These terms of Service (“terms”) constitute a legally binding agreement between linkitup, llc (referred to herein as “linkitup”, “we”, “us” and “our”) and you (“you” or “User”). These terms govern your use of the linkitup website, mobile application, and technology platform (collectively, the “linkitup platform”) and any content or services provided by or on behalf of linkitup on or in connection with the linkitup platform. You acknowledge that you read and understood the terms, and you agree to be bound by the terms, the Privacy Policy, and other linkitup policies referenced herein (collectively, the “Agreement”). “You” in these terms refers to, as applicable, (a) you, an individual user, (b) you, a company or other entity, and (c) any other company or entity personnel accessing or using the linkitup platform on the company’s or other entity’s behalf.

By accessing or using the linkitup platform, you confirm your agreement to be bound by these terms, and you agree to not knowingly circumvent, evade or fail to comply with all applicable terms to the extent that they apply to you. You may use the linkitup platform only if you can form legally binding contracts under applicable law and either have reached the age of majority or legal age in your jurisdiction (generally 18 or older) or are not an individual natural person. The linkitup platform is not directed to children under age 18, and linkitup does not knowingly collect personal information from such children. If you are under 18 years of age or the legal age of majority in your jurisdiction, your parent or guardian must agree to these terms on your behalf. If you do not agree to these terms, you shall not access or use the linkitup platform. linkitup reserves the right in its sole discretion to change, modify, add, or remove portions of these terms at any time by posting amended terms to the linkitup platform. Please check these terms and any policies periodically for changes. Your continued use of the linkitup platform after the changes become effective constitutes your binding acceptance of such changes. Amended terms will automatically be effective upon the earlier of your first use of the linkitup platform after such amended terms are initially posted on the linkitup platform and thirty (30) days after such amended terms are first posted on the linkitup platform.

1. NATURE OF THE PLATFORM

The linkitup platform is a platform that allows users that provide services (“Freelancer(s)”) and users seeking services (“Client(s)”) to interact and arrange for a Freelancer to complete a work assignment for a Client (an “Assignment”). Clients may use the linkitup platform in accordance with the terms to help manage Client’s contingent workforce, post available Assignments, communicate with Freelancers, engage Freelancers to complete Assignments, pay Freelancers, and interact with its Client MSP Users regarding tasks. Freelancers may use the linkitup platform in accordance with the terms to find available Assignments, communicate with Clients regarding Assignments, and receive payments from Clients. Services that Freelancers perform for a Client in connection with an Assignment are referred to as “Freelancer Services”. linkitup does not provide services through Freelancers or employ Freelancers, and Freelancers do not provide services to linkitup or on linkitup’s behalf to customers or Clients. linkitup is not responsible for any the acts or performance of any User or any Freelancer Services.

2. PLATFORM USE

Subject to the terms and your ongoing compliance with the terms, linkitup hereby grants you a limited, non-exclusive, non-sublicensable, revocable, terminable, non-transferrable license to use the linkitup platform solely for your internal purposes in accordance with these terms. By using the linkitup platform, you represent and warrant that: (a) you will only use the linkitup platform and Account for business purposes and will not use the linkitup platform or Account for personal, family, household, or consumer purposes; (b) your agreement to the terms and your use of and activities related to the linkitup platform and any Assignment do not violate any agreement to which you are a party, or any third-party’s right to the Freelancer’s Services provided or produced for a Client; (c) you will comply with all laws, regulations, and licensing requirements applicable your use of the linkitup platform and Assignments; and (d) you will only use the linkitup platform for the intended uses set forth in these terms. Your use of the linkitup platform will comply with the instructions and policies established by linkitup from time to time and communicated to you. Certain functionality and services related to the linkitup platform may be subject to additional terms and conditions specified by linkitup from time to time, and your use of such functionality and services is subject to such additional terms and conditions. linkitup may in its sole discretion change some or all of the linkitup platform and its services at any time, with or without notice.

You will abide by all applicable laws, statutes, orders, ordinances, licensing and professional requirements, and regulations, including laws governing speech (e.g., defamation), employment, copyright, personal privacy, confidentiality, and other individual rights in using the linkitup platform. You agree not to require other users to violate any law or agreement applicable to such User, including any confidentiality or non-disclosure agreement. In connection with your use of the linkitup platform, you will conduct your business with applicable high ethical and professional standards and fairness, treat and communicate with other users in a respectful and professional manner, and not communicate on or through the linkitup platform in any unlawful, defamatory, offensive, threatening or harassing manner.

3. ACCOUNTS

To access and use certain parts and functionality of the linkitup platform, you must register for an account on the linkitup platform (“Account”). If you create an Account as an employee, independent contractor, or agent on behalf of a legal entity, you represent and warrant that you are authorized to enter into binding agreements on behalf of you and such entity and bind such entity to the terms. linkitup reserves the right to reject the creation of any Account and to suspend or terminate any Account if a User associated with such Account breaches these terms, the Community Guidelines, or any policy referenced herein. When you create an Account, you will be asked to submit certain information about you. You agree that the information you provide in connection with such registration is correct, complete and current, and if any such information changes, you will promptly update such information in your Account.

You will not allow or request any other person to create an Account for you or on your behalf, except that an authorized employee or agent of an entity may create an Account on behalf of such entity. By granting other users permissions under your Account, you represent and warrant that such User is authorized to act on your behalf, and you are fully responsible and liable for such User’s actions and omissions in connection with the linkitup platform and Assignments, including making payments resulting from such users’ use of the linkitup platform, obligations related to Freelancer Service Agreements created by such User, and such User’s compliance with the terms. Upon termination of your Account or your access to the linkitup platform, linkitup may close any or all Accounts with permissions granted under the terminated Account.

