SUBLYNK TERMS OF SERVICE

Version 1.0

Last revised on: 8/21/2024

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The website located at Sublynk.com and all related, linked and associated websites, including the Sublynk platform that is only accessible by account holders (collectively, the “Site”) is a copyrighted work belonging to Sublynk Inc. (“Sublynk”, “us”, “our”, and “we”). Certain features of the Site may be subject to additional guidelines, terms, or rules, which will be posted on the Site in connection with such features, including Sublynk’s Privacy Policy LINK (the “Privacy Policy”). All such additional terms, guidelines, and rules are incorporated by reference into these Terms.

For the avoidance of doubt, the Privacy Policy shall apply to your information, whether or not you register for an Account (as defined below). 

THESE TERMS OF SERVICE (THESE “TERMS”) SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE SITE. BY ACCESSING OR USING THE SITE, (I) YOU ARE ACCEPTING THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT), (II) YOU AGREE TO SUBLYNK’S COLLECTION, USE, AND DISCLOSURE OF YOUR INFORMATION (AND THE INFORMATION OF THE ENTITY YOU REPRESENT, AS APPLICABLE) AS DESCRIBED IN THE PRIVACY POLICY, AND (III) YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT). YOU MAY NOT ACCESS OR USE THE SITE OR ACCEPT THE TERMS IF YOU ARE NOT AT LEAST 18 YEARS OLD. IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THESE TERMS, DO NOT ACCESS OR USE THE SITE.

PLEASE BE AWARE THAT SECTION 10.2 CONTAINS PROVISIONS GOVERNING HOW TO RESOLVE DISPUTES BETWEEN YOU AND SUBLYNK. AMONG OTHER THINGS, SECTION 10.2 INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND US SHALL BE RESOLVED BY BINDING AND FINAL ARBITRATION. SECTION 10.2 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER. PLEASE READ SECTION 10.2 CAREFULLY.

UNLESS YOU OPT OUT OF THE AGREEMENT TO ARBITRATE WITHIN 30 DAYS: (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.

