Caring Transitions St Louis | Linking Terms and Conditions

LINKING AGREEMENT

This is an Agreement between Value Added Senior Services, LLC, a Missouri, USA Limited Liability Company ("Caring Transitions” aka “Caring Transitions St. Louis"), and "Linking Party" as set forth in the Registration Page above, the individual or entity who agrees and accepts the following terms and conditions of this Agreement.

1. DEFINITIONS

a. "Linking Party" means the responsible party of the website linking to Caring Transitions St. Louis at the URL designated by Homepage URL in the Registration Information form above.

b. "Registration Page" means the webpage on which the Linking Party entered the identifiable information required by Caring Transitions St. Louis to complete this Linking Agreement, which page and the information contained therein is incorporated herein by reference.

c. "Caring Transitions St. Louis Website" means the website of Caring Transitions St. Louis currently located at http://www.ctstlouis.com.

2. LICENSE GRANT AND RESTRICTIONS
Caring Transitions St. Louis hereby grants to Linking Party a nonexclusive, nontransferable, royalty-free, personal right to link to certain URL's as provided by Caring Transitions St. Louis only on computer servers located in the United States solely for the purpose of linking to selected URL's. Viewing the contents of Caring Transitions St. Louis's Website while it is framed by information from another site ("Framing") is strictly prohibited. All rights not expressly granted herein are reserved by Caring Transitions St. Louis The license granted herein is personal to Linking Party, and such Linking Party shall not assign, transfer, or sublicense this Agreement (or any right granted herein) in any manner without the prior written consent of Caring Transitions St. Louis

3. OWNERSHIP, IDENTIFICATION & USE
Linking Party acknowledges that Caring Transitions St. Louis retains all right, title, and interest in and to the "Caring Transitions St. Louis" servicemark and all associated goodwill. Linking Party represents and warrants that it will use the Caring Transitions St. Louis Materials solely as provided in this Agreement, and will not use the Caring Transitions St. Louis Materials in any manner that will diminish or otherwise damage Caring Transitions St. Louis's goodwill in the Caring Transitions St. Louis Materials. Linking Party agrees that all use of the Caring Transitions St. Louis Materials will inure to the benefit of Caring Transitions St. Louis Linking Party shall promptly notify Caring Transitions St. Louis of any suspected infringement of or challenge to the Caring Transitions St. Louis Materials. Caring Transitions St. Louis shall have the sole right to, and in its sole discretion may commence, prosecute, or defend, and control any action concerning the Caring Transitions St. Louis Materials.

As between Caring Transitions St. Louis and Linking Party, all right, title and interest in and to all servicemarks, copyrights, design, look and feel, including without limitation the "Caring Transitions”,”Caring Transitions St. Louis" servicemark, content, graphics and other materials of any type appearing on or in the Caring Transitions St. Louis Website and all technology related thereto (the "Caring Transitions St. Louis Materials") are owned by Caring Transitions St. Louis.

4. QUALITY CONTROL
Linking Party agrees to maintain the quality of the Linking Party Website such that its content and activities conducted on such website remain current, in good taste, compliant with all applicable laws, rules and regulations and appropriate for users of the Caring Transitions St. Louis Website. Linking Party will not violate or infringe any right of any third party in connection with the operation of the Linking Party Website.

5. UPDATES AND CONTACT FROM CARING TRANSITIONS ST. LOUIS
From time to time, Caring Transitions St. Louis may modify, update or otherwise change URL's and/or the content and the way it is displayed on its website without prior notice to Linking Party. Caring Transitions St. Louis may contact Linking Party from time to time via email or other means for the purpose of providing relevant information about linking to Caring Transitions St. Louis or this Agreement.

6. INDEMNIFICATION FROM LINKING PARTY
Linking Party agrees to indemnify, defend (at Caring Transitions St. Louis's option) and hold Caring Transitions St. Louis and its affiliates, and their respective officers, directors, agents and employees, harmless from and against any and all liability, damages, losses, expenses (including attorneys' fees and expenses and allocable costs of in-house counsel), claims, demands, suits, fines or judgments, and costs and expenses incidental thereto, which may be suffered by, accrued against, charged to or recoverable from Caring Transitions St. Louis or any of its affiliates, or any of their respective officers, directors, agents or employees, arising out of or resulting from: (i) a claim that the Linking Party Website, or any other materials (tangible or intangible) provided by Linking Party to Caring Transitions St. Louis hereunder or any portion or use thereof, infringes or misappropriates any patent, copyright, trade secret, trademark or other proprietary right; or (ii) claims regarding the performance, nonperformance, or defect in performance of the Linking Party Website or items found on or through such website, or any statement, misstatement, representation or misrepresentation made by Linking Party.