In connection with creating an Account, you may be required to select a username, password, or other authenticating credentials (“User Credentials”). You are fully responsible for maintaining the confidentiality and security of your User Credentials, and you will not use the same password as part of your User Credentials used on any other website and you will not share your User Credentials with any Unauthorized Third Parties or any other unauthorized person. An “Unauthorized Third Party” refers to any third party or business that seeks to access or accesses the linkitup platform or any sites or systems of linkitup or its affiliates using your User Credentials, regardless of the their purported consent, in order to access, copy or obtain information of linkitup or its affiliates, whether such information is accessed, copied or obtained by an automated data gathering program or by other means, including data scrapers, data aggregators and any third parties seeking to monetize data obtained from linkitup or its affiliates without linkitup’s express consent. You authorize linkitup to assume that any person accessing the linkitup platform with your User Credentials is either you or authorized to act for you. If you become aware of or suspect any unauthorized access to or use of your Account or User Credentials, you will immediately notify linkitup of such unauthorized access or use. linkitup may suspend your access to and use of the linkitup platform, without notice, if any unauthorized disclosure or use or security breach is suspected.

4. ACCOUNT TYPES
5. Client Accounts.Entities that wish to obtain or manage services may create a Client Account. Clients may invite or add (1) employees of Client that are reported to the Internal Revenue Service (“IRS”) on Form W-2 or (2) Authorized Client MSPs (as defined below) (collectively, “Client MSP Users”) in connection with such Client Account. Client may create Client Internal User accounts and assign Client MSP Users various roles and permissions to act on behalf of such Client Account. Subject to Section 4.F.2, Client MSP Users are not considered Freelancers under these terms.

   B. Freelancer Accounts. Individuals and entities that wish to provide services to or receive payment from a Client may create a Freelancer Account. Freelancer Accounts include Vendor Accounts.

6. Vendors.“Vendors” are entities that utilize their own employees reported to the IRS on Form W-2 (“Vendor MSP Users”) to perform services and complete Assignments for Clients on behalf of such Vendor entity. Vendors may create Vendor Accounts and assign Vendor MSP Users various roles and permissions to act on behalf of the Vendor.
7. Authorized MSPs.linkitup may, in its sole discretion, permit Client to use certain of Client’s managed service providers approved by linkitup (“Authorized MSPs”) to use employees or independent contractors of the Authorized Client MSP that the Authorized Client MSP reports to the IRS on Form W-2 (“Authorized MSP Users”) to complete tasks on the linkitup platform for Client and create a Client Internal User accounts for such Client.
8. MSP Users and CVAM user providers.
9. Clients, Vendors, and Authorized MSPs are collectively referred to as “CVAM user providers”, and Client Internal User, Vendor MSP Users, and Authorized MSP MSP Users are collectively referred to as “MSP Users”. An internal user provider remains fully responsible for, and assumes all liability for, its MSP Users’ compliance with the terms and actions and omissions in connection with the linkitup platform. MSP Users and CVAM user providers understand and agree that: (a) the internal user provider is solely responsible for paying internal users for work performed for internal user provider and such payments will not be made through the linkitup platform; (b) linkitup is not a party to any agreement between, and does not set any contract terms between, MSP Users and CVAM user providers, (c) linkitup has no liability or obligations related to activities performed by any Internal User or internal user provider; (d) linkitup does not supervise, direct, or control MSP Users or CVAM user providers; (e) linkitup does not provide any Internal User or internal user provider with training or any equipment, labor, tools materials, or location to perform services; (f) internal user provider assumes all liability for, and is solely responsible for, the classification of MSP Users as employees or independent contractors of the internal user provider or Client; and (g) linkitup makes no commitment or representation regarding any Internal User or internal user provider, including any MSP Users’ qualifications or abilities and internal user provider’s ability to pay the Internal User.
10. If an Internal User uses the linkitup platform for any purpose other than to perform tasks for the relevant internal user provider, including to interact with or complete Assignments for any Client other than the internal user provider, then such User will not be considered an Internal User of the internal user provider in connection with such use not performing tasks for the internal user provider, and such User acknowledges and agrees that (a) the terms apply to such User directly, and not the internal user provider, (b) such User will comply with all User obligations under the terms, (c) such User is fully responsible for its actions, omissions and obligations in connection with such use of the linkitup platform, and (d) such User will not breach any agreement such User has with the internal user provider.
11. ASSIGNMENTS

A Client may post available Assignments on the linkitup platform, and Client may match to Freelancers that may view such Assignment. Any Freelancer matched with a Client retains the right to accept such Assignments and negotiate the payment, timing, and manner by which the Freelancer completes the work for such Assignments.

Freelancers are solely responsible for and have the sole right to determine which Assignments they accept or reject; the time, place, manner, and means of providing the Freelancer Services; the type of services they provide; and the price they charge for any Freelancer Services. All negotiations related thereto are between the Client and the Freelancer and do not involve linkitup in any way. linkitup does not in any way provide or guarantee Freelancers a regular salary or any minimum regular payment. Neither Client nor linkitup will be required to reimburse Freelancers for expenses incurred while performing any Assignment, except to the extent Client otherwise expressly agrees to do so in negotiations with Freelancers. Freelancers are solely responsible for obtaining any liability, health, workers compensation, disability, unemployment and other insurance benefits needed, desired, or required by law, and Freelancers are not covered by or eligible for any insurance or employee benefits from or through linkitup. Freelancers acknowledge and agree that linkitup will not provide Freelancers with any employee benefits, insurance coverage, reimbursement for any expenses, or payment of any monies in connection with any Assignments or other work provided by Freelancers. linkitup does not supervise, direct, or control any Freelancer or Freelancer Services; does not impose any quality standards or deadline for completing any Freelancer Services; does not dictate the performance, methods, or processes Freelancers use to perform services; and does not provide Freelancers with training, equipment, labor, tools, materials, locations, facilities, or premises in connection with any Assignment or Freelancer Services. linkitup does not retain the right to control Freelancers’ profits or losses. linkitup does not prohibit Freelancers from performing the same or similar services for other companies, Clients, or customers. Freelancer represents and warrants that Freelancer performs services outside the business of the linkitup platform business and also that Freelancer is engaged in an independently established trade, occupation, profession, or business.

With respect to each Assignment performed by a Freelancer, the Freelancer represents and covenants that the Freelancer: (a) possess the skills, experience, and expertise and good character described in such Freelancer Account; (b) has and will maintain at all times any insurance coverage (including general liability) required by applicable law; (c) will perform the Freelancer Services as an independent contractor of Client; and (d) is customarily engaged in an independently established trade, occupation, or business that is similar to the Freelancer Services for such Assignment.