  1. ACCOUNTS; FEES some text
    1. Account Creation. In order to use certain features of the Site, you must register for an account (“Account”) and provide certain information about yourself as prompted by the account registration form. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information, and (c) you have the appropriate consent and authority to share such information, whether such information belongs to you, the entity you represent, or a third party. Sublynk may require each individual person and/or entity to have their/its own Account and may limit or prohibit entering information from or on behalf of any third parties. You may delete your Account at any time, for any reason, by following the instructions on the Site. Sublynk may suspend or terminate your Account in accordance with Section 8. 
    2. Account Responsibilities. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify Sublynk of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. Likewise, you are required to notify Sublynk and delete any information regarding third parties (including subcontractors) that you do not have the authority to share. Sublynk cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.     
    3. Fees. Sublynk may condition Account creation and/or any or all Site features or usage on your agreement to pay one-time, subscription, or other fees to Sublynk, which fees may be structured, set, and updated in Sublynk’s sole discretion (it being understood that any such updates will not be retroactive) (collectively, the “Fees”). Your agreement to pay Fees, including any subscriptions on the timeline(s) agreed upon between you and Sublynk forms a binding contract whose terms will be deemed integrated into these Terms. You acknowledge that Fees may not be the same for all users, levels of Sublynk services, and functionality provided on the Site, and other distinguishing factors, as determined by Sublynk in its sole discretion.  Sublynk may increase any or all of the subscription-based Fees upon written notice to you, and may increase one-time or other fees at any time, each in Sublynk’s sole discretion. 
  2. ACCESS TO THE SITE some text
    1. License to Account Holders. Subject to these Terms, Sublynk grants Account holders a non-transferable, non-exclusive, non-sublicensable, revocable, limited license to use and access the Site solely for your own use with regard to: (i) onboarding and managing subcontractors and their licensing and qualifications; (ii) managing and documenting your licenses and qualifications; (iii) communicating with general contractors and/or subcontractors; (iv) identifying and promoting potential jobs or projects in your area; and (v) utilizing other features, uses, or Site mechanics as are explicitly made available to Site users and Account holders in the ordinary course and intended usage.
    2. License to Other Visitors. Subject to these Terms, Sublynk grants other visitors (i.e. users that are not Account holders) a non-transferable, non-exclusive, non-sublicensable, revocable, limited license to use and access the Site solely for your own use with regard to: (i) investigating whether to engage Sublynk’s Services, and (ii) utilizing other features, uses, or Site mechanics as are explicitly made available to Site users in the ordinary course and intended usage.
    3. Certain Restrictions. Your use of the Site and the rights granted to you in these Terms are subject to the following restrictions, regardless of whether you are or are not an Account holder. You shall not: (a) license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site, whether in whole or in part, or any content or data displayed on the Site; (b) modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Site; (c) access the Site in order to build a similar or competitive website, product, or service, or permit other third parties to do so; (d) except as expressly stated herein, copy, reproduce, distribute, republish, download, display, post or transmit the Site, in any form or by any means. For the purpose of this Section 2.3, the “Site” refers to the Site, any part of the Site, and all data included in or exported from the Site. Unless otherwise indicated, any future release, update, or other addition to functionality of the Site shall be subject to these Terms. All copyright and other proprietary notices on the Site (or on any content displayed on the Site) must be retained on all copies thereof. Further, you shall be responsible for all of your agents that use the Site and its data, and shall cause all agents to adhere to these Terms. Violation of these restrictions may result in the suspension or termination of your Account and/or access to the Site and may subject you to civil and/or criminal liability. Sublynk reserves the right (but shall not be obligated) to take any appropriate legal action to enforce these restrictions. You also acknowledge that in the event that you are engaging with the Site as an agent of a company, Sublynk may hold you and the company jointly and severally liable for any breach of this Section 2.3 or any other provision of these Terms. 
    4. Modification. Sublynk reserves the right, at any time, to modify, suspend, or discontinue the Site or any services included in the Site (in whole or in part) with or without notice to you. You agree that Sublynk will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Site, your Account, or any part thereof.
    5. No Support or Maintenance. You acknowledge and agree that Sublynk will have no obligation to provide you with any support or maintenance in connection with the Site, unless specifically agreed in writing between you and Sublynk.
    6. Ownership. Excluding any User Content that you may provide (as defined below), you acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Site and its content are owned by Sublynk or Sublynk’s suppliers. Neither these Terms (nor your access to the Site) transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in Section 2.1 or 2.2, as applicable. Sublynk and its suppliers reserve all rights not granted in these Terms. There are no implied licenses granted under these Terms.
    7. Feedback. If you provide Sublynk with any feedback or suggestions regarding the Site (“Feedback”), you hereby assign to Sublynk all rights in such Feedback and agree that Sublynk shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. Sublynk will treat any Feedback you provide to Sublynk as non-confidential and non-proprietary. You agree that you will not submit to Sublynk any information or ideas that you consider to be confidential or proprietary.
    8. No Guarantee. Sublynk makes no guarantee, representation, or warranty as to the results, success, or profitability of using the Site (to the extent allowed) for marketing, job or project searching, or similar enterprises. Sublynk has not vetted the quality, prior work, or suitability of any user of the Site or any third parties whose information may be included in the Site, and expressly disclaims any warranty that such individuals or companies will be a good fit for any given project or job, that projects or jobs will be available in your area, or that there will be sufficient personnel available to fulfill any given project or job. Likewise, Sublynk has not confirmed that any User Content (as defined below) is accurate or complete. Each user of the Site and Account holder acknowledges their ultimate responsibility with regard to the success of such ventures, the requisite negotiations and relationships involved in such, and further acknowledges that Sublynk merely provides a platform to facilitate such connections or opportunities.  
  3. USER CONTENTsome text
