named Permitted User only and cannot be shared or used by more than one Permitted User. Linklaw reserves the right to monitor Customer’s and its Permitted Users’ compliance with any usage restrictions herein.
3. Training
3.1. As described on Linklaw’s website www.golinklaw.com and updated from time to time, Linklaw offers live group or one-on-one legal, language & communication training sessions via video call (“Training”). Subject to the terms and conditions of the applicable Order, Customer may grant employees, consultants, contractors, or agents of Customer (each, a “Permitted Participants”), access to Training by scheduling and passing along meeting credentials to any Permitted Participant. As fees as specified in Section 8 are based on actual participant count, only individual participants are to partake in Training and video or audio streams are not to be shared. Linklaw reserves the right to monitor Customer’s and its Permitted Participants’ compliance with any participation restrictions herein.
3.2. Training sessions are provided via web browser using one of the common video conferencing tools Google Meet, Zoom, or Microsoft Teams. Customer is responsible for fulfilling the technical requirements for users to access Training sessions using one of the aforementioned tools.
3.3. Each booking request made by Customer or a Permitted Participant is subject to availability of the requested instructor at the requested time. Upon confirmation of the booking request, the agreement to participate in the Training session is to become binding on Linklaw and Customer.
3.4. Linklaw strives to make the desired instructor available to Customer and its Permitted Participants at the desired time. However, Linklaw reserves the right to staff Trainings or replace a designated instructor with an equally qualified instructor at any time before the start of a Training session without giving a reason for such change or prior notice of such change.
3.5. The content and scope as well as the time and duration of each Training session are set out in the Order. Linklaw reserves the right to adapt and/or supplement the content and scope of a session at any time in order to more specifically provide value to Customer.
3.6. Linklaw and the respective instructor is to be free to determine the specific content and/or design of any Training session at their own discretion. With regard to Linklaw One-on-One Training, Linklaw will use commercially reasonable efforts to accommodate any reasonable requests from Customer and its Permitted Participant regarding the specific content and/or design of a session. Each Training session may include up to five (5) minutes of administrative activities (e.g., designation of homework, preparation of notes).
3.7. The booking of Training sessions is not limited to a specific Permitted Participant. A change of the individual Permitted Participant participating in a session is possible any time until the beginning of the respective session but is excluded after the session is scheduled to begin.
3.8. Linklaw and the instructor reserve the right to exclude a Permitted Participant from a Training session at any time if the Permitted User is disrespectful or disruptive, uses profanity, engages in harassment based on age, race, gender, color, religion, national origin, disability, marital status, covered veteran status, sexual orientation, status with respect to public assistance and other characteristics protected under state, federal or local law, or otherwise behaves in an unprofessional manner. In such case, the respective Credits for such sessions are forfeited and not refundable to Customer.
3.9. Customer and any Permitted Participant may cancel any Training session with written notice to Linklaw for any reason up to twenty-four (24) hours before the scheduled starting time of the Training session. Linklaw may cancel any Training session for any reason or no reason up to twenty-four (24) hours before its scheduled starting time. In the event of illness of the designated instructor, force majeure, or other unforeseeable events beyond Linklaw’s control, Linklaw may cancel any Training session less than twenty-four (24) hours before its scheduled starting time. In each case described in this Section 3.9, Linklaw is released of its obligation to provide the respective session, and the Parties will cooperate to reschedule.
3.10. If Customer or a Permitted Participant cancels a Training session at least twenty-four (24) hours before its scheduled start time, Customer may reschedule the session under the limitations of section 3.3 without incurring any additional costs or fees.
3.11. If Customer or a Permitted Participant cancels a Training session less than twenty-four (24) hours before its scheduled starting time, or (ii) does not attend a Training session in whole or in part, Linklaw is entitled to payment in full for the respective session.