Except as set forth herein, once a Freelancer accepts, or applies and is accepted for, an Assignment, such Freelancer may not reassign the Assignment to any other person or entity. Once a Client engages a specific Freelancer to complete an Assignment, such Client may not engage anyone else to complete such Assignment. For clarity, this paragraph is not intended to prevent an internal user provider from reassigning any task to any of its internal users.

6. WORKER SERVICE AGREEMENTS

Client and Freelancers may enter into agreements in connection with an Assignment or other agreement for Client to pay Freelancer (“Freelancer Service Agreement”). Client and Freelancers are solely responsible for determining whether to enter into a Freelancer Service Agreement and the terms of any Freelancer Service Agreement; provided, however any Freelancer Service Agreement shall not conflict with, narrow, or expand linkitup rights and obligations under these terms. linkitup may make sample terms available for users as a sample for reference only. Any such sample terms are not legal advice, and linkitup assumes no responsibility or liability in connection with any use of such sample terms.

linkitup is not liable for, and has no obligation for, any acts, errors or omissions by any User, including in connection with any Assignment or Freelancer Service Agreement. users are solely responsible for evaluating and determining the suitability and qualifications of any other User and any Assignment. linkitup makes no commitments regarding, and linkitup is not responsible for, the quality or legality of any Freelancer Services, a Client’s ability to pay for Freelancer Services, or any User’s ability to complete or accept any Assignment.

7. OWNERSHIP; PROPRIETARY RIGHTS

This Agreement provides only a limited ability for users to use the linkitup platform in accordance with the terms. linkitup transfers no ownership or intellectual property rights, interest, or title in and to the linkitup platform, including software, programs, products, information, documentation, content, images, text, graphics, user interfaces, logos, trademarks associated with the linkitup platform (“linkitup Content”). All linkitup Content, and all copyrights, trademarks, trade secrets, patents, and other intellectual property rights therein (“Intellectual Property Rights”), is owned, controlled by, or licensed by linkitup, its affiliates, and/or licensors. linkitup, the linkitup logo, and all other marks are proprietary trademarks of linkitup, and any use of such marks without linkitup’s prior written permission is prohibited. Other company, product, and service names on the linkitup platform may be trademarks owned by third parties. All rights not expressly granted to you under these terms are reserved by linkitup or its licensors. You agree that linkitup has the right to use, collect, extract, compile, synthesize and analyze your information in an aggregated, anonymized form, such that you may not be identified, and you will have no ownership interest in such aggregated, anonymized data.

You agree that you will not (and will not attempt to) directly or indirectly: (a) sell, license, modify, distribute, copy, transmit, or create derivative works from the linkitup Content or any content on the linkitup platform; (b) reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code, underlying structure, ideas, algorithm, or method of operation of the linkitup platform or any linkitup Content; (c) access or use the linkitup platform by scripts, scraping tools, or automated services; (d) compromise, violate, or impair the security, stability, or user experience of the linkitup platform, or network security; or (e) circumvent, disable, or otherwise interfere with security measures used by the linkitup platform. You may choose, or we may invite you, to submit comments, ideas, or feedback about the linkitup platform, including about how to improve the linkitup platform or services provided by linkitup. By submitting such comments, ideas, or feedback, you agree that your disclosure is without restriction, and that linkitup is free to use and act thereon without any compensation, approval, or consideration to you, and to disclose such comments, ideas, and feedback on a non-confidential basis or otherwise.

8. USER CONTENT.

Any content that a User submits, posts, displays, or otherwise makes available on the linkitup platform is referred to as “User Content”. As between you and linkitup, you retain ownership of your User Content. You hereby grant linkitup a non-exclusive, royalty-free, perpetual, transferable, sub-licensable, worldwide license to use, modify, reproduce, display, sell, prepare derivative works from, and distribute all User Content and any Intellectual Property Rights therein that you post or submit to the linkitup platform for the purposes of operating the linkitup platform, improving the linkitup platform, developing new products and services, publishing such User Content, and for any other purpose on or in connection with the linkitup platform. You understand and agree that the linkitup platform is a public platform and other users may search for, see, use, and re-post User Content that you make publicly available through the linkitup platform.

You represent and warrant that: (a) you own or have any required rights to use the User Content that you submit, post, display, or otherwise make available on or through the linkitup platform; (b) your User Content, and its submission and/or posting on or through the linkitup platform, does not violate applicable laws or the privacy rights, publicity rights, contract rights, Intellectual Property Rights or any other rights of any other person or entity; and (c) your submission, posting, and/or display of User Content on or through the linkitup platform does not result in any breach of contract between you and any third party. linkitup takes no responsibility and assumes no liability for any User Content that you or any User or third party posts or sends using the linkitup platform, and you are solely responsible for your User Content and the consequences of posting and/or displaying it. You agree to not post any User Content that is unlawful, fraudulent, discriminatory, sexually explicit, obscene, libelous, defamatory, harassing, abusive, otherwise objectionable, or that contains sexual, ethnic, racial or other discriminating slurs, or that contains no relevant or constructive content.

Content created by users or third parties is the sole responsibility of such users or third party, as applicable. linkitup has no obligation to monitor, review or inspect any User Content, and linkitup assumes no responsibility or liability which may arise from any users’ use of User Content. Notwithstanding the foregoing, linkitup reserves the right to block or remove User Content at any time in its sole discretion. linkitup has the right, but not the obligation, to edit, modify, refuse to post, reject, eliminate or remove any User Content from the linkitup platform that it, in its sole discretion, believes (a) is unacceptable or in violation of this Agreement, (b) may create liability for linkitup or its users, or (c) may cause linkitup to be in breach of its agreements with third-party service providers, including its internet service providers.

users may publish, and request for linkitup to display on the User’s behalf, information about a User, including feedback, ratings, and comments about other users, and you agree that linkitup may make such information available to other users. You agree not to use any such User Content in making any employment, credit, insurance or similar decisions, or for any personal, family, or household purpose. linkitup may share the information in your account with any other User, and linkitup may access your location via your mobile device and provide such information to Clients and other users on the linkitup platform.

