Previous version: June 2009
Last updated: 15 October 2009
Starfish Community Group SL, under the brand Linqia ("Linqia") provides you access to its online marketplace at www.linqia.com. ("Marketplace"), which allows Commercial Partners and Social Networks to interact and engage in business development relationships (the "Service") subject to your acceptance of and compliance with these terms of service (the "Terms of Service" or the "Agreement"). If you do not agree to the Terms of Service, please do not use the Service. Each time you use the Service, the current version of the Terms of Service will apply. Accordingly, when you use the Service, you should check the date of the Terms of Service (which appears at the top of this document) and review any changes since the last version. The Terms of Service will be available at all times at http://www.linqia.com/info/terms_of_service. These Terms of Service shall apply to all transactions conducted through the Service. The term of the Agreement will commence on the date you visit the site and will end when terminated by either party in accordance with the terms of the Agreement (the "Term").
In this Terms of Service, (i) "Commercial Partner" means collectively any person or entity who participates in the Service and deposits money into the Marketplace or otherwise creates Opportunities, and (ii) "Social Networks" means collectively any person who participates in the Service and receives communication from any Commercial Partner and the term "key decision maker" with regard to this definition means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an entity, whether through the ownership of voting securities, written voting rights agreement or other influence. iii) "User" means any person, company, bot or spider accessing the Linqia website.
Participating Commercial Partners create and send opportunities ("Opportunities") through the Marketplace located on the Linqia site, which offer Social Networks the chance to receive opportunities from the Commercial Partner. All opportunities must comply with the requirements set forth by the Commercial Partner (herein referred to as the "Requirements") in the message. Each message contains a description of the opportunity, the benefits to the Social Network, the benefits to the Member, start-date and expiry date, the offer and a questionnaire for declined opportunities. The Commercial Partners are solely responsible for the content of their message and for fulfilment on any opportunity accepted by the Social Networks.
While Linqia may assist in reviewing and identifying Social Networks's posts that violate an Opportunity's Requirements and attempt to resolve disputes, Commercial Partners in their sole discretion shall determine whether a particular Social Network is entitled to the set compensation so long as the Commercial Partner observes the requirements of Sections 2.2 of this Agreement. Opportunities which do not comply with the requirements will not be entitled to the compensation associated with such Opportunity.
This Section 2 applies only to Commercial Partners participating in the Marketplace.
Commercial Partner agrees that Linqia is not responsible for any aspect of Commercial Partner's content or product that is being presented to the selected Social Networks. Commercial Partner represents, warrants and covenants that: (i) all information you provide or approve or that is provided on your behalf in connection with the Agreement and on your Website is, and will be updated to remain, current and accurate, (ii) the Website to which any links are included in a listed Opportunity will look substantially the same to all end users regardless of the end users' location, (iii) your Website does not contain any Linqia-owned or licensed content, except pursuant to a separate signed agreement with Linqia. You acknowledge that Linqia’s Social Networks are independent third-parties and not directly controlled by Linqia. Commercial Partner specifically acknowledges and agrees that Linqia has no control over any offering that may be available through any Social Network (or otherwise), and that Commercial Partner is solely responsible (and assumes all liability and risk) for determining whether or not such Social Networks are appropriate or acceptable to you.
Payment will be made to Linqia for opportunities which have been responded whereby the social network states their interest or no interest (accepted or denied opportunities) unless the Social Network has violated the terms of this Agreement as stated in writing.
Commercial Partner agrees to pay Linqia all charges to Commercial Partner’s account for the Service in accordance with these Terms of Service. If Linqia does not receive timely payment or if Commercial Partner exceeds prepayment hereunder: (i) Commercial Partner will incur a debit balance for the value of any unpaid charges incurred under your account, (ii) Commercial Partner agrees to pay all amounts due on your account upon demand, and (iii) Linqia reserves the right to either suspend or terminate an Commercial Partner’s account with Linqia, including deletion of your Opportunities from the Services. Any fees for the Services which are charged to Commercial Partner account and all deposit(s), are non-refundable. Commercial Partner agrees to submit any disputes regarding any charge to your account in writing to Linqia within thirty (30) days of such charge, otherwise such dispute will be waived and such charge will be final and not subject to challenge. In the event Commercial Partner’s account becomes inactive for twelve months any credits which have not been requested to be charged back will be charged to Linqia and Commercial Partner’s balance will become $0. The inactive period will begin upon the completion of a Commercial Partner’s opportunity. If Commercial Partner fails to make payment as set forth herein, Commercial Partner will be responsible for all reasonable expenses (including attorneys' fees) incurred by Linqia in collecting such amounts. All prices are in Euro’s and do not include taxes that may be assessed by any jurisdiction. If withholding taxes or any other taxes are imposed by any jurisdiction on the transactions pursuant to this Agreement, Commercial Partner shall pay such taxes to ensure the payment of full amount invoiced to you without offset or deduction. Commercial Partner agrees to promptly (i) update all information to keep your account and credit card billing current, complete and accurate (such as a change in billing address or e-mail), (ii) notify Linqia in writing if you become aware of a potential breach of security, such as the unauthorized disclosure or use of your user name or password, and (iii) notify Linqia in writing if your credit card is cancelled. Upon termination, suspension or discontinuation of the Service or Commercial Partner’s participation therein, all outstanding payment obligations incurred by Commercial Partner under the Service will become immediately due and payable.