    1. User Content. “User Content” means any and all information and content that a user submits to or uses with the Site (whether or not such user is an Account holder), including but not limited to, information regarding subcontractors or any other third parties, background check results, licensing documentation, government issued identification, contact information, general company demographics, customer reviews, photographic or other documentary evidence of any work performed, information provided to Sublynk for the marketing or promotion of any user or person on the Site, information provided to Sublynk during demos or otherwise during the sales process (regardless of the format in which such information is provided), information provided to Sublynk with regard to customer support (regardless of the format in which such information is provided), and any other content in the user’s profile or postings. You are solely responsible for your User Content. You assume all risks associated with the use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that personally identifies you or any third party. You hereby represent and warrant that your User Content does not violate our Acceptable Use Policy (defined in Section 3.3). You may not represent or imply to others that your User Content is in any way provided, sponsored or endorsed by Sublynk. Since you alone are responsible for your User Content, you may expose yourself to liability if, for example, your User Content violates the Acceptable Use Policy. Sublynk is not obligated to backup any User Content, and your User Content may be deleted at any time without prior notice. You are solely responsible for creating and maintaining your own backup copies of your User Content if you desire.
    2. License. You hereby grant (and you represent and warrant that you have the right to grant) to Sublynk an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use and exploit your User Content, and to grant sublicenses of the foregoing rights, solely for the purposes of including your User Content in the Site. You hereby irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content.
    3. Acceptable Use Policy. The following terms constitute our “Acceptable Use Policy”:some text
      1. You agree not to use the Site to collect, upload, transmit, display, or distribute any User Content (i) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right, (ii) that violates any applicable data privacy laws, including but not limited to the California Consumer Privacy Act, as it may be amended from time to time (the “CCPA”), (iii) that contains information that can be classified as  personal data or  personal information of a third party under applicable data privacy laws, including but not limited to the CCPA, without such third party’s written consent, (iv) that contains information that can be classified as sensitive personal information  under applicable data privacy laws, including but not limited to the CCPA, (including social security numbers, financial information, log in information, etc.) unless expressly required for the use of the Services, (v) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, fraudulent (including but not limited to financial fraud, identity theft, or phishing schemes), trade libelous, pornographic, defamatory, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable (including but not limited to discrimination or harassment based on race, ethnicity, national origin, religion, gender, gender identity, sexual orientation, disability, or any other characteristic protected by law), (vi) that is harmful to minors in any way, (vii) that is in violation of any law, regulation, or obligations or restrictions imposed by any third party, or (viii) that infringes upon or violates any intellectual property rights of others.
      2. In addition, you agree not to: (i) upload, transmit, or distribute to or through the Site any computer viruses, worms, trojan horses, ransomware, or any software intended to damage, destroy, interrupt, or alter a computer system or data; (ii) send through the Site unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) use the Site to harvest, collect, gather or assemble information or data regarding other users or third parties, including email addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Site, or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to any portion or feature of the Site (or to other computer systems or networks connected to or used together with the Site), whether through password mining or any other means; (vi) harass or interfere with any other user’s use and enjoyment of the Site; or (vi) use software or automated agents or scripts to produce multiple accounts on the Site, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Site.
    4. Enforcement. We reserve the right (but have no obligation) to review, refuse and/or remove any User Content in our sole discretion, and to investigate and/or take appropriate action against you in our sole discretion if you violate the Acceptable Use Policy or any other provision of these Terms or otherwise create liability for us or any other person. Such action may include removing or modifying your User Content, terminating your Account in accordance with Section 8, preventing you and your affiliates from creating Accounts, and/or reporting you to law enforcement authorities. Further, you shall be responsible for all of your agents that use the Site and its data, and shall cause all agents to adhere to these Terms. Sublynk reserves the right (but shall not be obligated) to take any appropriate legal action to enforce these restrictions. You also acknowledge that in the event that you are engaging with the Site as an agent of a company, Sublynk may hold you and the company jointly and severally liable for any breach of these Terms. 
  4. INDEMNIFICATION. You agree to indemnify and hold Sublynk and the Sublynk Parties (as defined below) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Site, (b) your violation of these Terms, (c) your violation of applicable laws or regulations, or (d) your User Content. Sublynk reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Sublynk. Sublynk will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it. For clarity, nothing in this provision will limit your obligations or liabilities under Section 2.3. 
  5. THIRD-PARTY LINKS & ADS; OTHER USERSsome text
    1. Third-Party Links & Ads. The Site may contain links to third-party websites and services, and/or display advertisements for promoted users and/or third parties (collectively, “Third-Party Links & Ads”), including third-party background check and licensing services. Such Third-Party Links & Ads are not under the control of Sublynk, and Sublynk is not responsible for any Third-Party Links & Ads. Sublynk provides access to these Third-Party Links & Ads only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links & Ads. You use all Third-Party Links & Ads at your own risk, and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Links & Ads, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You agree that Sublynk will not be responsible for any loss or damage incurred as the result of your use or engagement with such Third-Party Links & Ads. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Links & Ads.
    2. Other Users. Each Site user is solely responsible for any and all of its own User Content. Since we do not control User Content, you acknowledge and agree that we are not responsible for any User Content, whether provided by you or by others. We make no guarantees regarding the accuracy, currency, suitability, appropriateness, or quality of any User Content. Your interactions with other Site users are solely between you and such users. You agree that Sublynk will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any Site user, we are under no obligation to become involved.
    3. Release. You hereby release and forever discharge Sublynk and the Sublynk Parties (as defined below) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Site (including any interactions with, or act or omission of, other Site users or any Third-Party Links & Ads). IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
  6. DISCLAIMERS 