9. RELATIONSHIP OF USERS AND LINKITUP

Nothing in these terms is intended to or should be construed to create any agency, partnership, joint venture, or other form of joint enterprise, employment, hiring entity, or fiduciary relationship between linkitup and any User or between users. Except for MSP Users providing services for their associated internal user provider, the linkitup platform is intended for use by Freelancers that can enter into independent contractor relationships with Clients for Assignments under applicable law. linkitup makes no commitment or representation that any Freelancer is or will be classified as an independent contractor of Client. users are solely responsible for determining whether any Freelancer will be engaged as an independent contractor of Client, unless otherwise agreed to by the Client and Freelancer. If a dispute arises as to the status of Freelancer as an independent contractor, or as to any rights or benefits from Client to which Freelancer may claim to be entitled, Client and Freelancer, and not linkitup, are solely responsible for resolving such dispute.

10. APPROVED ASSIGNMENTS; ASSIGNMENT PAYMENTS

The Client will post an Assignment with a specific payment in United States (U.S.) dollars (“Assignment Value”) and associated payment terms. An Assignment becomes an “Approved Assignment” when the Client designates on the linkitup platform that such Assignment has been completed to Client’s satisfaction. Client will pay the Freelancer for the Approved Assignment according to the payment terms posted in the Assignment. Clients and Freelancers acknowledge and agree Client only is obligated to pay the Freelancer for an Assignment after such Assignment becomes an Approved Assignment, and Client has no obligation to pay a Freelancer for any work performed towards any Assignment that does not become an Approved Assignment. Both the Freelancer and linkitup have the right to pursue a claim against the Client for Client’s failure to pay a Freelancer the Assignment Value for an Approved Assignment. linkitup will not be responsible for paying a Freelancer if Client has not made funds available to linkitup for all amounts owed for an Approved Assignment.

11. PAYMENTS UNRELATED TO ASSIGNMENTS

Clients may use the linkitup platform to pay Freelancers for matters unrelated to Assignments (“Other Worker Payments”), and any such Other Worker Payments are made subject to these terms.

12. CLIENT PLATFORM FEES.

Clients will pay linkitup a transaction fee for each Approved Assignment and Other Worker Payment (“Platform Fee”). The Platform Fee is separate from, and due in addition to, the Assignment Value that Client pays the Freelancer for the Approved Assignment or amount paid to the Freelancer for the Other Worker Payment. The Platform Fee for Assignments becomes due to linkitup upon Client’s approval of the relevant Approved Assignment and is payable on the same date that the Assignment Value is payable. The Platform Fee for Other Worker Payments is due the date Client initiates the relevant Other Worker Payment on the linkitup platform. Unless otherwise agreed in writing by Client and linkitup, linkitup will specify the Platform Fee for the relevant Assignment and Other Worker Payment on the linkitup platform. linkitup may pursue a claim against the Client for the Platform Fee in addition to linkitup’s right to pursue a claim against the Client for Client’s failure to pay a Freelancer for an Approved Assignments. linkitup reserves the right to change the Platform Fee at any time, and such changes are effective immediately upon their inclusion in the Assignment forms.

13. FUND TRANSFERS

linkitup provides tools that allow users to move funds in U.S. dollars into and out of their linkitup Accounts on the linkitup platform. You hereby authorize linkitup to debit or credit accounts you designate on the linkitup platform. To transfer or receive funds, you may be required to provide a valid routing number and account number with a U.S. depository financial institution that participates in the Automated Clearinghouse (“ACH”) system. linkitup may require a User to establish a funds transfer method prior to posting any Assignment or accepting any Assignment. linkitup may provide additional methods for users to transfer funds through third parties. Any fees charged by the relevant third party for such fund transfers are the sole responsibility of the User, and linkitup is not responsible or liable for such fees or any other fees that users may incur in connection with moving funds into and/or out of their linkitup Accounts.

Solely with respect to the payment of money from Clients to Freelancers, the Freelancer appoints linkitup (or linkitup’s designated affiliate) as its agent to represent Freelancer and act on its behalf. Freelancer acknowledges and agrees that payment of money from a Client to linkitup (or linkitup’s designated affiliate) for delivery to the Freelancer satisfies and discharges such Client’s obligations to such Freelancer to the extent of such payment.

Fund transfers may be subject to the rules and standards of any applicable clearinghouse, payment and/or card networks, associations, or applicable third party service provider, and you agree to comply with all such rules and standards applicable to you in connection with your use of the linkitup platform. Client agrees that it will not cause linkitup to initiate payments on behalf of any non-affiliate of Client under this Agreement unless such non-affiliate is identified in the client account agreement signed by Client. linkitup is not liable for any uncompleted fund transfer resulting from compliance with applicable law, a requirement of a financial institution or third party service provider, or if a financial institution fails to honor any credit or debit to or from any account.

linkitup may condition any User’s ability to transfer funds with through the linkitup platform on such User passing and continue to pass a credentialing process that linkitup may deem necessary. Such credentialing process may require the user to provide information regarding the users name, address, tax identification number (“TIN”), visa or passport details, and other information to allow linkitup to verify the User’s identity. By providing such information and identification document(s), you are consenting to the collection, verification and storage of such identity information and documents which may occur outside of your country of residence. Without limiting the foregoing, Freelancers must provide a valid TIN prior to transferring any funds out of the linkitup platform or Freelancer Account, and Freelancers are not considered the owner of the funds in their Account until such a validated TIN has been received. You represent that you are not, and none of your directors, officers, agents, employees, or affiliates are, currently subject to any U.S. sanctions administered by the Office of Foreign Asset Control of the U.S. Treasury Department (“OFAC”) and are not a citizen or resident of a geographical area subject to U.S. sanctions or embargos, or otherwise ineligible to receive items subject to U.S. export control laws and regulations or other economic sanctions rules. If any circumstances change such that the above representations are inaccurate, you will immediately cease using the linkitup platform and your ability to access the linkitup platform is immediately terminated.

