Terms Of Service
Table of Contents
Searching and Contracting Listings on Liinkd.
Cancellations, Issues, Refunds and Modifications.
Your Responsibilities and Assumption of Risk.
Your Profile on Liinkd.
Managing Your Profile.
Cancellations, Issues, Refunds and Modifications.
Liinkd Platform Rules.
Termination, Suspension and other Measures.
Resolving Complaints and Damage Claims.
Disclaimer of Warranties.
Limitations on Liability.
Governing Law and Venue.
US Dispute Resolution and Arbitration Agreement.
Canada Dispute Resolution and Arbitration Agreement.
Last Updated: June 30, 2021
Welcome to Liinkd!
These Terms of Service (“Terms”) are a binding legal agreement between you and Liinkd that govern your use of the websites, applications, and other offerings from Liinkd (collectively, the “Liinkd Platform”). When used in these Terms, “Liinkd,” “we,” “us,” or “our” refers to GWN HOME SOLUTIONS INC., with whom you are contracting.
The Liinkd Platform offers a virtual venue that enables users (“Members”) to provide, offer, search for, and engage services. Members who publish and provide services as contractors or free lancers are for the purpose of these Terms “Contractors” and Members who search for, engage Contractors to use their services (the “Engagement”) are “Clients”. Contractors are businesses seeking to perform various interim services for Clients as agreed to between Contractor and Clients (the “Services”, each Contractor Service offering, a “Profile”, and each Client Service request, a “Listing”) in the Engagement. You must register an account to access and use many features of the Liinkd Platform, and must keep your account information accurate.
Members agree as the provider of the Liinkd Platform, Liinkd does not own, control, offer or manage any Contractor Profiles, or Client Listings, and Liinkd does not supervise, scope, direct, control, or monitor a Contractor’s work and the Services performed.
Liinkd is not a party to the contracts concluded directly between Contractors and Clients, nor is Liinkd an insurer. Liinkd is not acting as an agent in any capacity for any Member, and that Contractors are independent contractors of Clients and not employees, independent contractors or service providers of Liinkd.
Members acknowledge and agree that Clients are solely responsible for determining if the Contractor they engage is qualified to perform the Services.
Members are responsible for understanding and complying with all laws, rules, regulations and contracts with third parties that apply to the Services.
Members agree that the technology for the Liinkd Platform is provided "as is" and without warranty, and Liinkd provides no warranty and has no liability regarding any Member action on the Liinkd Platform or the performance of Services.
Members must be at least the legally required age and legal capacity to enter binding contracts. Children may need parents to enter into contracts.
1. Contracting on Liinkd.
1.1 Engagement. When you engage a Contractor Profile that that has agreed to Service your Listing, you are agreeing to pay all charges (Fees) for your Engagement including applicable fees like Liinkd’s service fee, taxes, and any other items identified during checkout (collectively, “Total Price”). When you accept the Contractor Profile and receive the Engagement confirmation, a contract for Services is formed directly between you, as the Client, and the Contractor.
2. Cancellations, Issues, Refunds and Modifications.
2.1 Liinkd Services Cancellations and Modifications. Top Ad fees, and other such services provided to Client are one-time fees that are non-refundable and non-negotiable. Please note that Top Ad fees do not guarantee results and are merely intended to raise the profile of the Client Listing relative to any other Listings.
2.2 Engagement Cancellations, Modifications, Issues, and Refunds.
In general, if as a Client you cancel an Engagement, the amount withheld and charged to you is determined by the cancellation policy that applies to that Engagement to ensure due compensation for expenses incurred by the Contractor and Liinkd. Liinkd will not refund any deposited fees for cancellations or modifications of Services and such deposited fees will remain as a credit in your Liinkd account for future Engagements. Liinkd will also charge a small fee for Engagements you cancel or Engagements that you keep outstanding for too long (Fees).
Clients and Contractors are responsible for any Engagement cancellations, modifications, issues, and credits and it is their responsibility to ensure such matters are dealt with between them as Liinkd is not a party to the contract between them. Certain Contractors may have their own policies and any other rules, standards, or requirements identified in their Profile, during checkout, or through other communications that form part of your contract with the Contractor. It is your responsibility to ensure you are familiar with all such rules and manage them with the Contractor.
3. Your Responsibilities and Assumption of Risk.
3.1 Your Responsibilities.
You are responsible and liable for your own acts and omissions and are also responsible for the acts and omissions of anyone you enter into an Engagement, invite for Services or provide access to in relation to Services. For example, this means you are responsible for due care, supervision, and providing directions in relation to the Services and job site (and related personal property), and you must act with integrity, treat others with respect, and comply with applicable laws at all times. If you are engaging on behalf of someone who is a minor, you must be legally authorized to act on behalf of the minor and you are solely responsible for the supervision of that minor.
