Terms of Service govern your access to and use of LiveApp’s website (the "Site"), any information, text, graphics, or other materials created and/or provided by LiveApp and appearing on the Site (the "Content"), Files (as defined below) and any services and/or software provided through the Site or by LiveApp (the "Services"). These Terms of Service limit LiveApp’s liability and obligations to you, grant LiveApp certain rights and allow LiveApp to change, suspend or terminate your access to and use of the Site, Content, Files and Services. Your access to and use of the Site, Content, Files and/or Services are expressly conditioned on your compliance with these Terms of Service. By accessing or using the Site, Content, Files and/or Services you agree to be bound by these Terms of Service.
YOU UNDERSTAND THAT BY PURCHASING A LIVEAPP SOFTWARE LICENSE, BY USING THE SITE, CONTENT, FILES AND/OR SERVICES OR YOUR ACCOUNT YOU ARE AGREEING TO BE BOUND BY THESE TERMS OF SERVICE. IF YOU DO NOT ACCEPT THESE TERMS OF SERVICE IN THEIR ENTIRETY, YOU MAY NOT ACCESS OR USE THE SITE, CONTENT, FILES OR SERVICES. IF YOU AGREE TO THESE TERMS OF SERVICE ON BEHALF OF A BUSINESS, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT BUSINESS TO THESE TERMS OF SERVICE AND YOUR AGREEMENT TO THESE TERMS WILL BE TREATED AS THE AGREEMENT OF THE BUSINESS. IN THAT EVENT, "YOU” AND "YOUR" WILL REFER AND APPLY TO THAT BUSINESS.
Consent to Access Your Files
BY UTILIZING THE SITE, CONTENT, FILES AND/OR SERVICES; YOU CONSENT TO ALLOW LiveApp TO ACCESS YOUR COMPUTER TO ACCESS ANY FILES THAT ARE PLACED IN THE LiveApp PORTAL, AND/OR ANY OTHER FOLDER WHICH YOU CHOOSE TO LINK TO LiveApp. BY PLACING FILES IN YOUR PORTAL, YOU CONSENT TO SHARE ACCESS TO THE CONTENT OF THOSE FOLDERS WITH OTHER LiveApp USERS AND/OR THE PUBLIC.
Files and Folders
"Your Files" or "User Files" (collectively, the "Files") as used in this Agreement means the information contained in the files that you or other users upload, download and access through the Site and Services. You are the owner of Your Files and are solely responsible for your conduct and the content of Your Files. The services allow you to share some or all of Your Files. If you choose to, you can share all or some of Your Files with the general public. When you decide to share Your Files, you are giving certain legal rights, as explained below, to those individuals who you have given access to your content. LiveApp does not claim any ownership rights in Your Files or content. You acknowledge that LiveApp does not have any obligation to monitor the Files that are uploaded, posted, submitted, linked to or otherwise transmitted using the Site or Services, for any purpose and, as a result, LiveApp is not responsible for the accuracy, completeness, appropriateness, legality or applicability of the Files or anything said, depicted or written, including without limitation, any information obtained by using the Site or Services. LiveApp does not endorse anything contained in the Files or any opinion, recommendation or advice expressed therein and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against LiveApp with respect thereto.
While you own the content contained in Your Files, files placed in your portal and published are automatically available to the general public. By placing Your Files in your Portal, you hereby grant all other LiveApp users and the public a non-exclusive, non-commercial, worldwide, royalty-free, sub licensable, perpetual and irrevocable right and license to use and exploit Your Files. In other words, a file in your Portal can be used by anyone, for any purpose except commercial use. If you do not want other people to be able to use Your Files in this manner, then simply do not place Your Files in your Portal. By placing Your Files in your portal, you agree and acknowledge that LiveApp has no responsibility or obligation to monitor or notify of you of any non-compliance related to the license you have granted and that LiveApp has no responsibility to enforce or police, or aid you in enforcing or policing, the terms of that license.