Once linkitup charges or debits a User for any amounts due under these terms, such charge or debit is non-refundable, except to the extent prohibited by applicable law. Except to the extent otherwise authorized by linkitup, users agree not to ask their bank or other funds transfer provider to issue a stop payment or otherwise charge back any amounts charged or transferred pursuant to the terms for any reason. If Client initiates a chargeback in violation of the terms, Client agrees that linkitup may dispute or appeal the chargeback. If a User receives any funds from or through linkitup in error, such User will promptly refund such funds to linkitup upon the earlier of linkitup’s request or User’s discovery of such error. In addition, User authorizes linkitup to offset against amounts due and payable to such User any amounts owing by such User to linkitup or its affiliates, including, without limitation, any funds erroneously received by such User.

14. FUND TRANSFER SUSPENSION

linkitup may restrict your ability to withdraw or add funds to your linkitup Accounts at any time if you breach the terms or the Community Guidelines. Notwithstanding anything to the contrary in the terms, linkitup in its sole discretion may refuse to transfer funds from a User Account if linkitup (a) requires additional information, such as the Freelancer’s tax information, government issued identification, or other proof of identity or address, or (b) deems it necessary in connection with any investigation, applicable law, or suspected fraud.

If Client fails to timely pay any amounts due to a Freelancer or linkitup, then in addition to any remedy available by law or these terms, linkitup may suspend or terminate in whole or part Client’s ability to use the linkitup platform, post additional Assignments, and communicate with Freelancers on the linkitup platform, and linkitup reserves the right to notify Freelancers that Client has not satisfied payment obligations to Freelancers or linkitup in connection with the linkitup platform.

15. MANAGING FUNDS

The linkitup Account is only intended for Freelancers to store funds for short periods of time following receipt of a Client’s payment to the Freelancer prior to Freelancer’s transfer of such funds to Freelancer’s bank account. linkitup encourages Freelancers to promptly transfer funds in the Freelancer’s bank account to Freelancer’s account at a third-party bank account or other financial institution. If a Freelancer retains any funds in Freelancer’s linkitup Account, linkitup reserves the right to automatically transfer such funds to the Freelancer via any established funds transfer method for such Freelancer Account based on the length of time such funds have been in the linkitup Account, the value of funds in the linkitup Account, or any other factor.

16. TAXES AND REPORTING

users are responsible for all applicable taxes in connection with their use of the linkitup platform and as purchasers or sellers of services, including any income tax, VAT, GST, HST, use tax, and any other local, state, municipal, provincial, territorial, foreign or federal tax of any kind (“Taxes”), as well as any governmental reporting obligations related thereto. linkitup is not obligated to determine the applicability of any Taxes or to remit, collect or report any such Taxes. Without limiting the foregoing, linkitup will not withhold any Taxes or similar charges from payments to Freelancers, and Freelancers are responsible for determining whether Freelancer is required to remit any Taxes or similar charges to any taxing authority and for remitting such amounts to such taxing authority.

users who are U.S. citizens or other U.S. persons (as defined in IRS Form W-9) are required to provide a completed IRS Form W-9, to be updated annually, or upon any change in the User’s tax status and/or change in the User’s name or TIN. Other users are required to provide the data necessary to complete the necessary tax reporting forms, to be updated annually, or upon any change in the users’ tax status, and are required to complete IRS Form W-8. users who are U.S. citizens or other U.S. persons will not be able to withdraw funds from their linkitup Account unless there is an IRS Form W-9, which has been validated using the IRS TIN Matching Program, on file with linkitup. Other users will not be able to withdraw funds from their linkitup Account unless there is a validated TIN and unless they have confirmed the successful completion of IRS Form W-8. linkitup may provide the information on users’ IRS Form W-8 or IRS Form W-9 to any Client that paid the User for an Assignment.

At linkitup’s option, linkitup may make services available to Clients to prepare IRS Form 1099-NEC (“1099”) for Assignments and payments made to Freelancers through the linkitup platform. linkitup may charge an additional fee to perform such 1099 preparation services. If Client selects for linkitup to provide such 1099 preparation services, linkitup may prepare such 1099s with Client as the issuer under the Client’s TIN and linkitup as the paying agent for the Client. In certain cases, and solely at linkitup’s discretion, linkitup’s subsidiary Resource Enterprise Services LLC may act as the “Vendor of Record” for Assignments, and 1099s for payments made on the platform may be issued to the Freelancer directly by Resource Enterprise Services LLC or its affiliates, as a courtesy to the Client. 1099s may be distributed to users electronically on the linkitup platform, and such 1099s will be available after its publication in the User’s Account. linkitup may also provide an annual report on the User’s taxable income generated during the most recent calendar tax year on the linkitup platform. Once the 1099 or any other applicable tax form is published in the User’s Account, the User may download it.

17. THIRD PARTY SERVICES

The linkitup platform may include links to third parties that provide various services including, but not limited to, consumer reports, business reports, background checks, insurance, credit scores, and/or drug testing, which a User may, in its sole discretion and at its sole expense, elect to acquire. Such links are provided as a convenience only, and linkitup does not endorse any such third-party services. If you decide to access or use any third-party services, you do so at your own risk, and your use of any third-party services is governed solely by such third-party’s terms and policies. linkitup makes no representation regarding the quality, content, or accuracy of materials or services available through such websites and third parties, and linkitup shall not be responsible in any way for any damage or loss in connection with your use of or reliance on such third parties and sites. Such third party services are intended for use solely by Freelancers and are not available to, and will not be used for or by, Client’s employees.

If linkitup, in its sole discretion, agrees to allow credit card payments for any such third party services and you make payment(s) using a credit card for such third party services, you will submit a credit card authorization in the format designated by linkitup with your initial payment, and linkitup may charge you for any credit card processing fees incurred by linkitup to process transfer(s) made by credit card. If linkitup is requested or is required to return funds via credit card, you will forgo any incurred credit card processing fees already paid to linkitup. For your convenience, linkitup may use this authorization to allow you to charge your card for future services.

