LSM ONLINE service is provided by MCRJA, Inc., a Utah corporation (“Link Source Management”), subject to the terms and conditions of this Agreement. By using Link Source Management, you confirm your acceptance of, and agree to be bound by, this Agreement.
Unless you specify otherwise when registering, Link Source Management reserves the right to disclose your name and mailing address to selected vendors and service providers for the purpose of furnishing you information about related products and services.
2.1 You may send and receive the services you selected upon registration, and download and upload files as permitted by this Agreement, all pursuant to the pricing plan(s) selected by you upon registration. Link Source Management may monitor your LSM ONLINE account, when it determines it to be appropriate (i) to comply with applicable criminal or civil law, warrants, court orders or other legal process or governmental authority, (ii) when health, physical safety or risk of harm to person or property is at issue, (iii) in connection with a breach of this Agreement by you, (iv) to protect the rights or property of Link Source Management, or (v) on the advice of legal counsel.
2.2 In connection with your use of LSM ONLINE, you agree that you will not do any of the following: (i) publish, distribute, or disseminate defamatory, libelous, infringing, obscene or other unlawful material or information; (ii) threaten, harass, stalk, extort, blackmail, defraud, misappropriate or otherwise violate the legal rights (including without limitation rights of privacy and publicity) of others; (iii) intercept or attempt to intercept LSM ONLINE correspondence; (iv) upload files that contain software or other material protected by intellectual property laws, unless you own or control the rights thereto or have received all necessary consents; (v) upload files that contain a virus or corrupted data; (vi) use LSM ONLINE in a manner that adversely affects the availability of its resources to other members; (vii) impersonate any person, including without limitation any Link Source Management official, or communicate under a name that you are not entitled or authorized to use; (viii) transmit chain letters or pyramid schemes; (ix) transmit any information, in violation of any law or regulation regulating the export, re-export or import of information, technology or data, or upload on LSM ONLINE any such information, technology or data which cannot be exported or re-exported without prior governmental authorization; or (x) act, or fail to act, in any other manner that is contrary to applicable local, state, national, international or other law or regulation.
2.3 You agree to (i) maintain the security of your password and other confidential information relating to your LSM ONLINE account; and (ii) be responsible for all charges under your account, including without limitation any unauthorized charges, until you notify Link Source Management of any breach of security and change your password.
2.4 Either you or Link Source Management may terminate your LSM ONLINE membership at any time, with or without cause, upon notice. Termination is your sole and exclusive remedy in the event of any breach of this Agreement by Link Source Management. Notice of termination will be effective upon receipt. In the event Link Source Management terminates this Agreement for breach, no refund of any fees, including without limitation your monthly subscription fee, will be granted.
2.5 Link Source Management grants you a non-exclusive, limited license to use the software through which you access LSM ONLINE ("LSM ONLINE Software") only in accordance with this Agreement and for the services you selected upon registration. You may not translate, reverse engineer, reverse compile, de-compile, disassemble or make derivative works from LSM ONLINE Software. You may not modify LSM ONLINE Software in any manner or form, or use it in any way, which is not expressly authorized in this Agreement.
2.6 All intellectual property comprising LSM ONLINE is wholly owned or licensed by Link Source Management
2.7 All charges will be exclusive of value added, sales, use, or other taxes, which shall be your obligation, but not taxes measured by Link Source Management income. Link Source Management may change its fees at any time upon not less than thirty (30) days notice. Continued use of LSM ONLINE or non-termination of your membership after changes are posted constitutes your acceptance of the prices as modified by the posted changes.
2.8 Payment of your LSM ONLINE account balance is due monthly and will be made by the credit card designated by you upon registration. All currencies referred to herein shall mean U.S. dollars. If payment is not received or retained by Link Source Management from your card issuer or its agents, you agree to pay all amounts due upon demand by Link Source Management. Each time you use LSM ONLINE, you agree and reaffirm that Link Source Management is authorized to charge your designated card. You agree that Link Source Management may (at its option) accumulate charges incurred during your monthly billing cycle and submit them as one or more aggregate charges during or at the end of each cycle. Your LSM ONLINE monthly subscription fee is payable in advance and is non-refundable.
2.9 You must promptly notify Link Source Management of changes to: (i) the account number or expiration date of your designated credit card and (ii) your billing address and if your card is canceled (e.g., for loss or theft) or if you become aware of a potential breach of security, such as the unauthorized disclosure or use of your identification or password.
3.1 Link Source Management will provide you with an emailed statement of charges on your LSM ONLINE account approximately as and when such charges are incurred and/or paid. Unless you notify Link Source Management in writing of any discrepancies or irregularities within forty-five (45) days after they first appear in your online account statement, they will be deemed accepted by you for all purposes, including resolution of inquiries made by your card issuer.
3.2 You agree to pay a late charge on all amounts due but not timely paid and which remain unpaid for thirty (30) days after being billed. The late charge will equal one and one-half percent (1 1/2%) of the past due amount per month until paid or, if such rate is in excess of the allowable rate, the maximum rate allowed by law. You will be responsible for all collection costs, expenses and fees.
Link Source Management may, among other things, withdraw, suspend or discontinue any functionality or feature of LSM ONLINE and, in any such event, will afford you notice and an opportunity to terminate your subscription.