4. Use & Participation Restrictions
4.1. Customer shall not (and shall not permit any third party, including Permitted Users, to) directly or indirectly: (a) sublicense, sell, resell, transfer, assign, distribute, share, lease, rent, make any external commercial use of, outsource, use on a timeshare or service bureau basis, or use in an application service provider or managed service provider environment, or otherwise generate income from any content of Courses; (b) record, tape, save or copy any content of Courses onto or share or broadcast any content of Courses on any private, public or distributed network; (c) decompile, reverse engineer or disassemble any portion of any content of Courses, or otherwise attempt to discover any source code, object code or underlying structure, ideas, know-how or algorithms or other operational mechanisms of any content of Courses, in each case, unless permitted by mandatory statutory law; (d) modify, adapt, translate or create derivative works based on all or any part of Courses (except to the extent expressly permitted by Linklaw); (e) modify any proprietary rights notices that appear in the Courses or components thereof; (f) use any content of Courses in violation of any applicable laws and regulations (including any export laws and restrictions, national security controls and regulations) or outside of the scope of rights as set forth in this Section; (g) configure Courses to collect (i) any data that is defined as sensitive or non-public personal data, protected health information, or “special categories of data” within the meaning of the EU General Data Protection Regulation (“GDPR”), the California Consumer Protection Act (“CCPA”), the California Privacy Rights Act (“CPRA”), or any other applicable data protection law or regulation; (ii) passwords or other authentication credentials; (iii) any payment or other financial data, biometric data or genetic data; or (iv) any data relating to a person under the age of sixteen (16) years (collectively, “Prohibited Data”); or (h) use Courses to (i) store, download or transmit infringing, libelous or otherwise unlawful or tortious material, or malicious code or malware; or (ii) engage in phishing, spamming, denial-of-service attacks or other fraudulent or criminal activity; (iii) interfere with or disrupt the integrity or performance of third party systems, or Courses or data contained therein; (iv) attempt to gain unauthorized access to Courses or Linklaw’s systems or networks; or (v) perform, or engage any third party to perform, penetration testing, vulnerability assessments or other security assessments.
4.2. Customer must not and must not allow any Permitted Users to export or re-export, directly or indirectly, any Courses or or technical data or any copy, portions or direct product thereof in breach of any applicable laws and regulations. Customer shall, at its own expense, obtain all necessary customs, import, or other governmental authorizations and approvals, if any, required for Customer’s or its Permitted Users’ use of or access to the Courses.
4.3. Customer must not and must not allow its Permitted Users to duplicate, process, distribute, share, or use for public reproduction any content of Courses without the prior written consent of Linklaw, unless expressly permitted in writing.
4.4. Linklaw may monitor Customer’s and its Permitted Users’ use of Courses and may prohibit and/or suspend access under suspicion of a violation of this Section 4. Customer acknowledges that any threatened or actual breach of this Section constitutes immediate, irreparable harm to Linklaw for which equitable remedies may be awarded by a court of competent jurisdiction without the need to post a bond or other security.
4.5. Any training material provided by Linklaw or an instructor in connection with Trainings may only be used by Customer or its Permitted Participant for the purpose of personal training preparation and follow-up as well as for personal information purposes. Training material may not be duplicated, processed, distributed or used for public reproduction or use by another user without the prior written consent of Linklaw, which consent Linklaw may withhold in its sole discretion. Video, audio or other recordings of Training sessions by Customer or its Permitted Participant are strictly prohibited.
5. Customer’s Responsibilities
5.1. Customer represents and warrants that Customer and its Permitted Users will use the Services only in full compliance with all applicable laws and regulations.
5.2. Customer is responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services provided by Linklaw, including, without limitation, modems, hardware, servers, software, operating systems and networking (collectively “Equipment”) at Customer’s cost.
5.3. Customer is responsible for maintaining the security of the equipment, the customer account, passwords (including but not limited to administrative and Permitted User passwords) and files, and for all uses of the customer account or the equipment with or without customer’s knowledge. Customer and its Permitted Users must not share any passwords or access codes with unauthorized third parties.
5.4. Customer is solely responsible for the content of all data and any other information and material displayed, posted, uploaded, stored, exchanged or transmitted by Customer, any Permitted User or any other user accessing Courses by or through the Customer Account or by or through Customer or its Permitted Users (“Content”).