THE SITE IS PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND SUBLYNK (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SITE WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SITE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO 90 DAYS FROM THE DATE OF FIRST USE.

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SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

  1. LIMITATION ON LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SUBLYNK, THE SUBLYNK PARTIES, OR OUR SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SITE, EVEN IF SUBLYNK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITE IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.

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TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THESE TERMS (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF THE AGGREGATE AMOUNT YOU PAID TO SUBLYNK IN THE 6-MONTHS PRIOR TO THE DATE YOU FILE A CLAIM. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THESE TERMS.

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SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

  1. TERM AND TERMINATION. 

Subject to this Section 8, these Terms will remain in full force and effect while you and/or your affiliates use the Site. We may suspend or terminate your rights to use the Site (including your Account) at any time for any reason at our sole discretion, including for any use of the Site in violation of these Terms, or for any violation of other agreements between you and Sublynk relevant to your access to or usage of the Site (e.g., failure to pay Fees in the agreed-upon timeframe, or violations of Master Service Agreements, to the extent applicable). Upon termination of your rights under these Terms, your Account and right to access and use the Site will terminate immediately. You understand that any termination of your Account may involve deletion of your User Content associated with your Account from our live databases. Sublynk will not have any liability whatsoever to you for any termination of your rights under these Terms, including for termination of your Account or deletion of your User Content. Even after your rights under these Terms are terminated, the following provisions of these Terms will remain in effect: Sections 1.2, 1.3, 2.2 through 2.6, 3, and 4 through 10. Termination of these Terms shall not affect your liability or obligations for all Fees or other amounts owed to Sublynk that have accrued at or before the time of termination. Your responsibility for such Fees or other amounts owed will continue according to their terms. To the extent you have a signed Master Services Agreement (or similar) relevant to your usage of the Site, and there are conflicting provisions between these Terms and such Master Services Agreement, the terms of such Master Services Agreement will control, with regard to such conflicting provisions only. 

  1. COPYRIGHT POLICY. 

Sublynk respects the intellectual property of others and asks that users of our Site do the same. In connection with our Site, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of users of our online Site who are repeat infringers of intellectual property rights, including copyrights. If you believe that one of our users is, through the use of our Site, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, please notify us immediately. 