Commercial partner authorizes Pay Pal according to Pay Pals terms & conditions to charge commercial partner's credit card (as provided by you) for any charges relating to your account which you have approved. This clause does not relate to payment for featured commercial partners. Linqia reserves the right to modify, suspend or terminate the required method of payment for use of the Service at any time, although any pending Opportunities will be completed using the method current when you listed the Opportunity. If Linqia modifies the terms of the method of payment as outlined in this Section 2.4, the modifications will be reflected in an updated version of the Agreement posted on the Linqia Website. If you do not consent to such modified terms, you must immediately discontinue use of the Marketplace. Commercial partner's continued enrollment after any modifications constitutes your acceptance of the terms of the method of payment as modified. When you list an Opportunity, and for each Opportunity thereafter, commercial partner authorizes Pay Pal to charge your credit card up to the maximum amount that you specify. Pay Pal will send commercial partner a notification to the e-mail address associated with your account after each pre-authorized transaction to notify you that your account has been replenished and your credit card charged. Such charges should appear on the periodic statement sent to you by the provider of your credit card. You understand that all of your Opportunities may be taken offline if your credit card does not allow additional charges or rejects any charges made to it by Pay Pal unless commercial partner or Linqia discontinues your enrollment or participation in this Payment Plan, you understand that this authorization is valid until the termination of the Agreement or the applicable Master Agreement with Linqia. For your future reference, you agree to retain, either by printing or otherwise saving, a copy of the Agreement, which provides the terms of your pre-authorization.
This Section 3 applies only to Social Networks participating in the Marketplace.
Social Networks in the Linqia Marketplace will have one of the following classifications:
A Social Network that has been entered by a user, but has not been verified to be the property of that user. A user must have a valid email address in order to verify if he/she is the key decision maker of that Social Network.
A Social Network that has been successfully verified by Linqia.
Linqia will not accept certain Social Networks as determined by Linqia in its sole discretion.
Social Network acknowledges and agrees that the obligation to compensate Social Network for Opportunities resides with the Commercial Partner, not Linqia. Linqia merely facilitates such connection on behalf of the Commercial Partners. Social Network waives any and all claims or rights of action against Linqia relating to the failure of a Commercial Partner to compensate Social Network in connection with an Opportunity. In addition, Social Network acknowledges that Social Network is: (i) not an employee of Linqia or Starfish Community Group S.L, (ii) responsible for the payment of all federal, state and local taxes on business received from an Commercial Partner, (iii) responsible for any reporting requirements imposed by the federal, state or local government, and (iv) responsible for compliance with all other applicable laws and regulations.
Other terms and conditionsYou must be eighteen (18) years or older to register as a Commercial Partner or Social Network in the Linqia Marketplace. By registering in the Linqia Marketplace, you are representing and warranting that all information you submit is truthful and accurate, and that you agree to maintain the accuracy of such information. You understand and agree that we will use the information you provide in accordance with the terms of the Linqia Privacy Policy ("Privacy Policy"), which is integrated into and included as part of these Terms of Service. Linqia accounts are not transferable, assignable or resalable under any circumstances.