You represent and warrant that you are at least eighteen (18) years of age and that you possess the legal right and ability to enter into this Agreement. You agree to be financially responsible for your use of LSM ONLINE (as well as for use of your account by others, whether or not with your authorization, including without limitation any minors) and to comply with your responsibilities and obligations
6.1 LSM ONLINE AND ALL LSM ONLINE SOFTWARE AND SERVICES ARE PROVIDED "AS IS," AND Link Source Management MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES TO YOU REGARDING THE USABILITY, CONDITION OR OPERATION THEREOF. Link Source Management EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NONE-INFRINGEMENT, COMPATIBILITY, SECURITY OR ACCURACY.
6.2 Your use of LSM ONLINE and all LSM ONLINE Software and services is at your own risk. You assume full responsibility and risk of loss resulting from your downloading and/or use of files or other material (including, without limitation, LSM ONLINE Software) obtained through LSM ONLINE. YOU AGREE THAT Link Source Management AND PROVIDERS OF PROOF OF FUNDS AND INVESTMENT NETWORK SERVICES FOR LSM ONLINE WILL NOT BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, DIRECT, OR SPECIAL DAMAGES, ARISING OUT OF YOUR USE OF OR INABILITY TO USE LSM ONLINE OR ANY LSM ONLINE SOFTWARE OR SERVICES, OR THE GOODS OR SERVICES ANY OTHER MEMBERS PROVIDE OR THE ACTIONS OR INACTION OF SUCH OTHER MEMBERS, AND YOU HEREBY WAIVE ANY CLAIMS WITH RESPECT THERETO, WHETHER BASED ON CONTRACT, TORT OR OTHER GROUNDS, EVEN IF Link Source Management HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. Link Source Management liability to you for breach of this Agreement is limited to the amount actually paid by you for access to and use of LSM ONLINE, exclusive of payments relating to goods and services purchased from other members. Some jurisdictions do not allow implied warranties to be excluded or modified or liability to be limited, so not all of the above limitations may apply to you.
Member agrees to indemnify, defend and hold harmless Link Source Management, its affiliated companies and licensees from all liabilities, claims and expenses, including without limitation reasonable attorneys' fees and expenses, arising from or in connection with use of your LSM ONLINE account by you or any other person (whether or not authorized by you), including without limitation any claim of libel, defamation, violation of rights of privacy or publicity, loss of service by other Members and infringement of intellectual property or other rights and any breach by you of this Agreement or failure to comply with applicable law in your use of LSM ONLINE. Link Source Management reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by Member hereunder, and in such event, Member shall have no further obligation to defend, but shall continue to be obligated for indemnification as to such matter and defense thereof, including without limitation attorneys' fees and expenses.
Notices and consents given by Link Source Management will be given by Link Source Management email or by conventional mail. Notices given by you to Link Source Management must be given by email, or by conventional mail.
This Agreement takes effect on the date on which you agree online to this Agreement and furnish online the information requested upon registration and continues until terminated by either you or Link Source Management.
Subject to the ability to obtain equitable and injunctive relief, in the event of any controversy, dispute or claim arising out of or related to this Agreement, the parties shall submit such controversy, dispute or claim to binding arbitration before the American Arbitration Association in Salt Lake City, Utah. All arbitration proceedings pursuant to this Section shall be in the County of Salt Lake City, Utah before three arbitrators. The arbitrators shall be bound by the express terms of this Agreement and applicable law and shall endeavor to reach their decision as quickly as possible, which decision shall be final and binding. Application to enforce the arbitrators' decision can be made in any court or other tribunal of competent jurisdiction. The rules of discovery then pertaining to the Superior Court of the State of Utah, County of Salt Lake City, shall apply to any such arbitration, including, without limitation, Sections 1283.01 and 1283.05 of the Utah Code of Civil Procedure, the provisions of which are hereby incorporated herein and made a part hereof by reference. The parties hereby irrevocably agree that all actions or proceedings relating to this Agreement shall take place in the County of Salt Lake City, and waive any objections that they may have based on improper venue or forum non conveniens.
11.1 This Agreement is governed by the laws of the State of Utah, USA, applicable to agreements entered into and wholly performed in Utah.
11.2 You acknowledge that no joint venture, agreement, partnership, employment, or agency relationship exists between you and Link Source Management. You agree not to hold yourself out as a representative, agent or employee of Link Source Management and that Link Source Management will not be liable by reason of any representation, act or omission to act by you.
11.3 No delay or omission by either party to exercise any right occurring upon any non-compliance or default by the other party with respect to any of the terms of this Agreement shall impair any such right or power or be construed to be a waiver thereof. A waiver by either of the parties of any of the covenants, conditions, or agreements to be performed by the other shall not be construed to be a waiver of any succeeding breach thereof.
11.4 The benefit of each indemnity hereunder shall extend to all officers, directors, shareholders, owners, partners, employees, officers, agents, servants and representatives of each party indemnified and such indemnities shall survive the termination or expiration of this Agreement.
11.5 In the event any term or provision of this Agreement is declared null and void or unenforceable by any court of competent jurisdiction, the remainder of the provisions of this Agreement shall remain in full force and effect to the fullest extent permitted by applicable law.
11.6 Neither party shall be liable nor deemed to be in default for any delay or failure in performance under this Agreement resulting, directly or indirectly, from acts of God, civil or military authority, acts of public enemy, war, accidents, fires, explosions, earthquakes, floods, failures of transportation or telecommunications, machinery or suppliers, vandalism, or any similar cause beyond the reasonable control of either party.
11.7 This Agreement constitutes the entire agreement between Link Source Management and you with respect to your use of LSM ONLINE and your LSM ONLINE membership and it supersedes all prior or contemporaneous communications and proposals, whether oral or written, between Link Source Management and you with respect thereto.