  1. GENERALsome text
    1. Changes. These Terms are subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an email to the last email address you provided to us (if any), and/or by prominently posting notice of the changes on our Site. You are responsible for providing us with your most current email address. In the event that the last email address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the email containing such notice will nonetheless constitute effective notice of the changes described in the notice. Continued use of our Site following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
    2. Dispute Resolution. Please read the following arbitration agreement in this Section (the “Arbitration Agreement”) carefully.  It requires you to arbitrate disputes with Sublynk, its parent companies, subsidiaries, affiliates, successors and assigns and all of their respective officers, directors, employees, agents, and representatives (collectively, the “Sublynk Parties”) and limits the manner in which you can seek relief from the Sublynk Parties. some text
      1. Applicability of Arbitration Agreement. You agree that any dispute between you and any of the Sublynk Parties relating in any way to the Site, the services offered on the Site (the “Services”) or these Terms (in each case, a “Dispute”), will be resolved by binding arbitration, rather than in court, except that (1) you and the Sublynk Parties may assert individualized claims in small claims court if the claims qualify, remain in such court and advance solely on an individual, non-class basis; and (2) the Sublynk 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). This Arbitration Agreement shall survive the expiration or termination of these Terms and shall apply, without limitation, to all claims that arose or were asserted before you agreed to these Terms (in accordance with the preamble) or any prior version of these Terms. This Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state or local agencies. Such agencies can, if the law allows, seek relief against the Sublynk Parties on your behalf. For purposes of this Arbitration Agreement, “Dispute” will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of the Agreement as well as claims that may arise after the termination of these Terms.
      2. Informal Dispute Resolution. There might be instances when a Dispute arises between you and Sublynk or one of the Sublynk Parties. If that occurs, Sublynk is committed to working with you to reach a reasonable resolution. You and Sublynk agree that good faith informal efforts to resolve Disputes can result in a prompt, low‐cost and mutually beneficial outcome. You and Sublynk therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a party so elects), we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement (“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the conference, but you will also participate in the conference.

The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference (“Notice”), which shall occur within 45 days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties. Notice to Sublynk that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to the email address listed in Section 10.8. The Notice must include: (1) your name, telephone number, mailing address, email address associated with your account (if you have one); (2) the name, telephone number, mailing address and email address of your counsel, if any; and (3) a description of your Dispute. 

The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties (including Sublynk) agree. In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Arbitration Agreement shall prohibit the parties from engaging in informal communications to resolve the initiating party’s Dispute. Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this section.

  1.  Arbitration Rules and Forum. These Terms evidence a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings. If the Informal Dispute Resolution Process described above does not resolve satisfactorily within 60 days after receipt of your Notice, you and Sublynk agree that either party shall have the right to finally resolve the Dispute through binding arbitration. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims with an amount in controversy under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’ most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Request”). The Request must include: (1) the name, telephone number, mailing address, email address of the party seeking arbitration and the account username (if applicable) as well as the email address associated with any applicable account; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States Dollars; (4) a statement certifying completion of the Informal Dispute Resolution process as described above; and (5) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration.

If the party requesting arbitration is represented by counsel, the Request shall 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.

Unless you and Sublynk otherwise agree, or the Batch Arbitration process discussed in Subsection 10.2(h) is triggered, the arbitration will be conducted in the county where you reside. Subject to the JAMS Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration. If the JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any JAMS fees and costs will be solely as set forth in the applicable JAMS Rules.

You and Sublynk agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall 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.

  1. Authority of Arbitrator. The arbitrator shall have exclusive authority to resolve all disputes subject to arbitration hereunder including, without limitation, any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement or any portion of the Arbitration Agreement, except for the following: (1) all Disputes arising out of or relating to the subsection entitled “Waiver of Class or Other Non-Individualized Relief,” including any claim that all or part of the subsection entitled “Waiver of Class or Other Non-Individualized Relief” is unenforceable, illegal, void or voidable, or that such subsection entitled “Waiver of Class or Other Non-Individualized Relief” has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (2) except as expressly contemplated in the subsection entitled “Batch Arbitration,” all Disputes about the payment of arbitration fees shall be decided only by a court of competent jurisdiction and not by an arbitrator; (3) all Disputes about whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator; and (4) all Disputes about which version of the Arbitration Agreement applies shall 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, except as expressly provided in the subsection entitled “Batch Arbitration.” The arbitrator shall have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual party under applicable law, the arbitral forum’s rules, and these Terms (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which any award (or decision not to render an award) is based, including the calculation of any damages awarded. The arbitrator shall follow the applicable law. The award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction.
  2.  Waiver of Jury Trial.  EXCEPT AS SPECIFIED IN SECTION 10.2(A) YOU AND THE SUBLYNK PARTIES HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and the Sublynk Parties are instead electing that all covered claims and disputes shall be resolved exclusively by arbitration under this Arbitration Agreement, except as specified in Section 10.2(a) above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow these Terms as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
  3. Waiver of Class or Other Non-Individualized Relief.  YOU AND SUBLYNK AGREE THAT, EXCEPT AS SPECIFIED IN SUBSECTION 10.2(H), YOU MAY ONLY BRING CLAIMS AGAINST SUBLYNK ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND YOU 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 OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Subject to this Arbitration Agreement, 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. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under the Subsection 10.2(h) entitled “Batch Arbitration.” Notwithstanding anything to the contrary in this Arbitration Agreement, 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 or 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), you and Sublynk agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in the State of Delaware. All other Disputes shall be arbitrated or litigated in small claims court. This subsection does not prevent you or Sublynk from participating in a class-wide settlement of claims.
  4. Attorneys’ Fees and Costs. The parties shall 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 you or Sublynk 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 shall have 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, including the Informal Dispute Resolution Process, is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys’ fees and costs.
  5. Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, you and Sublynk agree that in the event that there are 100 or more individual Requests of a substantially similar nature filed against Sublynk by or with the assistance of the same law firm, group of law firms, or organizations, within a 30 day period (or as soon as possible thereafter), the JAMS shall (1) administer the arbitration demands in batches of 100 Requests per batch (plus, to the extent there are less than 100 Requests left over after the batching described above, a final batch consisting of the remaining Requests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”).