5.5. Linklaw cannot control the Content submitted by or through Customer or its Permitted Users during their use of the Services and cannot guarantee the accuracy of any Content so submitted. Linklaw may, without notice or liability, investigate any complaints or suspected violations of the Order that come to its attention and may take any action that it believes is appropriate, including, but not limited to, rejecting, refusing to post, or removing any Content, or other data, or restricting, suspending, or terminating Customer’s, its Permitted Users’ or any users’ (by or through Customer or its Permitted User) access to the Services.
5.6. Customer shall provide Linklaw with all information reasonably required by Linklaw to implement any Order. Customer shall keep the information in the Admin Portal and in the Customer Account up to date and correct. Customer shall notify Linklaw promptly of any unauthorized use of any password or account or any other known or suspected breach of security or misuse of the Services.
6. Maintenance and Support for Paid Services
6.1. Subject to Customer’s payment of the Service Fees, Linklaw shall provide Maintenance and Support for Paid Services to the extent specified in the Order. “Support” is defined as Linklaw’s obligation to respond to reasonable support requests of Customer with regard to Paid Services by troubleshooting issues and providing assistance via telephone and email support. “Maintenance” means Linklaw’s obligations with regard to Paid Services related to error resolution, bug fixes and the provision of updates and upgrades made generally available by Linklaw in its sole discretion.
6.2. Support is provided to Customer via email through hello@linklaw.com or any other email address that Linklaw may provide from time to time or via the telephone numbers as indicated on Linklaw’s Website, in each case, on each business day during regular business hours, which are 9:00 a.m. to 5:00 p.m. German Time, Monday through Friday, excluding holidays.
6.3. Linklaw shall use commercially reasonable efforts consistent with prevailing industry standards to provide Maintenance for Paid Services in a manner which minimizes errors and interruptions in the Services. Customer may notify Linklaw of any errors via hello@Linklaw.com or any other email address that Linklaw may provide from time to time on Linklaw’s Website. Linklaw shall use commercially reasonable efforts to timely correct any errors about which it has been notified, subject to (a) Customer providing a detailed description of the error and its reproducibility to Linklaw, and (b) depending on the priority of the error to be reasonably determined by Linklaw in its sole discretion.
6.4. If Linklaw’s analysis shows that an error reported by Customer has actually not occurred or is not attributable to Courses, Linklaw may charge Customer for the costs demonstrably incurred by Linklaw in connection with such analysis.
6.5. Except as set forth in Section 7.4, the fees for Maintenance and Support are included in the Service Fees.
7. Additional Services
7.1. Linklaw may provide additional professional services (such as onboarding training) requested by Customer from time to time if and to the extent described in a mutually agreed upon Order (“Additional Services”). Each party shall designate a primary contact (each, a “Contact”) with full authority to act for such Party with respect to the Additional Services.
7.2. Customer shall provide reasonable cooperation as well as timely and complete information to Linklaw as necessary in order to enable Linklaw to perform Additional Services.
7.3. Any queries arising in connection with Additional Services must be addressed by and through Customer’s Contact and Linklaw’s Contact designated in the Order. Neither Party has the right to rely on responses from other than the other Party’s designated Contact.
7.4. If expressly provided for in an Order for Additional Services or as otherwise agreed by the Parties, Customer shall reimburse Linklaw for any travel and other expenses incurred in connection with the Additional Services at Linklaw’s cost.
8. Fees | Payment Terms
8.1. Customer shall pay to Linklaw the fees for Services and Additional Services specified in the respective Order in accordance with the terms therein (the “Service Fees”).
8.2. Customer shall pay to Linklaw the Service Fees arising from Customer exceeding the capacity of Paid Services set forth in the Order or any other additional fees that may become payable.
8.3. In the event that the number of active Licenses in the Customer Account falls below the amount initially ordered by Customer for the then-current Initial Service Term or Renewal Service Term (as such terms are defined in Section 11.2), Customer remains obliged to pay to Linklaw the full amount of the corresponding Service Fees for such Licenses initially ordered.
8.4. Linklaw may change the Service Fees applicable to a Renewal Service Term upon providing at least sixty (60) days’ notice prior to the end of the Initial Service Term or the end of the then-current Renewal Service Term.