3.2 Your Assumption of Risk.
You acknowledge that many activities carry inherent risks and agree that, to the maximum extent permitted by applicable law, you assume the entire risk arising out of your access to and use of the Liinkd Platform and any Services, or any other interaction you have with other Members whether in person or online. This means it is your responsibility to investigate the Contractor and Service to determine whether it is suitable for you. For example, Services you engage may carry a risk of illness, bodily injury, disability, or death, and you freely and willfully assume those risks by choosing to engage those Services.
4. Your Profile on Liinkd.
4.1 Contractor Profile.
The Liinkd Platform provides Contractors an opportunity to service a vibrant community of Clients through their Profiles—and earn money doing it. It’s easy to create a Profile and you are in control of each Client Listing you choose to accept and Service, including setting your price, availability, and rules.
4.2 Engagement with Clients.
When you make an offer for a Client Listing, and receive an Engagement confirmation through the Liinkd Platform, you are entering into a contract directly with the Client, and are responsible for delivering your Service under the terms and at the price specified in your Profile and other communications. You are also agreeing to pay applicable fees like Liinkd’s service fee (and applicable taxes) as applicable. Any terms, policies or conditions that you include in any supplemental contract with Clients must: (i) be consistent with these Terms, and the information provided in your Listing, and (ii) be prominently disclosed in your Profile description or other written communications.
4.3 Independence of Contractors.
Your relationship with Liinkd is that of an independent individual or entity and not an employee, agent, joint venturer, or partner of Liinkd. Liinkd does not direct or control your Service, and you agree that you have complete discretion whether and when to provide Services, and at what price and on what terms to offer them.
5. Managing Your Profile.
5.1 Creating and Managing Your Profile.
The Liinkd Platform provides tools that make it easy for you to set up and manage a Profile. Your Profile must include complete and accurate information about your Service, your price, other charges like material costs and rental fees, and any rules or requirements that apply to your Clients. You are responsible for keeping your Profile information (including calendar availability) and content (like photos) up-to-date and accurate at all times. We recommend that you obtain appropriate insurance for your Services and suggest you carefully review policy terms and conditions including coverage details and exclusions. You may only maintain one Profile per Service type you provide, but may have multiple Profiles for Services that are different in nature. Liinkd may require you to provide a criminal background check as a part of creating your Profile and offering Services on the Liinkd Platform.
5.2 Know Your Legal Obligations.
You are responsible for understanding and complying with any laws, rules, regulations, and contracts with third parties that apply to your Services. For example: Some municipal by-laws or Landlords restrict or have rules with respect to the type of Services that can take place in certain locations, or the manner in which the Service is provided. Some jurisdictions require Contractors to register, get a permit, or obtain a license before providing certain Services. In some places, the Services you want to offer may be prohibited altogether. Check your local rules to learn what rules apply to the Services you plan to offer. Information we provide regarding legal requirements is for informational purposes only and you should independently confirm your obligations. You are responsible for handling and using personal data of Clients and others in compliance with applicable privacy laws and these Terms. If you have questions about how local laws apply you should always seek legal advice.
5.3 Search Ranking.
The ranking of Profiles in search results on the Liinkd Platform depend on a variety of factors, including these main parameters:
Client search parameters (e.g. number of Clients, time and duration of the trip, price range),
Profile characteristics (e.g. star rating, price, reviews, type of Service, status),
Contractor requirements, and
Client preferences (e.g. previous Engagements, saved Profiles, location from where the Client is searching).
Liinkd may allow Contractors to promote their Profiles in search or elsewhere on the Liinkd Platform by paying an additional fee.
5.4 Your Responsibilities.
You are responsible and liable for your own acts and omissions and are also responsible for the acts and omissions of anyone you allow to participate in providing your Services. You are responsible for setting your price and establishing rules and requirements for the Services you offer. You must describe any and all fees and charges in your Profile description or other written communication.
5.5 Services as a Team or Organization.
If you work with a co-Contractor or work as part of a team, business, or other organization, the entity and each individual who participates in providing Services is responsible and liable as a Contractor under these Terms. If you accept terms or enter into contracts, you represent and warrant that you are authorized to enter into contracts for and bind your team, business or other organization, and that each entity you use is in good standing under the laws of the place where it is established. If you perform other functions, you represent and warrant that you are authorized to perform those functions.