All parties agree that Requests are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise the JAMS, and the JAMS shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by Sublynk.

You and Sublynk agree to cooperate in good faith with the JAMS to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings.

This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.

  1. 30-Day Right to Opt Out.  You have the right to opt out of the provisions of this Arbitration Agreement by sending a timely written notice of your decision to opt out to the email address in Section 10.8, within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address and a clear statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, Sublynk may elect to terminate your Account in its sole discretion. If Sublynk does not elect to terminate your Account, all other parts of these Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have with us, or may enter into in the future with us.
  2. Invalidity, Expiration. Except as provided in the subsection entitled “Waiver of Class or Other Non-Individualized Relief”, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect. You further agree that any Dispute that you have with Sublynk as detailed in this Arbitration Agreement must be initiated via arbitration within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.
  3. Modification. Notwithstanding any provision in these Terms to the contrary, you and Sublynk agree that if Sublynk makes any future material change to this Arbitration Agreement, you may reject that change within 30 days of such change becoming effective by writing Sublynk at the address in Section 10.8. Unless you reject the change within 30 days of such change becoming effective by writing to Sublynk in accordance with the foregoing, your continued use of the Site and/or Services, including the acceptance of products and services offered on the Site following the posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes. Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you have previously agreed to a version of these Terms and did not validly opt out of arbitration. If you reject any change or update to this Arbitration Agreement, and you were bound by an existing agreement to arbitrate Disputes arising out of or relating in any way to your access to or use of the Services or of the Site, any communications you receive, any products sold or distributed through the Site, the Services, or these Terms, the provisions of such arbitration requirements will remain in full force and effect. Opting out of such changes may result in Sublynk terminating your Account. 
  1. Export and International Use. The Site may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Sublynk, or any products utilizing such data, in violation of the United States export laws or regulations. The Site and the Services are strictly for use in the United States only. 
  2. Disclosures. Sublynk can be contacted at the address in Section 10.8. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
  3. Electronic Communications. The communications between you and Sublynk use electronic means, whether you use the Site or send us emails, or whether Sublynk posts notices on the Site or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Sublynk in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Sublynk provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in a hardcopy writing. The foregoing does not affect your non-waivable rights.
  4. Entire Terms. Unless you signed a Master Services Agreement between you (or the entity you represent) and Sublynk (an “MSA”), these Terms constitute the entire agreement between you and us regarding the use of the Site. If an MSA exists and there are conflicting terms between these Terms and the MSA, these terms will apply. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to Sublynk is that of an independent contractor, and neither party is an agent or partner of the other. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Sublynk’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Sublynk may freely assign these Terms. The terms and conditions set forth in these Terms shall be binding upon assignees. 
  5. Copyright/Trademark Information. Copyright © 2024 Sublynk Inc. All rights reserved. All trademarks, logos and service marks (“Marks”) displayed on the Site are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.
  6. Contact Information:

Address: 

Sublynk Inc. 

357 McCaslin Blvd, Suite 219

Louisville, CO 80027

Email: legal@sublynk.com

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