If you use any such third party websites or services, you agree to comply with all applicable laws in connection with such websites and services, including the Fair Credit Reporting Act and applicable state and local laws, and you agree to comply with any additional terms of service required by such vendors. linkitup does not require such information with respect to any User, and does not control (and will not be liable for) how a Client may use or disclose such information included in User profiles. linkitup expressly disclaims any liability for the accuracy of any such information or the relevance of any such information in connection with the linkitup platform. You acknowledge and agree that such information is self-reported by the relevant User, may vary significantly from time to time, and depending upon the provider of such information, may or may not be a reliable predictor of a User’s abilities or performance and is done at your sole risk. By using services provided by such third parties, you hereby consent to have your pass or fail status visible on your linkitup profile. linkitup expressly disclaims any and all liability for the release of such information in your User profile, and for any other User’s reliance on such self-reported User information, and you expressly release linkitup for any liability associated with such posting and reliance.

By submitting the background check information, you affirm that all of the information in your application is correct, complete, and applicable to you. You understand that linkitup may review this report and that linkitup retains the right to remove your profile and account from the linkitup platform based on this report subject to any applicable laws. You hereby consent, if the results of your report are “CLEAR”, to the automatic, public release of your report’s results. If the results of your report are “CLEAR” or if you decide to share this report publicly after receiving results that are not “CLEAR”, you understand that the information in this report may factor into other party’s decisions to engage you as a provider. You agree to indemnify and hold harmless linkitup from any loss or liability that may result from your sharing this report publicly.

18. ANTI-CIRCUMVENTION

Unless Client designated the applicable Assignment as “Pay Off Platform”, or otherwise agreed by linkitup, you agree not to arrange for payments for Assignments to be completed outside the linkitup platform. You will not directly or indirectly solicit, recruit or engage as employees or independent contractors any Clients, Freelancers, or other User’s MSP Users, including by using any other electronic platform that seeks to connect independent contractors with companies or individuals looking to engage independent contractors, in a manner to avoid Client paying Platform Fees for Assignments posted on the linkitup platform. For the duration of your Account on the linkitup platform and for a period of two (2) years thereafter (or, if such time period is too long to be enforceable in your jurisdiction, the longest period of time that is enforceable), you will not contact or solicit any User for the purpose of circumventing completing payments for Freelancer Service Assignments outside the linkitup platform.

19. CONFIDENTIAL INFORMATION

Any Confidential Information (defined below) of linkitup which a User obtains, accesses or otherwise receives in connection with use of the linkitup platform will remain the exclusive and confidential property of linkitup or its affiliates or licensors. “Confidential Information” includes all trade secrets, processes, proprietary data and documentation and any pricing and product information, the terms of this Agreement, and any other information that is confidential or proprietary provided by linkitup or a User in connection with these terms or the linkitup platform, but does not include information that (a) the recipient knows prior to its disclosure by the discloser and which is not subject to a separate binding obligation of confidentiality, (b) becomes generally available to the public, except as a result of disclosure by the recipient in violation of the terms or any binding obligation of confidentiality or (c) becomes known to the recipient on a non-confidential basis from a source other than discloser.

The User receiving Confidential Information of linkitup or another (“Receiving User”) will protect the secrecy of the Confidential Information of the party disclosing such Confidential Information (“Disclosing User”) with the same degree of care as it uses to protect its own Confidential Information, but in no event with less than a reasonable degree of care. Further, the Receiving User will not use or disclose the Confidential Information of the Disclosing Party except as expressly permitted herein (with respect to linkitup and/or User Confidential Information) or in the Freelancer Service Agreement (with respect to User Confidential Information only). On Disclosing Party’s written request, Receiving User will promptly destroy or return Disclosing Party’s Confidential Information and any copies thereof.

20. PERMITTED COUNTRIES

The linkitup platform is not intended to be used by Clients located outside of the United States. linkitup makes no representations that the linkitup platform is appropriate or available for use outside of the United States. users that access or use the linkitup platform from outside the United States do so at their own risk and are entirely responsible for compliance with all applicable national, state, and local laws and regulations, including export and import regulations and sanctions programs maintained by OFAC and all applicable privacy laws and regulations.

21. ELECTRONIC COMMUNICATIONS; RECORDS.

You agree and consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, “Electronic Communications”) that linkitup provides in connection with your Account and the linkitup platform. Electronic Communications may include agreements and policies you agreed to (e.g., this Agreement; updates to linkitup agreements or policies; transaction receipts or confirmations; Account statements and history), and any other information related to any other User or your transactions on the linkitup platform, and linkitup will provide Electronic Communications to you by posting them on the linkitup platform or emailing them to you via the email information provided in your Account. You accept Electronic Communications as reasonable and proper notice for the purpose of any and all laws, rules, and regulations, and you agree that such electronic form fully satisfies any requirement that such communications be provided to you in writing or in a form that you may keep. Notwithstanding the foregoing, we reserve the right to use your email address or contact you through other means such as telephone or postal mail, to communicate with you regarding the linkitup platform. linkitup may use users’ name, email and mailing address to provide information about products and services offered by linkitup.

users will create and maintain their own records to document satisfaction of their respective obligations under the Agreement, including their respective payment obligations and compliance with employment laws. linkitup does not serve as users’ record keepers, and users are responsible for retaining copies of all documentation received from or provided to linkitup in connection with your use of the linkitup platform to the extent required by law or User’s internal policies.

22. TERMINATION

linkitup may, in its sole discretion, for any or no reason, and without penalty, suspend or terminate any User Account (or any functionality related thereto) and/or your use of the linkitup platform and may remove and discard all or any part of your Account, user profile, and other information, at any time. You agree that any termination of your access to the linkitup platform or any Account or portion thereof may occur without prior notice, and you agree that linkitup will not be liable to you or any third party for any such termination. linkitup reserves the right to refer any suspected fraudulent, abusive, or illegal activity to appropriate law enforcement authorities. These remedies are in addition to any other remedies linkitup may have under the terms, at law, or in equity. Your only remedy with respect to any dissatisfaction with the linkitup platform, the terms, any linkitup policy or practice, or any User Content or linkitup Content is to terminate your use of the linkitup platform and your Account.