5.6 Your Assumption of Risk.
You acknowledge that offering Services carries inherent risks and agree that you assume the entire risk arising out of your access to and use of the Liinkd Platform, offering Services, or any interaction you have with other Members whether in person or online. You agree that you have had the opportunity to investigate the Liinkd Platform and any laws, rules, regulations, or obligations that may be applicable to your Profile or Services and that you are not relying upon any statement of law made by Liinkd.
6. Cancellations, Issues, Refunds and Contracting Modifications.
6.1 Liinkd Services Cancellations and Modifications.
Any membership fees, monthly fees, subscription fees, ranking fees, and other such services provided by Liinkd to Contractors are non-refundable and non-negotiable (fees). Please note that payment of any fees does not guarantee results.
6.2 Engagement Cancellations, Modifications, Issues, and Refunds. Clients and Contractors are responsible for any Engagement cancellations, modifications, issues, and refunds, and it is their responsibility to ensure such matters are dealt with between them as Liinkd is not a party to the contract between them. Certain Contractors may have their own policies and any other rules, standards, or requirements identified in their Profile, during checkout, or through other communications that form part of your contract with the Contractor. Contractors need ensure all such policies are clearly communicated and agreed to in writing by the Client.
7.1 Engagement Taxes. As a Contractor, you are responsible for determining and fulfilling your obligations under applicable laws to report, collect, remit, or include in your price any applicable VAT or other indirect taxes, sales taxes, income, or other taxes ("Taxes").
7.2 Tax Information. In certain jurisdictions, Tax regulations may require that we collect and/or report Tax information about you and the Services offered by you. Liinkd reserves the right to share such information when required to do so by such regulations.
After each Service, Clients and Contractors will have an opportunity to review each other. Your Review must be accurate and may not contain any discriminatory, offensive, defamatory, or other language that violates our policies. Reviews are not verified by Liinkd for accuracy and may be incorrect or misleading.
Liinkd may charge fees (and applicable Taxes) to Contractors and Clients for use of the Liinkd Platform. More information about when service fees apply and how they are calculated can be found on our Service Fees page. Except as otherwise provided on the Liinkd Platform, service fees are non-refundable. Liinkd reserves the right to change the service fees at any time, and will provide Members notice of any fee changes before they become effective. If you disagree with a fee change you may terminate this agreement at any time pursuant to the termination section of these Terms.
11. Liinkd Platform Rules.
You must follow these rules and must not help or induce others to break or circumvent these rules.
Act with integrity and treat others with respect
Do not lie, misrepresent something or someone, or pretend to be someone else.
Be polite and respectful when you communicate or interact with others.
Do not discriminate against or harass others.
Do not scrape, hack, reverse engineer, compromise or impair the Liinkd Platform
Do not use bots, crawlers, scrapers, or other automated means to access or collect data or other content from or otherwise interact with the Liinkd Platform.
Do not hack, avoid, remove, impair, or otherwise attempt to circumvent any security or technological measure used to protect the Liinkd Platform or Content.
Do not decipher, decompile, disassemble, or reverse engineer any of the software or hardware used to provide the Liinkd Platform.
Do not take any action that could damage or adversely affect the performance or proper functioning of the Liinkd Platform.
Only use the Liinkd Platform as authorized by these Terms or another agreement with us
You may only use another Member’s personal information as necessary to facilitate a transaction using the Liinkd Platform as authorized by these Terms.
Do not use the Liinkd Platform, our messaging tools, or Members’ personal information to send commercial messages without the recipient’s express consent.
You may use Content made available through the Liinkd Platform solely as necessary to enable your use of the Liinkd Platform as a Client or Contractor.
Do not use Content unless you have permission from the Content owner or the use is authorized by us in these Terms or another agreement you have with us.
Do not require or encourage Clients to open an account, leave a review, complete a survey, or otherwise interact, with a third party website, application or service before, during or after a reservation, unless authorized by Liinkd.
Do not engage in any practices that are intended to manipulate our search algorithm.
Do not engage Services unless you are actually using the Services.
Do not use, copy, display, mirror or frame the Liinkd Platform, any Content, any Liinkd branding, or any page layout or design without our consent.
Honor your legal obligations
Understand and follow the laws that apply to you, including privacy, data protection, and export laws.
Read and follow our Terms, policies and standards.
Do not organize or facilitate unauthorized parties or events. You are responsible and liable for any party or event during your reservation that violates our rules for parties and events, as incorporated by reference herein.
Do not use the name, logo, branding, or trademarks of Liinkd or others without permission.