8.5. Unless otherwise specified, Customer shall make all payments via wire transfer according to the wire transfer instructions which will be provided on the Order. Linklaw may also choose to bill through an electronically transmitted invoice, in which case full payment for such invoices must be received by Linklaw within fourteen (14) days after the mailing date of each such invoice.
8.6. All Service Fees are exclusive of, and Customer shall pay, all taxes, duties, and assessments, however designated, which are levied or imposed upon such Service Fees.
8.7. Following notice to Customer in writing (simple email to be sufficient), Linklaw is entitled to suspend Customer’s access to Services if payments of Service Fees or other amounts due hereunder are not received by Linklaw within fourteen (14) days of the due date.
9. Term | Termination
9.1. Any Order is to begin on the date specified therein.
9.2. Any Order for Paid Services remains in effect for an initial term of 12 months (“Initial Service Term”). The Initial Service Term is to automatically and continuously renew for additional 12 month periods (“Renewal Service Term” and collectively with the Initial Service Term, the “Term”), unless terminated by either Party at least three (3) months prior to and with effect as of the end of the then-current Term. Customer is not entitled to terminate any Order for Paid Services without cause with effect prior to the end of the then current Term.
9.3. Each Party has the immediate right to terminate any Order for cause, if (a) the other Party commits a material breach of the Order, and such breach has not been cured within thirty (30) days after receipt of written notice thereof (simple email to be sufficient); (b) Customer is in default of payment by more than fourteen (14) days; (c) Customer breaches the use restrictions under Section 4; (d) Customer declares bankruptcy or insolvency, or files a petition in bankruptcy or insolvency or for reorganization or for the appointment of a receiver or trustee of all or a portion of Customer’s property; (e) a petition or answer proposing the adjudication of Customer as a bankrupt or its reorganization under any present or future federal or state bankruptcy or similar law is to be filed in any court and such petition or answer is not to be discharged or denied within ninety (90) days after the filing thereof; or (f) Customer makes an assignment for the benefit of creditors, or petitions for or enters into an arrangement, or suffers this Order to be taken under any writ of execution.
10. Warranty
10.1. Customer has verified, or by use of the Services is deemed to have verified, that the specifications of the Services meet Customer’s needs and requirements. Customer is aware of the essential functionalities and features of the Services. The extent, nature and quality of the Services are determined by these Terms, and the Terms of the Order. Any other information or requirements only form part of the Order if Customer and Linklaw so agree in writing or if Linklaw so confirms in writing. Product descriptions, illustrations, test programs, etc. do not constitute guarantees or agreements on certain specifications.
10.2. Linklaw warrants that Paid Services will, in all material respects, conform to the functionality described on its website. In case of a breach of this warranty, Linklaw shall use commercially reasonable efforts to modify the Paid Services so they conform in all material respects to the Documentation. If Linklaw is unable to provide Paid Services that materially conform to the Documentation within thirty (30) days from the date of written notice of said breach, Customer is entitled to terminate the Order upon written notice and receive a pro-rata refund of the unused Service Fees which have been paid in advance (if any) for unused access to the Paid Services. Customer must notify Linklaw in writing of any warranty breaches and Customer must have installed and configured the Paid Services in accordance with the Documentation to be eligible for the foregoing remedy. The Remedies set forth in this Section 11 are Customer’s sole and exclusive remedies and Linklaw’s sole and exclusive liabilities for breach of this warranty.
10.3. Disclaimer. Except as expressly provided in this agreement, the services are provided on an “as is” basis, and Linklaw disclaims to the fullest extent permitted by law all other representations, warranties and guarantees, whether express, implied, statutory, or otherwise, including those (a) of merchantability or satisfactory quality, (b) of fitness for a particular purpose, (c) of non-infringement, (d) arising from custom, trade usage, course of prior dealing, or course of performance, and (e) with respect to the accuracy, completeness, or reliability of the services.
10.4 .Under no circumstances is Customer entitled to obtain the source code of the Services.