You represent and warrant that you own or have the necessary licenses, rights, consents and permissions to grant the licenses that your portal requires, as described above. Please note that moving all or portions of Your Files from the Portal does not revoke the license granted to those individuals who previously accessed those files. You may not modify, rent, lease, loan, sell, distribute or create derivative works based on the content(s) (either in whole or in part) of another user's portal unless you have been specifically told that you may do so by the rightful owner of that File, in a separate agreement. You acknowledge and agree that you should not rely on the Site, Content, Files and Services for any reason. You further acknowledge and agree that you are solely responsible for maintaining and protecting all data and information that is stored, retrieved or otherwise processed by the Site, Content, Files or Services. Without limiting the foregoing, you will be responsible for all costs and expenses that you or others may incur with respect to backing up, and restoring and/or recreating any data and information that is lost or corrupted as a result of your use of the Site, Content, Files and/or Services.
Account SecurityYou are responsible for safeguarding the password that you use to access the Site, Content, Files and Services. You agree not to disclose your password to any third party. You agree to take sole responsibility for any activities or actions under your password, whether or not you have authorized such activities or actions. You will immediately notify LiveApp of any unauthorized use of your password. You acknowledge that if you wish to protect your transmission of data and/or files to LiveApp, it is your responsibility to use a secure encrypted connection to communicate with and/or utilize the Site, Files and Services.
Your Use of the ServicesLiveApp grants you a limited, nonexclusive, nontransferable, revocable license to use the Site, Content, Files and Services subject to the restrictions set forth in these Terms of Service. LiveApp Property and Feedback All right, title, and interest in and to the Site, Content, and Services are and will remain the exclusive property of LiveApp and its licensors, including all Intellectual Property Rights (as defined below) therein, even if LiveApp incorporates any of your Feedback (as defined below) into subsequent versions. The Site, Content, and Services are protected by copyright, trademark, and other laws of both the United States and foreign countries. Except as expressly permitted in these Terms of Service, you may not reproduce, modify or prepare derivative works based upon, distribute, sell, transfer, publicly display, publicly perform, transmit, or otherwise use the Site, Content, or Services. You may not copy or modify the HTML or other code used to generate web pages on the Site. All feedback, comments, and suggestions for improvements (the "Feedback") that you provide to LiveApp, in any form, and any contributions you make to the Site by posting content will be the sole and exclusive property of LiveApp. You hereby irrevocably transfer and assign to LiveApp and agree to irrevocably assign and transfer to LiveApp all of your right, title, and interest in and to all of your Feedback and User Posts, including all worldwide patent rights (including patent applications and disclosures), copyright rights, trade secret rights, and other intellectual property rights (collectively, the "Intellectual Property Rights") therein. At LiveApp's request and expense, you will execute documents and take such further acts as LiveApp may reasonably request to assist LiveApp in acquiring, perfecting and maintaining its Intellectual Property Rights and other legal protections for your Feedback. You will not earn or acquire any rights or licenses in the Site, Content, and Services or in any LiveApp Intellectual Property Rights on account of these Terms of Service or your performance under these Terms of Service.
You agree not to do any of the following while using the Site, Content, Files or Services:
LiveApp will have the right to investigate and prosecute violations of any of the above, including intellectual property rights infringement and Site security issues, to the fullest extent of the law. LiveApp may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms of Service. You acknowledge that LiveApp has no obligation to monitor any user's access to or use of the Site, Content, Files and Services, but has the right to do so for the purpose of operating the Site and the Services, to ensure users' compliance with these Terms of Service, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body.
Digital Millennium Copyright Act Compliance
You will only upload, post, submit or otherwise transmit data and/or files: (i) that you have the lawful right to use, copy, distribute, transmit, or display; or (ii) that does not infringe the intellectual property rights or violate the privacy rights of any third party (including, without limitation, copyright, trademark, patent, trade secret, or other intellectual property right, or moral right or right of publicity). LiveApp has adopted and implemented a policy that permits the deletion of files that violate this policy, and that permits the termination in appropriate circumstances of the accounts of users who repeatedly infringe or are believed to be or are charged with repeatedly infringing the rights of copyright holders.
Respecting Copyright When Using Your PortalBy using the Portal you represent that files placed in the folder do not violate LiveApp's Terms of Service and that you own all copyrights to them or have been given permission by the copyright owner to share them. If you have any doubts about whether you have the legal right to share certain files, you should not share them.