Do not use or register any domain name, social media handle, trade name, trademark, branding, logo, or other source identifier that may be confused with Liinkd branding.
Do not offer Services that violate the laws or agreements that apply to you.
Do not offer or solicit prostitution or participate in or facilitate human trafficking.
11.2 Reporting Violations.
If you believe that a Member, Profile, Listing or Content poses an imminent risk of harm to a person or property, you should immediately contact local authorities before contacting Liinkd. In addition, if you believe that a Member, Profile, Listing or Content has violated our Terms, you should report your concerns to Liinkd customer service firstname.lastname@example.org . If you reported an issue to local authorities, Liinkd may request a copy of that report. Except as required by law, you agree that we are not obligated to take action in response to any report.
11.3 Copyright Notifications.
If you believe that Content on the Liinkd Platform infringes copyrights, please notify us.
12. Termination, Suspension and other Measures.
12.1 Term. The agreement between you and Liinkd reflected by these Terms is effective when you access the Liinkd Platform (for example to create an account) and remains in effect until either you or we terminate the agreement in accordance with these Terms.
You may terminate this agreement at any time by sending us an email email@example.com or by deleting your account. Liinkd may terminate this agreement and your account for any reason by giving you 30 days’ notice via email or using any other contact information you have provided for your account. Liinkd may also terminate this agreement immediately and without notice and stop providing access to the Liinkd Platform if you breach these Terms, you violate our policies, you violate applicable laws, or we reasonably believe termination is necessary to protect Liinkd, its Members, or third parties. If your account has been inactive for more than two years, we may terminate your account without prior notice.
12.3 Member Violations.
If (i) you breach these Terms, our policies, or standards, (ii) you violate applicable laws, regulations, or third-party rights, or (iii) Liinkd believes it is reasonably necessary to protect Liinkd, its Members, or third parties; Liinkd may, with or without prior notice:
suspend or limit your access to or use of the Liinkd Platform and/or your account;
suspend or remove Profiles, Listings, Reviews, or other Content;
cancel pending or confirmed Engagements; or
suspend or revoke any special status associated with your account.
For minor violations or where otherwise appropriate as Liinkd determines in its sole discretion, you will be given notice of any intended measure by Liinkd and an opportunity to resolve the issue. You may appeal actions taken by us under this section by contacting customer service firstname.lastname@example.org . If a reservation is cancelled under this Section, the amount paid to the Contractor will be reduced by the amount we refund or otherwise provide to the Client, and by any other costs we incur as a result of the cancellation.
12.4 Legal Mandates.
Liinkd may take any action it determines is reasonably necessary to comply with applicable law, or the order or request of a court, law enforcement, or other administrative agency or governmental body, including the measures described in this Section.
12.5 Effect of Termination.
If you are a Contractor and terminate your Liinkd account, any confirmed Engagement(s) will be automatically cancelled. If you terminate your account as a Client, any confirmed Engagement(s) will be automatically cancelled. When this agreement has been terminated, you are not entitled to a restoration of your account or any of your Content. If your access to or use of the Liinkd Platform has been limited, or your Liinkd account has been suspended, or this agreement has been terminated by us, you may not register a new account or access or use the Liinkd Platform through an account of another Member.
Parts of these Terms that by their nature survive termination, will survive termination of this agreement, including Sections 2 through 26.
Liinkd may modify these Terms at any time in its sole discretion. When we make material changes to these Terms, we will post the revised Terms on the Liinkd Platform and update the “Last Updated” date at the top of these Terms. We will also provide you with notice of any material changes by email at least 30 days before the date they become effective. If you disagree with the revised Terms, you may terminate this agreement immediately as provided in these Terms. If you do not terminate your agreement before the date the revised Terms become effective, your continued access to or use of the Liinkd Platform will constitute acceptance of the revised Terms.
14. Resolving Complaints and Damage Claims.
If a Member provides evidence that another Member damaged their real or personal property ("Damage Claim"), the complaining Member must settle the matter with the other party based on the contract between them and seek coverage from insurance arranged from prior by the Members. They are also welcome to leave a review on the Profile or Listing of the other Member, and report the matter to customer service email@example.com to ensure such Members get flagged. You agree to cooperate in good faith, provide any information Liinkd requests, execute documents, and take further reasonable action, in connection with Damage Claims, Member complaints, claims under insurance policies, or other claims related to your provision or use of Services.