11. Confidentiality | Customer Data
11.1. Customer and Linklaw understand that they have or may disclose to each other business, technical or financial information relating to their business (“Confidential Information”). Confidential Information of Linklaw includes but is not limited to non-public information regarding features, functionality and performance of the Services. Confidential Information of Customer includes non-public data provided by Customer to Linklaw to enable the provision of the Services or during the use of the Services (“Customer Data”). Confidential Information also includes the content of the Orders.
11.2. Customer and Linklaw shall take reasonable precautions to protect each other’s Confidential Information, and not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Confidential Information. This does not apply with respect to any information two (2) years following the disclosure thereof or any information that Customer or Linklaw respectively can document (a) is or becomes generally available to the public; or (b) was in Customer’s or Linklaw’s respective possession or known by them prior to receipt from the other Party; or (c) was rightfully disclosed to Customer or Linklaw respectively without restriction by a third party; or (d) was independently developed without use of any Confidential Information; or (e) is required to be disclosed by law.
11.3. Notwithstanding anything herein to the contrary, Linklaw has the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning the Customer Data and data derived therefrom), and Linklaw is to be free (during and after the term hereof) to (a) use such data and information to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Linklaw offerings; and (b) disclose such data and information solely in aggregate or other de-identified form (“De-identified Data”) in connection with its business.
12. Proprietary Rights | Trade Names and Logos | Updates | Feedback
12.1. Linklaw and its suppliers own and retain all proprietary rights, including all copyrights, database rights, patents, trade secrets, trademarks and all other intellectual property rights and technical solutions (collectively, “IP Rights”), in and to the Services (including but not limited to any learning content and didactic methods). Customer acknowledges that the rights granted under any Order do not provide Customer with title to or ownership of the Services or any IP Rights therein.
12.2. Customer is to retain all right, title and interest in and to the Customer Data and any Content, as well as any data that is based on or derived from the Customer Data and any Content. Customer grants to Linklaw a non-exclusive, non-transferable, sublicensable, worldwide and unlimited right and license to use the Customer Data and any Content solely in connection with providing the Services or as De-identified Data. Linklaw is not liable for the Customer Data and any Content.
12.3. Linklaw reserves the right to implement new versions and upgrades of the Services including, but not limited to, changes that effect modifications to the design, operational method, technical specifications, systems, and other functions of the Services, at any time without prior notice.
12.4. Customer agrees that Linklaw may refer to Customer by its trade names and logos, and may briefly describe Customer’s business, in Linklaw’s marketing materials and Website.
12.5. Customer may from time to time provide Linklaw with suggestions for new features or functionalities of and with feedback regarding the Services. Linklaw is free to take such suggestions or feedback into consideration. Customer grants to Linklaw, without charge, a fully paid-up, perpetual, sublicensable right to exploit such feedback for any purpose.
12.6. Each Party acknowledges that any threatened or actual breach of this Section constitutes immediate, irreparable harm to the disclosing Party for which equitable remedies may be awarded by a court of competent jurisdiction without the need to post a bond or other security.
13. Indemnity
13.1. Without prejudice to any other liability of Customer under contract or statutory law, Customer shall defend, indemnify and hold harmless, at its expense, Linklaw and its Affiliates, and its and their respective employees, subcontractors, suppliers and resellers against any third party claim to the extent such claim arises from or is made in connection with Customer’s breach of Section 4 or otherwise from Customer’s use of the Services, and Customer shall pay all costs and damages finally awarded against Linklaw by a court of competent jurisdiction as a result of any such claim. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under direct or indirect common control with Linklaw respectively, or which is a wholly owned subsidiary of Linklaw, whereby “control” means owning, directly or indirectly, at least fifty-one percent (51%) of the equity securities or equity interests of an entity.
13.2. In connection with any claim for indemnity under this Section 16, Linklaw must promptly provide Customer with written notice of any claim that Linklaw believes is within the scope of the obligation to indemnify; provided, however, that the failure to provide such notice does not relieve Customer of its obligations under this Section 14, except to the extent that such failure materially prejudices Customer’s defense of such claim. Linklaw may, at its own expense, assist in the defense if it so chooses, but Customer is to control the defense and all negotiations related to the settlement of any such claim. Any such settlement intended to bind Linklaw is not final without Linklaw’s written consent, which consent is not to be unreasonably withheld, conditioned or delayed.