"Confidential Information" means any information disclosed to an Commercial Partner or Social Network by Linqia, either directly or indirectly, in writing, orally or by inspection of tangible objects, other than information that you can establish: (i) was publicly known and made generally available in the public domain prior to the time of disclosure to you by Linqia; (ii) becomes publicly known and made generally available after disclosure to you by Linqia other than through your action or inaction; or (iii) is in your possession, without confidentiality restrictions, prior to the time of disclosure by Linqia as shown by your files and records. Commercial Partner and/or Social Network shall not at any time (i) disclose, sell, license, transfer or otherwise make available to any person or entity any Confidential Information (except to your employees and agents who have a legitimate need to know such information and are bound in writing by confidentiality and non-use restrictions not less protective than those contained herein), or (ii) use, reproduce or copy any Confidential Information, except as necessary in connection with the purpose for which such Confidential Information is disclosed to you and in accordance with the Agreement. Commercial Partner and/or Social Network agrees to take all measures to protect the secrecy, and avoid disclosure and unauthorized use, of the Confidential Information. Commercial Partner and/or Social Network may disclose Confidential Information if required by law to disclose the Confidential Information, provided that you give Linqia prompt written notice of such requirement prior to such disclosure and assistance in obtaining an order protecting the information from public disclosure, and provided further that any such disclosure is limited to the minimum extent necessary to comply with the legal requirement. All Confidential Information shall remain Linqia's personal property and all documents, electronic media and other tangible items containing or relating to any Confidential Information shall be delivered to Linqia immediately upon Linqia's request, and also, upon termination of the Agreement. Nothing contained in the Agreement will prevent Linqia, its parent and/or affiliates from complying with privacy laws and regulations, and if there is any conflict between the Agreement and the terms of the applicable Linqia Privacy Policy (as posted on or linked from the Linqia Website), the Agreement shall control. Commercial Partner and Social Network may not issue any press release or other public statement regarding the Agreement, Linqia, its parent and/or its affiliates without Linqia's prior written consent.
All participants in the Marketplace should observe these Guidelines:
Pornography or sexually explicit content is not appropriate in the Marketplace.
There will be no harassment, threats, invasion of privacy, predatory behavior, or stalking.
Misleading descriptions, titles, thumbnails, tags, large amounts of repetitive content is not in the spirit of the Marketplace.
Any attempt to utilize automated programs, bots, screen scraping, database calls, human initiated data collection or any other means of gathering data, content or other information for the purpose of reverse engineering our platform for commercial gain is strictly prohibited. Any manipulation of click data, impressions or any other relevant data or metric reported in the Marketplace is strictly prohibited. Linqia will not be liable or responsible for any such actions. The offending party will be immediately removed and banned from the Marketplace and may be liable to third parties.
Linqia reserves the right to modify the Services offered through the Website and/or to offer services different from those offered at the time of the User's registration at any time. Linqia will inform the User of such updates, improvements and/or new services by placing a statement on the Website. These Conditions will apply automatically to any new Services or to any modification of such.
Linqia reserves the right to update or revise these Conditions without prior notice to the User, for legal reasons or due to changes in the Services. The most recent version of these Conditions will always be available on the Website. If these Conditions are changed, the User may cancel the Services at any time if not in agreement with the new Conditions. Continued use of the Services or any part thereof on the part of the User after the entry into effect of new Conditions will signify the User´s acceptance of the same.
Social Networks and Commercial Partners participating in the Marketplace each represent, warrant and covenant that (i) you have sufficient authority to enter into the Agreement; (ii) your use of Linqia's services is solely for lawful commercial and business purposes; (iii) you have the necessary rights to provide all information provided under the Agreement (including all content, data, Opportunities, titles, URLs and descriptions) for use as described in this Agreement, and that all such information and all claims, statements, products and services contained or referenced herein and in the Website or Social Network: (a) do not violate any law, statute, ordinance, treaty or regulation or Linqia policy or guideline; (b) do not infringe any copyright, patent, trademark, trade secret or other intellectual property right of any third party; (c) do not breach any duty toward or rights of any person or entity including rights of publicity or privacy, and have not otherwise resulted in or are not likely to result in any consumer fraud, product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity; (d) are not false, deceptive or misleading; (e) are not defamatory, libelous, slanderous or threatening; (f) will be free of viruses, Trojan horses, trap doors, back doors, Easter eggs, worms, time bombs, cancelbots or other computer programming routines that may potentially damage, interfere with, intercept, or expropriate any system data or personal information; and (g) comply with the applicable Master Agreement (if applicable); and (i) you will not engage or cause others to engage in any form of spamming or improper or malicious, as determined by Linqia, clicking, impression or marketing activities through the Service, and you will comply with all applicable laws including complying with all applicable laws such as the CAN-SPAM Act of 2003.