15. Liinkd’s Role.
We offer a platform that enables Members to publish, offer, search for, and engage Services. While we work hard to ensure our Members have great experiences using Liinkd, we do not and cannot control the conduct of Clients and Contractors. You acknowledge that Liinkd has the right, but does not have any obligation, to monitor the use of the Liinkd Platform and verify information provided by our Members. For example, we may review, disable access to, remove, or edit Content to: (i) operate, secure and improve the Liinkd Platform (including for fraud prevention, risk assessment, investigation and customer support purposes); (ii) ensure Members’ compliance with these Terms; (iii) comply with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body; (iv) address Content that we determine is harmful or objectionable; (v) take actions set out in these Terms; and (vi) maintain and enforce any quality or eligibility criteria, including by removing Profiles and Listings that don’t meet quality and eligibility criteria. Members acknowledge and agree that Liinkd administers its policies and standards, including decisions about whether and how to apply them to a particular situation, at its sole discretion. Members agree to cooperate with and assist Liinkd in good faith, and to provide Liinkd with such information and take such actions as may be reasonably requested by Liinkd with respect to any investigation undertaken by Liinkd regarding the use or abuse of the Liinkd Platform.
16. Member Accounts.
You must register an account to access and use many features of the Liinkd Platform. Registration is only permitted for legal entities, partnerships and natural persons who are 18 years or older. Those under 18 will need to have a parent or guardian open an account instead and serve as the party entering the contract with other Members. You represent and warrant that you are not a person or entity barred from using the Liinkd Platform under the laws of Canada and the United States, your place of residence, or any other applicable jurisdiction. You must provide accurate, current, and complete information during registration and keep your account information up-to-date. You may not register more than one account or transfer your account to someone else. You are responsible for maintaining the confidentiality and security of your account credentials and may not disclose your credentials to any third party. You are responsible and liable for activities conducted through your account and must immediately notify Liinkd if you suspect that your credentials have been lost, stolen, or your account is otherwise compromised. If and as permitted by applicable law, we may, but have no obligation to (i) ask you to provide identification or other information, (ii) undertake checks designed to help verify your identity or background, (iii) screen you against third-party databases or other sources and request reports from service providers, and (iv) obtain reports from public records of criminal convictions or sex offender registrations or their local equivalents.
17. Disclaimer of Warranties.
We provide the Liinkd Platform and all Content “as is” without warranty of any kind and we disclaim all warranties, whether express or implied. For example: (i) we do not endorse or warrant the existence, conduct, performance, safety, quality, legality or suitability of any Client, Contractor, Service, Profile, Listing or third party; (ii) we do not warrant the performance or non-interruption of the Liinkd Platform; and (iii) we do not warrant that verification, identity or background checks conducted on Profiles, Listings or Members (if any) will identify past misconduct or prevent future misconduct. Any references to a Member, Profile or Listing being "verified" (or similar language) indicate only that the Member, Profile or Listing or Liinkd has completed a relevant verification or identification process and nothing else. The disclaimers in these Terms apply to the maximum extent permitted by law. If you have statutory rights or warranties we cannot disclaim, the duration of any such statutorily required rights or warranties will be limited to the maximum extent permitted by law.
18. Limitations on Liability.
Neither Liinkd (including its affiliates and personnel) nor any other party involved in creating, producing, or delivering the Liinkd Platform or any Content will be liable for any incidental, special, exemplary or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or services, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with (i) these Terms, (ii) the use of or inability to use the Liinkd Platform or any Content, (iii) any communications, interactions or meetings you may have with someone you interact or meet with through, or as a result of, your use of the Liinkd Platform, or (iv) publishing or engaging of a Profile or Listing, including the provision or use of Services, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not Liinkd has been informed of the possibility of such damage, even if a limited remedy set out in these Terms is found to have failed of its essential purpose.
Except for our obligation to transmit payments to Contractors under these Terms, in no event will Liinkd’s aggregate liability for any claim or dispute arising out of or in connection with these Terms, your interaction with any Members, or your use of or inability to use the Liinkd Platform, any Content, or any Service, exceed: (A) to Clients, the amount you paid as a Client during the 12-month period prior to the event giving rise to the liability, (B) to Contractors, the amount paid to you as a Contractor in the 12-month period prior to the event giving rise to the liability, or (C) to anyone else, one hundred Canadian dollars ($100 CDN).
These limitations of liability and damages are fundamental elements of the agreement between you and Liinkd. If applicable law does not allow the limitations of liability set out in these Terms, the above limitations may not apply to you.