13.3. Subject to Section 16, Linklaw agrees at its expense to defend Customer against (or, at Linklaw’s option, settle) any third-party claim to the extent such claim alleges that the Services infringe or misappropriate any patent, copyright, trademark or trade secret of a third party, and Linklaw shall pay all costs and damages finally awarded against Customer by a court of competent jurisdiction as a result of any such claim. In the event that the use of the Services is, or in Linklaw’s sole opinion is likely to become, subject to such a claim, Linklaw, at its option and expense, may (a) replace the applicable Services with functionally equivalent non-infringing technology; (b) obtain a license for Customer’s continued use of the applicable Service; or (c) where relevant, immediately terminate the Order in whole or in part and provide a pro-rata refund of the Service Fees that have been paid in advance for the applicable Services (beginning on the date of termination). The foregoing indemnity obligation of Linklaw does not apply: (i) if the Services are modified by Customer or by any third party for which Customer is responsible; (ii) if the Services are combined with other non-Linklaw products, applications, or processes, but solely to the extent the alleged infringement is caused by such combination; or (iii) to any unauthorized use of the Services. The provisions in this section 15.3 are customers sole and exclusive remedy and linklaw’s sole and exclusive liability with respect to any claim of infringement of third party intellectual property right and trade secrets.
14. Limitation of Liability
14.1. In no event is Linklae’s total aggregate liability riding out of or in relation to any orders, whether in contract, tort, warranty or under any other theory of liability, exceed the amount actually paid by customer under such order(s) in the twelve (12) month period immediately preceding the event giving rise to such claim , to the extend such limit on liability is permissible under applicable law.
14.2. In no event is Linklaw liable for any lost profits, loss of use, loss or corruption of sata, costs of cover, loss of business or goodwill, work stoppage, or for any direct, special, incidental, punitive, or consequential damages, whether in contract, tort, warranty, or under any other theory of liability, regardless of whether Linklaw had been advised of the possibility of such damages.
14.3. Except as expressly and specifically provided in these Terms, Customer assumes sole responsibility for results obtained and conclusions drawn from the use of the Services by Customer and its Permitted Users. Linklaw is not liable for any damage caused by errors or omissions in any information, instructions, or scripts provided to Linklaw by the Customer in connection with the Services, or any actions taken by Linklaw at the Customer’s direction.
14.4. Linklaw is not liable for any loss, damage or harm suffered by Customer or its Permitted Users that is directly or indirectly caused by Customer’s or its Permitted Users’ unauthorized use of the Services to process Prohibited Data.
14.5. Linklaw does not guarantee, represent or warrant any specific language learning progress or language learning success to be achieved by Customer and its Permitted Users by using the Services.
15. IT Security
15.1. Customer shall ensure that Permitted User identities and passwords obtained by Customer in conjunction with registration for the Services are stored and used in a secure manner and cannot be accessed and thereby used by third parties. Customer is liable for any unauthorized use of the Services.
15.2. Where it is suspected that any unauthorized person has become aware of a Permitted User identity or password, Customer shall immediately inform Linklaw thereof in writing and also change such Permitted User identity or password.
15.3. Customer is liable for losses or damage incurred by Linklaw where Customer intentionally or negligently reveals a Permitted User identity or password to a third party or where a Permitted User identity and password otherwise become known to an unauthorized party, unless Customer notifies Linklaw immediately upon suspicion that such event has occurred.
15.4. Linklaw shall adopt reasonable measures to ensure that the security of the Services meets relevant industry standards.
16. Miscellaneous
16.1. The Order including these Terms represents the entire agreement between Customer and Linklaw in respect of its subject matter and supersedes all prior negotiations and agreements made between the Parties in relation to its subject matter, whether written or oral.