7. LIMITATION OF LIABILITY
IN NO EVENT WILL CARING TRANSITIONS ST. LOUIS BE LIABLE FOR ANY INDIRECT DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE THE CARING TRANSITIONS ST. LOUIS WEBSITE WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT CARING TRANSITIONS ST. LOUIS IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CARING TRANSITIONS ST. LOUIS WILL BE LIABLE TO LINKING PARTY ONLY FOR ACTUAL DIRECT DAMAGES UP TO US $250.00.

8. DISCLAIMER OF WARRANTY
CARING TRANSITIONS ST. LOUIS WEBSITE AND CARING TRANSITIONS ST. LOUIS MATERIALS ARE PROVIDED ON AN 'AS IS' BASIS WITHOUT ANY WARRANTIES OF ANY KIND. CARING TRANSITIONS ST. LOUIS, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY (I) OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES' RIGHTS, OR FITNESS FOR PARTICULAR PURPOSE OR (II) ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE. CARING TRANSITIONS ST. LOUIS MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, CURRENTNESS OR TIMELINESS OF THE CONTENT, SERVICES, TEXT, GRAPHICS, LINKS, OR COMMUNICATIONS PROVIDED ON OR THROUGH USE OF THE CARING TRANSITIONS ST. LOUIS WEBSITE OR CARING TRANSITIONS ST. LOUIS

9. TERM AND TERMINATION
a. This Agreement shall be effective until terminated in accordance with this Section 9. Subject to Section 9(b) below, Caring Transitions St. Louis may terminate this Agreement immediately upon written notice if the other party has failed to perform or abide by any of its obligations under this Agreement unless such default or breach has been cured within fifteen (15) days after receipt of such notice. Either party may terminate this Agreement for any reason upon fifteen (15) days written notice to the other party as set forth in Section 10 below.

b. Caring Transitions St. Louis may, in its absolute discretion, immediately terminate this Agreement if it determines that Linking Party or Linking Party's Website would or would tend to: (i) violate or infringe the copyright, trademark, servicemark or other rights of third parties, or any other law, court order, governmental regulation or other ruling of any governmental agency or entity; (ii) subject Caring Transitions St. Louis to any liability; or (iii) jeopardize Caring Transitions St. Louis's ability to protect its rights or its property in the manner it deems appropriate.

c. In the event this Agreement terminates, Linking Party must immediately cease all use thereof and cease all linking to the Caring Transitions St. Louis Website. The provisions of Sections 3, 5, 6, 7, 8(c), 9 and 10 shall survive any expiration or termination of this Agreement.

10. NOTICES
All notices in connection with this Agreement shall be addressed as stated below and shall be deemed given on the day they are: (i) deposited in the U.S.A. mails, postage prepaid, certified or registered, return receipt requested; or (ii) sent by air express courier, charges prepaid or (iii) via email.

Caring Transitions St. Louis email: info@ctstlouis.com.

Value Added Senior Services, LLC
2850 Lawndell
St Louis, MO. 63144
Attn: Caring Transitions St. Louis Office of Privacy

Linking Party: Information listed in the Registration Page.

11. GENERAL
a. Entire Agreement. This Agreement contains the entire agreement of the parties with respect to the subject matter hereof, and shall supersede and merge all prior and contemporaneous communications. Caring Transitions St. Louis reserves the right to modify the terms and conditions of this Agreement in its sole discretion at any time by posting a revised version or by otherwise making such revised terms available for review to Linking Party. Any such modifications will supersede all prior versions after the revised version has been posted or otherwise made available as described above. The continued Linking to the Caring Transitions St. Louis Website after posting or availability constitutes Linking Party's agreement to the revision, and Caring Transitions St. Louis shall not be obligated to provide a notice under Section 10 for such revision to be effective.

b. Governing Law. This Agreement will be governed by the laws of the State of Missouri, excluding its conflict of laws provisions. The parties agree that the exclusive jurisdiction and venue for any action relating to this Agreement will be a federal or state court sitting in St Louis, Missouri, and the parties hereby consent to such jurisdiction and venue.

c. No Entitlement. Linking Party is not entitled to share in and has no claim to any subscription, advertising or other revenues Caring Transitions St. Louis may realize in connection with the Caring Transitions St. Louis Website.

d. Equitable Relief. Linking Party acknowledges that a breach by it of this Agreement may cause Caring Transitions St. Louis irreparable damage that cannot be remedied in monetary damages in an action of law. In the event of any breach that could cause irreparable harm to Caring Transitions St. Louis, or cause some impairment or dilution of its reputation, Caring Transitions St. Louis shall be entitled to an immediate injunction, in addition to any other legal or equitable remedies.

e. Miscellaneous. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither this Agreement, nor any terms and conditions contained herein, shall be construed as creating a partnership, joint venture or agency relationship or as granting a franchise. If either party employs attorneys to enforce any rights arising out of or related to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees, costs, and other expenses.