To the maximum extent permitted by applicable law, you agree to release, defend (at Liinkd’s option), indemnify, and hold Liinkd (including affiliates, and their personnel) harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with: (i) your breach of these Terms (including any supplemental or additional terms that apply to a product or feature) or our policies or standards, (ii) your improper use of the Liinkd Platform, (iii) your interaction with any Member, Engagement related to a Service, including without limitation any injuries, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of such interaction, stay, participation or use, (iv) your failure, or our failure at your direction, to accurately report, collect or remit Taxes, or (v) your breach of any laws, regulations or third-party rights such as intellectual-property or privacy rights.
20. Governing Law and Venue.
These Terms will be interpreted in accordance with the laws of the province of Ontario and federal laws Canada, without regard to conflict-of-law provisions. Judicial proceedings (other than small claims actions) that are excluded from the arbitration agreement set in these Terms must be brought in provincial or federal court in Toronto, Ontario, unless we both agree to some other location. You and we both consent to venue and personal jurisdiction in Toronto, Ontario.
21. United States Dispute Resolution and Arbitration Agreement.
21.1 Application. This Arbitration Agreement only applies to you if your country of residence or establishment is the United States. If your country of residence or establishment is not the United States, and you nevertheless attempt to bring any legal claim against Liinkd in the United States, this Arbitration Agreement will apply for determination of the threshold issue of whether this Section 21 applies to you, and all other threshold determinations, including residency, arbitrability, venue, and applicable law.
21.2 Overview of Dispute Resolution Process.
Liinkd is committed to participating in a consumer-friendly dispute resolution process. To that end, these Terms provide for a two-part process for individuals to whom this Section 23 applies: (1) an informal negotiation directly with Liinkd’s customer service team (described in paragraph 23.3, below), and if necessary (2) a binding arbitration administered by the American Arbitration Association (“AAA”). You and Liinkd each retain the right to seek relief in small claims court as an alternative to arbitration.
21.3 Mandatory Pre-Arbitration Dispute Resolution and Notification.
At least 30 days prior to initiating an arbitration, you and Liinkd each agree to notify the other party of the dispute in writing and attempt in good faith to negotiate an informal resolution. You must send your notice of dispute to Liinkd by mailing it to Liinkd’s agent for service: [NTD: Need address and email]. Liinkd will send its notice of dispute to the email address associated with your Liinkd account. A notice of dispute must include: the party’s name and preferred contact information, a brief description of the dispute, and the relief sought. If the parties are unable to resolve the dispute within the 30-day period, only then may either party commence arbitration by filing a written Demand for Arbitration (available at www.adr.org) with the AAA and providing a copy to the other party as specified in the AAA Rules (available at www.adr.org).
21.4 Agreement to Arbitrate.
You and Liinkd mutually agree that any dispute, claim or controversy arising out of or relating to these Terms or the applicability, breach, termination, validity, enforcement or interpretation thereof, or any use of the Liinkd Platform, Services, or any Content (collectively, “Disputes”) will be settled by binding individual arbitration (the “Arbitration Agreement”). If there is a dispute about whether this Arbitration Agreement can be enforced or applies to our Dispute, you and Liinkd agree that the arbitrator will decide that issue.
21.5 Exceptions to Arbitration Agreement.
You and Liinkd each agree that the following causes of action and/or claims for relief are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction (as defined in these Terms): (i) any claim or cause of action alleging actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; (ii) any claim or cause of action seeking emergency injunctive relief based on exigent circumstances (e.g. imminent danger or commission of a crime, hacking, cyber-attack); or (iii) a request for the remedy of public injunctive relief. You and Liinkd agree that the remedy of public injunctive relief will proceed after the arbitration of all arbitrable claims, remedies, or causes of action, and will be stayed pending the outcome of the arbitration pursuant to section 3 of the Federal Arbitration Act.
21.6 Arbitration Rules and Governing Law.
This Arbitration Agreement evidences a transaction in interstate commerce and the Federal Arbitration Act governs all substantive and procedural interpretation and enforcement of this provision. The arbitration will be administered by AAA in accordance with the Consumer Arbitration Rules and/or other AAA arbitration rules determined to be applicable by the AAA (the “AAA Rules“) then in effect, except as modified here. The AAA Rules are available at www.adr.org. In order to initiate arbitration, a completed written demand (available at www.adr.org) must be filed with the AAA and provided to the other party, as specified in the AAA rules.
21.7 Modification to AAA Rules – Arbitration Hearing/Location.
In order to make the arbitration most convenient to you, Liinkd agrees that any required arbitration hearing may be conducted, at your option: (a) via phone or video conference; or (d) if all parties agree, by solely the submission of documents to the arbitrator.