16.2. Should any provision of an Order including these Terms be or become ineffective or invalid in whole or in part, the effectiveness and validity of the other provisions is not to be affected. Such ineffective or invalid provision is to be replaced by a provision which comes as close as legally possible to what the Parties would have agreed, pursuant to the meaning and purpose of the original provision and of the Order, if they had recognized the ineffectiveness or invalidity of the original provision. If the ineffectiveness or invalidity of a provision is based on the determination of a certain level of performance or a certain time (deadline or fixed date), such ineffective or invalid level or time is to be replaced by the level or time which comes as close as legally possible to the original level or time. The foregoing is to also apply to any possible omission in the Order including these Terms that was not intended by the Parties.
16.3. Valid amendments or supplements to any Order must be made in writing signed by the Parties. The same is to apply to any agreement to deviate from or cancel this requirement of written form.
16.4. Linklaw may amend or update these Terms from time to time as necessary for technical, economic or legal reasons. Any revision of these Terms are to be announced to Customer in written form (simple email to be sufficient) no later than six (6) weeks before the proposed effective date for such revision (the “Effective Date”). Customer may either approve or object to the revision before the Effective Date. The revision is deemed approved by Customer unless Customer objects to the revision before the Effective Date. Linklaw shall expressly inform Customer thereof in the respective announcement.
16.5. Linklaw is entitled to retain subcontractors, including but not limited to third-party software suppliers, for the performance of any of its obligations under any Order.
16.6. Customer may not assign any of its benefits or delegate any of its duties under these Terms or any Order without the prior written consent of Linklaw, which consent Linklaw may withhold in its sole discretion. Notwithstanding the foregoing, Customer may assign its rights and delegate its duties under these Terms to a successor to all or substantially all of Customer’s assets and operations, provided that such successor is (a) not a direct or indirect competitor of Linklaw or any of its Affiliates, and (b) reasonably deemed by Linklaw to be creditworthy. These Terms will be binding upon and inure to the benefit of each Party and its permitted successors and assigns.
16.7. The person signing or otherwise accepting the Order including these Terms for Customer represents that s/he is duly authorized by all necessary and appropriate corporate action to accept the Order on behalf of Customer.
16.8. No agency, partnership, joint venture, or employment is created as a result of any Order, and Customer does not have any authority of any kind to bind Linklaw in any respect whatsoever. Linklaw will perform all Services as an independent contractor of Customer and will solely determine the means, method and manner of providing the Services. Linklaw, in its sole discretion, determines how and where to utilize its resources (including Linklaw’s staff) and plan its performances in accordance with the applicable Order.
17. Governing Law | Jurisdiction | Arbitration
17.1. Any Order and any issues, disputes or claims (whether contractual or non-contractual) arising out of or in connection with it or its subject matter or formation are to be governed by and construed in accordance with the laws of the Federal Republic of Germany without regard to any conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply to any Order.
17.2. Arbitration. The Parties agree that any dispute, claim, or disagreements arising out of or relating in any way to Customer’s access to or use of the Services, any communications received by Customer, the Services, or any Orders (each, a “Dispute”) will be resolved by binding arbitration, rather than in court, except that: (1) the Parties may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (2) the Parties may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). For purposes of these Terms, “Dispute” will also include claims that may arise after the termination of an Order.
17.3. Waiver of Jury Trial. Customers based in the United States of America hereby waive any constitutional and statutory right to sue in court and have a trial in front of a judge or jury. The Parties are instead electing that all Disputes are to be resolved by arbitration under these Terms, except as specified in subsection 19.2 above. There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
17.4. Waiver of Class and Other Non-Individualized Relief. Either Party may bring claims against the other only on an individual basis and not on a class, representative, or collective basis, and the parties hereby waive all rights to have any dispute be brought, heard, administered, resolved, or arbitrated on a class, collective, representative, or mass action basis. Only Individual relief is available and disputes of more than one customer cannot be arbitrated or consolidated with those of any other customer. Subject to these Terms, the arbitrator may award declaratory or injunctive relief only in favor of the individual Party seeking relief and only to the extent necessary to provide relief warranted by the Party’s individual claim. Notwithstanding anything to the contrary in these Terms, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this subsection, “Waiver of Class and Other Non-Individualized Relief,” are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), the Parties agree that that particular claim or request for relief (and only that particular claim or request for relief) is severed from the arbitration and may be litigated in the state or federal courts located in the Federal Republic of Germany. All other Disputes are to be arbitrated or litigated in small claims court. This subsection does not prevent the Parties from participating in a class-wide settlement of claims.