User acknowledge and agree that Linqia (or Linqia´s licensors) own all legal right, title and interest in and to the Services and the Content, including any intellectual and industrial property rights. User further acknowledge that the Services may contain information which is designated confidential by Linqia and that you shall not disclose such information without Linqia´s prior written consent.
Unless you have agreed otherwise in writing with Linqia, nothing in these Conditions gives you a right to use any of Linqia´s trade names, trade marks, service marks, logos, domain names, and other distinctive brand features. If User has been given an explicit right to use any of these brand features in a separate written agreement with Linqia, then you agree that your use of such features shall be in compliance with that agreement. Unless you have been expressly authorised to do so in writing by Linqia, you agree that in using the Services, you will not use any trade mark, service mark, trade name, logo of any company or organisation in a way that is likely or intended to cause confusion about the owner or authorised user of such marks, names or logos.
It is prohibited to modify, remove, suppress, or in any other way make inconspicuous the copyright, digital fingerprints, watermarks, identification labels, legal notices contained within the Content or other technical protection devices or data identifying Linqia or its licensors rights in the Content, its files or its components.
If you believe that your work has been used in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise infringed, we would very much appreciate it if you could notify Linqia at help@linqia.com or by sending a letter by post to C/ Mayor de Sarria 11, 08017 Barcelona, Spain. We will review all claims of copyright infringement received and remove the Content deemed to have been posted or distributed in breach of any applicable laws. To make a claim, please provide us with the following:
• A description of the copyrighted work that you claim has been infringed;
• Information sufficient to enable Linqia to locate the allegedly infringing Content on the Service;
• Your address, telephone number and email address;
• A statement by you that you have a good faith belief that the use of the Content is not authorized;
• A statement by you that the above information in your notification is accurate and that you are the copyright owner or authorized to act on the copyright owner´s behalf; and
• A signature of the person authorized to act on behalf of the owner of the copyright interest.
Upon receipt of notice as described above, Linqia will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged use from the Services or termination of the posting account.
Social Networks and Commercial Partners participating in the Marketplace each agree to indemnify and hold harmless Linqia, its parent and affiliates and their officers, directors, licensors, partners, licensees, consultants, contractors, agents, attorneys, employees, third party service providers and third parties authorized by Linqia to make your listings, results, and/or Services available in connection with third party Websites, Social Networks, postings, content, applications and/or e-mails ("Third Party Products"), and their respective officers, directors, agents, affiliates, and employees (each, an "Linqia Entity" and collectively, the "Linqia Entities") from any and all claims, liabilities, costs and expenses, including reasonable attorneys' fees (collectively, "Claim(s)"), that actually or allegedly result from your information, use of the Service, any Social Network postings, your Website, or your breach of the Agreement. You agree to be solely responsible for defending any Claim against or suffered by Linqia and/or any Linqia Entity, subject to Linqia and/or the Linqia Entity's right to participate with counsel of its own choosing, and for payment of damages or losses resulting from all claims against Linqia, and/or any Linqia Entity provided that you will not agree to any settlement that imposes any obligation or liability on Linqia and/or an Linqia Entity without Linqia's prior express written consent.
As a consequence of the global nature of the Internet, you agree to comply with all local rules and laws applicable to you in respect of User´s conduct on the Internet and acceptable content. Specifically, User agrees to comply with all applicable laws regarding obscene and indecent content and communications and those regarding the transmission of technical data exported from Spain or the country which you access to the Services from.
Commercial Partner and Social Network expressly agree that the services are available on an “AS IS“ basis, without warranty of any kind, express or implied, and that your use thereof is at your own risk, without limiting the generality of the foregoing, Linqia disclaims to the maximum extent permitted by law any and all warranties, express or implied, including, without limitation, any (i) warranties of merchant ability or fitness for a particular purpose, (ii) warranties against infringement of any third party intellectual property or proprietary rights, (iii) warranties relating to delays, interruptions, errors, or omissions in the service or Linqia Website, or any third party thereof, (iv) warranties relating to the transmission or delivery of the service or the Linqia Website, (v) warranties relating to the accuracy or correctness of data, and any other warranties otherwise relating to performance, nonperformance or other acts or omissions by Linqia. Further, and without limiting the generality of any of the foregoing, there is no warranty that the service or the Linqia Website will meet your needs or requirements or the needs or requirements of any other person. In addition, you acknowledge and agree that Linqia´s warranty does not cover telecommunications or Internet outages caused by third parties or otherwise outside of Linqia´s control. Services may be limited by many factors, including inherent risks of the Internet.