21.8 Modification of AAA Rules – Attorney’s Fees and Costs.
Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Rules and, where appropriate, limited by the AAA Consumer Rules. Either party may make a request that the arbitrator award attorneys’ fees and costs upon proving that the other party has asserted a claim, cross-claim or defence that is groundless in fact or law, brought in bad faith or for the purpose of harassment, or is otherwise frivolous, as allowed by applicable law and the AAA Rules.
21.9 Arbitrator’s Decision.
The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court with proper jurisdiction. The arbitrator may award any relief allowed by law or the AAA Rules, but declaratory or injunctive relief may be awarded only on an individual basis and only to the extent necessary to provide relief warranted by the claimant’s individual claim.
21.10 Jury Trial Waiver.
You and Liinkd acknowledge and agree that we are each waiving the right to a trial by jury as to all arbitrable Disputes.
21.11 No Class Actions or Representative Proceedings.
You and Liinkd acknowledge and agree that, to the fullest extent permitted by law, we are each waiving the right to participate as a plaintiff or class member in any purported class-action lawsuit, class-wide arbitration, private attorney general action, or any other representative or consolidated proceeding. Unless we agree in writing, the arbitrator may not consolidate more than one party’s claims and may not otherwise preside over any form of any class or representative proceeding. If there is a final judicial determination that applicable law precludes enforcement of the waiver contained in this paragraph as to any claim, cause of action or requested remedy, then that claim, cause of action or requested remedy, and only that claim, cause of action or requested remedy, will be severed from this agreement to arbitrate and will be brought in a court of competent jurisdiction. In the event that a claim, cause of action or requested remedy is severed pursuant to this paragraph, then you and we agree that the claims, causes of action or requested remedies that are not subject to arbitration will be stayed until all arbitrable claims, causes of action and requested remedies are resolved by the arbitrator.
Except as provided in Section 21.11, in the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable, such provision will be severed and the remainder of the Arbitration Agreement will be given full force and effect.
21.13 Changes to Agreement to Arbitrate.
If Liinkd changes this Section 21 after the date you last accepted these Terms (or accepted any subsequent changes to these Terms), you may reject that change by sending us written notice (including by email) within 30 days of the date the change is effective. Rejecting a new change, however, does not revoke or alter your prior consent to any earlier agreements to arbitrate any Dispute between you and Liinkd (or your prior consent to any subsequent changes thereto), which will remain in effect and enforceable as to any Dispute between you and Liinkd.
Except as provided in Section 21.12 and subject to Section 12.6, this Section 21 will survive any termination of these Terms and will continue to apply even if you stop using the Liinkd Platform or terminate your Liinkd account.
22. Canada Governing Law and Dispute Resolution.
22.1 Canada Domestic Transactions.
If you reside or have your place of establishment in Canada, and are contracting with Liinkd, these Terms and this Section 22.1 shall apply. The language of the arbitration shall be English, except in Quebec where it shall be in English or French at the choice of the Member.
22.2 Mandatory Arbitration.
Except where prohibited by law, any controversy, claim or dispute arising out of, relating to, or in respect of these Terms, including their negotiation, validity, existence, breach, termination, construction or application, or the rights, duties or obligations of any party, or the rights, duties or obligations of any party derived from or associated with these Terms (a "Dispute"), shall be referred to and determined by a single arbitrator in a final and binding arbitration administered under the rules of ADR Institute of Canada, Inc.’s Arbitration Rules, a current copy of which are available here (the "ADR Rules"). In accepting these Terms of Service, you acknowledge receipt of and a reasonable opportunity to review the ADR Rules. Under the ADR Rules, there is a fee associated with filing for arbitration in respect of a Dispute; applicable filing fees will be as set out in the ADR Rules.
If the parties have not agreed upon an arbitrator within 14 days, unless otherwise agreed by the parties in writing, the parties shall ask the ADR Institute of Canada, Inc. to appoint a single arbitrator. For greater certainty, no Member, including Contractors and Clients shall commence or participate in a class proceeding or other aggregate action in respect of any Dispute, except and to the extent that provincial consumer protection legislation expressly preserves such an entitlement in the context of the particular Dispute.
22.4 Governing Law.
The seat of the arbitration shall be the same as the province in which the Member performs the majority of the Services and the applicable arbitration legislation in the seat shall apply to the Dispute. The arbitration shall be heard in the capital of the seat, unless the parties agree otherwise. The costs and expenses of the arbitrator shall be shared equally between the parties. A party to the arbitration has no right of appeal from any award of the arbitrator, whether characterized as final, interim, interlocutory or partial. All Disputes referred to arbitration (including the scope of the agreement to arbitrate, the law relating to the enforcement of the agreement to arbitrate, any relevant limitation periods, the law governing the procedure of the arbitration, the law relating to available remedies, set-off claims and conflict of laws rules) shall be governed by the law of the seat. Each party hereby irrevocably consents to venue in the capital of the seat, and to the jurisdiction of competent courts in the capital of the seat for all litigation that may be brought; however it is agreed and acknowledged that the intention of the parties is to arbitrate the Dispute without recourse to the courts.