17.5. Rules and Forum. Either Party has the right to finally resolve a Dispute through binding arbitration. The arbitration will be administered by the German Arbitration Institute (“DIS”), in accordance with the DIS Arbitration Rules (the “DIS Rules”) then in effect, except as modified by this section of these Terms. The Arbitration Proceedings are to be held in Cologne, Germany.
17.5.1. A Party who wishes to initiate arbitration must provide the other Party with a request for arbitration (the “Request”). If Customer initiates the arbitration, it must provide Linklaw a copy of its Request by email at hello@linklaw.com or through Linklaw’s registered agent for service of process. The Request must include: (1) the name, telephone number, mailing address, and email address of the Party seeking arbitration; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought, including an accurate, good faith calculation of the amount in controversy in Euros; and (4) evidence that the requesting Party has paid any necessary filing fees in connection with such arbitration.
17.5.2. If the Party requesting arbitration is represented by counsel, the Request is to also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Request. By signing the Request, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (1) the Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery.
17.5.3. Disputes involving claims, counterclaims, or requests for relief under €25,000, not inclusive of attorneys’ fees and interest, will be conducted solely on the basis of documents the Parties submit to the arbitrator. If Customer’s claim exceeds €25,000, its right to a hearing will be determined by the DIS Rules. Subject to the DIS Rules, the arbitrator may direct a limited and reasonable exchange of information between the Parties, consistent with the expedited nature of the arbitration. In any case, the Parties agree that they will not request more than three depositions per side in each arbitration proceeding. If the DIS is not available to arbitrate, the Parties will select an alternative arbitral forum. Customer’s responsibility to pay any DIS fees and costs will be solely as set forth in the applicable DIS Rules.
17.5.4. The Parties agree that all materials and documents exchanged during the arbitration proceedings are to be kept confidential and not be shared with anyone except the Parties’ attorneys, accountants, or business advisors, and then subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.
17.6. Arbitrator. The arbitrator will be either a retired judge or an attorney licensed to practice law in the Federal Republic of Germany and will be selected by the Parties from the DIS's roster of consumer dispute arbitrators. If the Parties are unable to agree upon an arbitrator within thirty-five (35) business days of delivery of the Request, then the DIS will appoint the arbitrator in accordance with the DIS Rules.
17.7. Authority of Arbitrator. The arbitrator has exclusive authority to resolve any Dispute, including, without limitation, disputes arising out of or related to the interpretation or application of these Terms, including the enforceability, revocability, scope, or validity of these Terms or any portion of these Terms, except for the following: (1) all Disputes arising out of or relating to the Section entitled “Waiver of Class and Other Non-Individualized Relief,” including any claim that all or part of the Section entitled “Waiver of Class and Other Non-Individualized Relief” is unenforceable, illegal, void or voidable, or that such Section entitled “Waiver of Class and Other Non-Individualized Relief” has been breached, is to be decided by a court of competent jurisdiction and not by an arbitrator; (2) all Disputes about the payment of arbitration fees are to be decided only by a court of competent jurisdiction and not by an arbitrator; and (3) all Disputes about whether either Party has satisfied any condition precedent to arbitration are to be decided only by a court of competent jurisdiction and not by an arbitrator. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator has the authority to grant motions dispositive of all or part of any Dispute. The arbitrator is to issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon both Parties. Judgment on the arbitration award may be entered in any court having jurisdiction. In any award of damages, the arbitrator is to abide by the “Limitation of Liability” section of this Agreement.
17.8. Attorneys’ Fees and Costs. The Parties are to bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If the Parties need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the Party that obtains an order compelling arbitration in such action has the right to collect from the other Party its reasonable costs, necessary disbursements, and reasonable attorneys' fees incurred in securing an order compelling arbitration. The prevailing Party in any court action relating to whether either Party has satisfied any condition precedent to arbitration is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys’ fees and costs.