Because some states do not allow the exclusion or limitation of certain categories of damages or implied warranties, the above limitations may not apply to you. In such jurisdictions, Linqia´s liability is limited to the greatest extent permitted by law.
Any liability of Linqia to a commercial partner in connection with this agreement, under any cause of action or theory, shall be strictly limited to twenty-five percent (25%) of the amount paid by commercial partner to Linqia for the services related to the commercial partner´s most recent opportunity (excluding amounts paid by commercial partners to social networks). Linqia shall not be liable to social networks for damages of any kind arising out of social network´s use of the servicecs. Without limiting the foregoing, in no event shall Linqia or any Linqia entity be liable for any indirect, special, incidental, consequential, punitive, or exemplary damages, arising out of, or in connection with, the agreement. Commercial Partner agrees that commercial partner will not hold Linqia responsible for the selection or retention of, or any acts, errors, or omissions by, any third party in connection with the agreement, including with respect to clicks by any third party on commercial partner´s listing(s) of opportunities, regardless of the intent of such third party.
The foregoing limitations apply whether the alleged liability is based on contract, tort, negligence strict liability or any other basis, even if Linqia or any other party has been advised of the possibilty of such damages.
Because some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, Linqia´s liability in such jurisdictions shall be limited to the extent permitted by law.
Except for copyright infringement notices as set forth in section: Copyright, Trademarks, and Proprietary Rights above, any notice from User to Linqia must be addressed to info@linqia.com or by post to Starfish Community Group, S.L. C/ Major de Sarria 11, 2-1 Barcelona, 08017 Spain.
There may be other information regarding the Services that the law requires us to send to the User. User consents to Linqia´s sending this information in electronic form to the e-mail address introduced in the User profile on the Website.
Please ensure your e-mail address is valid and up to date to receive such information. We may also provide required information to the User access to www.linqia.com or another website designated in an email notice or generally designated in advance for this purpose. Notices provided to you via email will be deemed given and received on the transmission date.
These Conditions shall be governed by and construed in accordance with the law of the domicile of Linqia (Barcelona; Spain), without prejudice to the mandatory rules of the courts hearing the matter as well as mandatory consumer protection rules except for any content rights licence, which shall be governed by and construed in accordance with the law of the domicile of Linqia in any case. If the User is not a consumer or even if a consumer then, to the extent permitted by the applicable law, the jurisdiction in respect of any dispute arising out of these Conditions shall be the courts of Barcelona, Spain. In the event that the User is a consumer, in respect of any such dispute, Linqia will submit to the jurisdiction as required by the laws applicable to the consumer.
(i) The Agreement is an electronic contract that sets out the legally binding terms of your use of the Linqia Service. You indicate your acceptance of the Agreement and all of the terms and conditions contained or referenced in this Agreement by clicking on the "I Accept" button in connection with your enrolment. This action creates an electronic signature that has the same legal force and effect as a handwritten signature. By clicking on the "I Accept" button, you accept the Agreement and agree to the terms, conditions and notices contained or referenced herein. When you click on the "I Accept" button during enrolment, you also consent to have the Agreement provided to you in electronic form. (ii) Please print a copy of the Agreement for your records. To retain an electronic copy of the Agreement, you may save it into any word processing program.
User understands and agrees that these Conditions and any notices given pursuant to these Conditions are enforceable in electronic format. The specific set of Conditions relating to each User’s contract for the Services will not be stored individually.
The Conditions constitute the complete agreement between Linqia and the User and supersede any prior oral or written agreement or understanding relating thereto between the User and Linqia.
Should any part of these Conditions be or be found to be invalid, illegal or unenforceable, this shall in no way affect the validity of the remaining parts.
Linqia´s failure to act or enforce any provision in respect to these Conditions or a breach thereof it shall not constitute a waiver of such provision.
Linqia will have the right to assign these Conditions and rights and delegate its duties in connection with a merger, reorganization, or sale of substantially all of its assets. These Conditions will bind successors and permitted assigns.
User shall not assign these Conditions or assign any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without our prior written consent. Any such purported assignment or delegation will be null and void and of no force or effect.
If you have questions, queries or suggestions, or would like to review your personal information stored by us, please contact us. You can reach us by email info@linqia.com or by post to Starfish Community Group, S.L. C/ Major de Sarria 11, 2-1 Barcelona, 08017 Spain.