A party to this Agreement may take such steps as are permitted or required to enforce an award made by an arbitrator. Except as required by law, and only to the extent that such disclosure is reasonably necessary, or for the purposes of obtaining professional advice, the existence of the arbitration and any element of the arbitration, including any award, shall be confidential and shall not be disclosed to any non-party to the arbitration. No document or other evidence or information prepared for or produced by or on behalf of any party to the arbitration shall be disclosed to any non-party to the arbitration.
22.6 Administrative Agencies.
Notwithstanding anything to the contrary in this Section, nothing in this Section prevents a Member from making a report to or filing a claim, application or charge with the applicable governmental or administrative agency or tribunal, including, as applicable, the applicable Ministry of Labour, human rights commission or tribunal, and labour relations board, (cumulatively, "administrative agencies") if the terms of applicable legislation entitles you to do so and precludes exclusive pre-dispute recourse to arbitration. For the avoidance of any doubt, administrative agencies do not include provincial or federal courts.
23.1 Other Terms Incorporated by Reference.
Our policies, standards and other supplemental policies and terms linked to in these Terms apply to your use of the Liinkd Platform, are incorporated by reference, and form part of your agreement with Liinkd.
23.2 Interpreting these Terms.
Except as they may be supplemented by additional terms, conditions, policies, guidelines, standards, and in-product disclosures, these Terms (including those items incorporated by reference) constitute the entire agreement between Liinkd and you pertaining to your access to or use of the Liinkd Platform and supersede any and all prior oral or written understandings or agreements between Liinkd and you. These Terms do not and are not intended to confer any rights or remedies upon anyone other than you and Liinkd. If any provision of these Terms is held to be invalid or unenforceable, except as otherwise indicated in Section 21.11 above, such provision will be struck and will not affect the validity and enforceability of the remaining provisions. Where the word “will” is used in these Terms it connotes an obligation with the same meaning as “shall.”
23.3 No Waiver.
Liinkd’s failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise permitted under law.
You may not assign, transfer or delegate this agreement or your rights and obligations hereunder without Liinkd's prior written consent. Liinkd may without restriction assign, transfer or delegate this agreement and any rights and obligations hereunder, at its sole discretion, with 30 days’ prior notice.
Unless specified otherwise, any notices or other communications to Members permitted or required under this agreement, will be provided electronically and given by Liinkd via email, Liinkd Platform notification, messaging service (including SMS, WhatsApp and WeChat), or any other contact method we enable and you provide.
23.6 Third-Party Services.
The Liinkd Platform may contain links to third-party websites, applications, services or resources (“Third-Party Services”) that are subject to different terms and privacy practices. Liinkd is not responsible or liable for any aspect of such Third-Party Services and links to such Third-Party Services are not an endorsement.
23.7 Liinkd Platform Content.
Content made available through the Liinkd Platform may be protected by copyright, trademark, and/or other laws of Canada and the United States. You acknowledge that all intellectual property rights for that Content are the exclusive property of Liinkd and/or its licensors and agree that you will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices. You may not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit any Content accessed through the Liinkd Platform except to the extent you are the legal owner of that Content or as expressly permitted in these Terms. Subject to your compliance with these Terms, Liinkd grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to (i) download and use the Application on your personal device(s); and (ii) access and view the Content made available on or through the Liinkd Platform and accessible to you, solely for your personal and non-commercial use.
23.8 Force Majeure.
Liinkd shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, epidemics or disease, strikes or shortages of transportation facilities, fuel, energy, labour or materials.
23.9 Emails and SMS.
You will receive administrative communications from us using the email address or other contact information you provide for your Liinkd account. Enrolment in additional email subscription programs will not affect the frequency of these administrative emails, though you should expect to receive additional emails specific to the program(s) to which you have subscribed. You may also receive promotional emails from us. No fee is charged for these promotional emails, but third-party data rates could apply. You can control whether you receive promotional emails using the notification preferences in your account settings. Please note that you will not be able to take advantage of certain promotions if you disable certain communication settings or do not have an Liinkd account.
23.10 Contact Us.
If you have any questions about these Terms please email us firstname.lastname@example.org