23. INDEMNITY

You agree to indemnify, defend, and hold linkitup, its affiliates, contractors, employees, agents, licensors, partners, successors and assigns harmless from any and all claims, actions, causes of action, suits, losses, damages, liabilities, costs and expenses (including legal fees and expenses) arising out of: (a) your use or misuse of the linkitup platform, including any payment obligations or defaults; (b) User Content developed, provided or otherwise related to your use of the linkitup platform; (c) your or your agents’ violation of these terms; (d) any Freelancer Service Agreement you enter into and Freelancer Services you provide or receive; (e) an Freelancer’s classification and treatment as an independent contractor; (f) any claim of employment discrimination, harassment, termination, or retaliation, and claims for unpaid wages, commissions, expenses, taxes, sick leave, vacation pay, retirement benefits, workers compensation benefits, unemployment benefits, and any other employee benefits; (g) you or your agents’ negligence, willful misconduct or fraud; or (h) you or your agents’ breach of any representation or warranty herein. linkitup reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify linkitup, and you agree to cooperate with linkitup’s defense of these claims. linkitup will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.

24. DISCLAIMER

YOU AGREE THAT USE OF THE LINKITUP PLATFORM IS AT YOUR SOLE RISK. THE LINKITUP PLATFORM IS PROVIDED BY LINKITUP ON AN “AS IS” BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, LINKITUP AND ITS AFFILIATES, PARTNERS, AND LICENSORS, AND FIFTH THIRD BANK, DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. LINKITUP, AND ITS AFFILIATES, PARTNERS AND LICENSORS DO NOT WARRANT THAT THE DATA, FEATURES, FUNCTIONS, OR ANY OTHER INFORMATION OFFERED ON OR THROUGH THE LINKITUP PLATFORM OR ANY USER CONTENT OR LINKITUP CONTENT WILL BE UNINTERRUPTED, ACCURATE, USEFUL, OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS AND DO NOT WARRANT THAT ANY OF THE FOREGOING, IF ENCOUNTERED, WILL BE CORRECTED. LINKITUP, ITS SUPPLIERS, LICENSORS, AFFILIATES, AND PARTNERS, AND FIFTH THIRD BANK, DO NOT WARRANT OR MAKE ANY REPRESENTATIONS ABOUT USER CONTENT OR OTHER INFORMATION AVAILABLE ON THE LINKITUP PLATFORM. CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF YOU RESIDE IN SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS AND LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE EXCLUSIONS OF WARRANTIES CONTAINED IN THESE TERMS APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION WHERE YOU ARE LOCATED.

25. LIMITATION OF LIABILITY

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, UNDER NO CIRCUMSTANCES SHALL LINKITUP OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, PARTNERS, LICENSORS, OR SUPPLIERS, OR FIFTH THIRD BANK, BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, LOST BUSINESS, LOST REVENUES OR LOSS OF ANTICIPATED PROFITS ARISING OUT OF OR RELATING TO THESE TERMS, THE LINKITUP PLATFORM, OR FASTFUNDS, OR THAT RESULT FROM YOUR USE OF OR YOUR INABILITY TO USE THE LINKITUP PLATFORM, EVEN IF LINKITUP OR FIFTH THIRD BANK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, LINKITUP’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL LINKITUP OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, PARTNERS, LICENSORS, SUPPLIERS, OR FIFTH THIRD BANK, BE LIABLE FOR ANY DAMAGES SUFFERED BY YOU IN CONNECTION WITH THE FREELANCER SERVICES OR AS A RESULT OF YOU SHARING OR ALLOWING ACCESS TO YOUR USER CREDENTIALS. IN NO EVENT WILL LINKITUP’S OR ITS AFFILIATES’, CONTRACTORS’, EMPLOYEES’, AGENTS’, PARTNERS’, LICENSORS’ AND SUPPLIERS’, AND FIFTH THIRD BANK’S, TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE LINKITUP PLATFORM (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE), EXCEED THE AMOUNT PAID BY YOU, IF ANY, TO LINKITUP IN CONNECTION WITH YOUR USE OF THE LINKITUP PLATFORM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM OR ONE HUNDRED U.S. DOLLARS ($100 USD), WHICHEVER IS GREATER.

26. RELEASE

YOU HEREBY RELEASE LINKITUP, ITS AFFILIATES, AND ITS RESPECTIVE OFFICERS, DIRECTORS, AGENTS, SUBSIDIARIES, JOINT VENTURES, EMPLOYEES AND SERVICE PROVIDERS FROM ANY AND ALL CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY DISPUTE YOU HAVE WITH ANOTHER USER, WHETHER IT BE AT LAW OR IN EQUITY, THAT EXIST AS OF THE TIME YOU ENTER INTO THIS AGREEMENT. THIS RELEASE INCLUDES, FOR EXAMPLE AND WITHOUT LIMITATION, ANY DISPUTES REGARDING THE PERFORMANCE, FUNCTIONS, AND QUALITY OF THE FREELANCER SERVICES PROVIDED TO CLIENT BY AN FREELANCER, PAYMENTS AND REQUESTS FOR REFUNDS BASED UPON DISPUTES. THIS RELEASE WILL NOT APPLY TO A CLAIM THAT LINKITUP FAILED TO MEET OUR OBLIGATIONS UNDER THE TERMS OF SERVICE. TO THE EXTENT APPLICABLE, YOU HEREBY WAIVE THE PROTECTIONS OF CALIFORNIA CIVIL CODE § 1542 (AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION) WHICH SAYS:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

THE PARTIES ACKNOWLEDGE THAT THIS WAIVER IS AN ESSENTIAL AND MATERIAL TERM OF THIS RELEASE, AND THAT THE PARTIES HAVE READ THIS PROVISION, HAVE BEEN GIVEN THE OPPORTUNITY TO CONSULT WITH COUNSEL, AND INTEND THESE CONSEQUENCES EVEN AS TO CLAIMS UNKNOWN TO THE PARTIES, BUT WHICH MAY EXIST AT THE TIME OF THIS RELEASE. THE PARTIES WAIVE ANY RIGHT TO ASSERT ANY CLAIMS AGAINST THE OTHER PARTY AS A REPRESENTATIVE OR MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION, EXCEPT WHERE SUCH WAIVER IS PROHIBITED BY LAW OR DEEMED BY A COURT OF LAW TO BE AGAINST PUBLIC POLICY. TO THE EXTENT EITHER PARTY IS PERMITTED BY LAW OR COURT OF LAW TO PROCEED WITH A CLASS OR REPRESENTATIVE ACTION AGAINST THE OTHER, THE PARTIES AGREE THAT: (A) THE PREVAILING PARTY SHALL NOT BE ENTITLED TO RECOVER ATTORNEYS’ FEES OR COSTS ASSOCIATED WITH PURSUING THE CLASS OR REPRESENTATIVE ACTION (NOT WITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT); AND (B) THE PARTY WHO INITIATES OR PARTICIPATES AS A MEMBER OF THE CLASS WILL NOT SUBMIT A CLAIM OR OTHERWISE PARTICIPATE IN ANY RECOVERY SECURED THROUGH THE CLASS OR REPRESENTATIVE ACTION.

27. PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT

linkitup follows the Digital Millennium Copyright Act and will respond to any claims of copyright infringement. If you are a copyright owner or their representative and believe that any content on the linkitup platform violates your copyrights, you can send a notification of copyright infringement to this address:

 Attn: linkitup Notice Department                                                                                                                                                                       12120 Shamrock Plaza, Suite 200, Omaha, NE 68116

28. GOVERNING LAW; JURISDICTION

The terms of this agreement will be interpreted and enforced in accordance with the laws of the State of New York, USA, disregarding any conflicting legal provisions. Any disputes between linkitup and any User will be exclusively handled by the state and federal courts of New York, New York. Both parties voluntarily agree to the exclusive jurisdiction of these courts and forfeit any claim that these courts are not a suitable venue for resolving any disputes. Both parties also voluntarily waive their right to a trial by jury.

29. ELECTRONIC SIGNATURES

By using your electronic signature on this Agreement, you acknowledge it to be legally equivalent to a manual signature. By accepting the terms and commitments on the linkitup platform, you agree to be bound by them. Using a mouse, keypad, or any other device to select an option, button, icon, or carry out any other action or transaction related to an Assignment, acknowledgement, consent, disclosure, or condition, constitutes your E-Signature and shows your acceptance of the agreement as if signed in writing. You agree that no third-party verification is required to validate your E-Signature and the lack of such verification will not impact its enforceability or the enforceability of these terms. You acknowledge that for your records, you can retain electronic communications and these terms by printing, downloading, or saving them through the use of your E-Signature. To use this online process and access electronic records, you must have an updated internet browser, local storage capacity, a printer, and a device (such as a computer, smartphone, or tablet) that can connect to the internet and run software to view PDF files.

30. PERSONAL DATA

The linkitup platform may gather personal information about you, such as your name and contact details, as part of its services. By creating an account on linkitup, you acknowledge that other users may see, search, use and repost any personal information that you make public through the platform. Clients must only use the personal information of freelancers obtained through the linkitup platform in accordance with the agreement and relevant laws. The client guarantees that they have collected the personal information in compliance with privacy laws and have obtained necessary consent for its transfer. Upon request, the client will promptly provide linkitup with proof of compliance with these obligations.

31. ENROLLING FREELANCERS.

Before giving a Freelancer’s personal information to linkitup or its partners, the Client must present the Freelancer with the following notice in accordance with the USA Patriot Act and get their approval: ‘NOTICE ON FREELANCER PAYMENT PROCEDURES. To aid in the prevention of terrorism funding and money laundering, federal law requires linkitup to verify and keep records of identifying information from anyone who opens an account with us. This means that when you create an account, we may ask for your name, address, date of birth, social security number, tax ID number, and other identifying information. We may also request to see your driver’s license or other identifying documents.’ This notice may be updated by linkitup from time to time. The Client is responsible for ensuring the Freelancer Personal Information provided to linkitup or its affiliates is accurate and complete.

32. MISCELLANEOUS.
33. Notice. To be valid, any written notices or communications to linkitup under this agreement must be delivered either through personal delivery, overnight courier, or US certified mail with a return receipt requested, to the following address:

 Attn: linkitup Notice Department                                                                                                                                                                       12120 Shamrock Plaza, Suite 200, Omaha, NE 68116

Notices will be deemed received and effective on the day of delivery through overnight service or certified mail.

1. Waiver. linkitup’s failure to enforce or exercise any right or provision in these terms will not be considered as a waiver of that right or provision. Only a written waiver, signed by linkitup, will effectively waive a provision in these terms.
2. Severability. If any provision in these terms or any policies is considered illegal, void, or unenforceable, it will be limited or removed to the smallest extent required, without affecting the validity and enforceability of the remaining provisions. The offending provision will also still be enforceable in other jurisdictions.
3. Assignment. You cannot transfer or assign your rights and licenses under these terms under any circumstances. However, linkitup can assign them without any restrictions, such as through a merger, sale of assets or stock, or change of control. Any attempts by you to assign them in violation of these terms will be considered invalid. These terms will be binding and enforceable for the parties, their respective successors, and any permitted assigns.
4. Survival. Upon the termination of these terms, any provision that is intended to survive based on its nature or explicit terms will continue to remain in effect.
5. Headings; Interpretations. The headings in this agreement are for convenience only and do not form a part of the terms. They will not limit or affect any of the provisions. When the words “including,” “include,” or “includes” are used in the terms, they are assumed to be followed by “without limitation.” The word “will” has the same meaning and effect as “shall.”
6. No Agency. The agreement between you and linkitup is that of independent contractors and does not establish an agency, partnership, joint venture, employer-employee, or franchiser-franchisee relationship. The terms contained in this agreement must not be interpreted or construed in a manner that creates any such relationship, either explicitly or implicitly.
7. No Third-Party Beneficiaries. These terms do not, unless stated otherwise, establish any third-party beneficiaries.
8. Entire Agreement. This agreement is the complete understanding between you and linkitup regarding the subject matter. It replaces any prior agreements or arrangements related to linkitup services. If there’s a conflict between the terms of this agreement and those in a Client Services Agreement, the latter will take precedence. The terms of this agreement can only be changed through written mutual agreement or by an amendment made by linkitup as outlined in these terms.