The Site may contain links to third-party websites or resources. You acknowledge and agree that LiveApp is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by LiveApp of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.
If you violate any of these Terms of Service, your permission to use the Site, Content, Files and Services will automatically terminate. LiveApp reserves the right to revoke your access to and use of the Site, Content, Files and Services at any time, with or without cause, and with or without notice. LiveApp also reserves the right to cease providing or to change the Site, Content, Files or Services at any time and without notice.
Use of the Site at Your Own RiskYour access to and use of the Site, Content, Files and Services and is at your own risk. LiveApp will have no responsibility for any harm to your computer system, loss or corruption of data, or other harm that results from your access to or use of the Site, Content, Files or Services.
LiveApp is Available "AS-IS"
THE SITE, CONTENT, FILES AND SERVICES ARE PROVIDED "AS IS", WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, LiveApp EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. YOU ACKNOWLEDGE THAT USE OF THE SITE, CONTENT, FILE AND SERVICES MAY RESULT IN UNEXPECTED RESULTS, LOSS OR CORRUPTION OF DATA OR COMMUNICATIONS, PROJECT DELAYS, OTHER UNPREDICTABLE DAMAGE OR LOSS, OR EXPOSURE OF YOUR DATA OR YOUR FILES TO UNINTENDED THIRD PARTIES.
LiveApp MAKES NO WARRANTY THAT THE SITE, CONTENT, FILES OR SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. LiveApp MAKES NO WARRANTY REGARDING THE QUALITY OF ANY PRODUCTS, SERVICES, OR INFORMATION PURCHASED OR OBTAINED THROUGH THE SITE, CONTENT, OR SERVICES, OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SITE, CONTENT, FILES OR SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM LiveApp OR THROUGH THE SITE, CONTENT, FILES OR SERVICES, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
You agree to defend, indemnify, and hold LiveApp, its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses and expenses, including, without limitation, reasonable attorneys' fees and costs, arising out of or in any way connected with: (i) your access to or use of the Site, Content, Files and Services; (ii) your violation of this Agreement; (iii) your violation of any third party right, including without limitation any intellectual property right, including but not limited to right of attribution, publicity, confidentiality, property or privacy right; or (iv) any claim that Your Files, or your use of Files, caused damage to a third party, including without limitation claims that Your Files, or use of Files, infringe the rights of another.
Limitation of Liability
IN NO EVENT WILL LiveApp BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, DIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR FROM YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE SITE, CONTENT, FILES AND/OR SERVICES, OR FOR ANY ERROR OR DEFECT IN THE SITE, CONTENT, FILES OR SERVICES, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, OR ANY OTHER LEGAL THEORY, WHETHER OR NOT LiveApp HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. YOU SPECIFICALLY ACKNOWLEDGE THAT LiveApp IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. FURTHER, Silicon W WILL HAVE NO LIABILITY TO YOU OR TO ANY THIRD PARTY FOR ANY THIRD PARTY CONTENT UPLOADED ONTO OR DOWNLOADED FROM THE SITE OR THROUGH THE SERVICES AND/OR THE FILES, OR IF YOUR DATA IS LOST, CORRUPTED OR EXPOSED TO UNINTENDED THIRD PARTIES.
YOU AGREE THAT THE AGGREGATE LIABILITY OF LiveApp TO YOU FOR ANY AND ALL CLAIMS ARISING FROM THE USE OF THE SITE, CONTENT, FILES AND/OR SERVICES IS LIMITED TO LOWER OF THE AMOUNTS YOU HAVE PAID TO LiveApp FOR A SIX MONTH PERIOD PRIOR TO SUCH CLAIM, FOR ACCESS TO AND USE OF THE SITE, CONTENT, FILES OR SERVICES, OR ONE-HUNDRED ($100) DOLLARS. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN LiveApp AND YOU.
In the event that any provision of these Terms of Service is held to be invalid or unenforceable, the remaining provisions of these Terms of Service will remain in full force and effect.
The failure of LiveApp to enforce any right or provision of these Terms of Service will not be deemed a waiver of such right or provision.
Controlling Law and Jurisdiction
These Terms of Service and any action related thereto will be governed by the laws of the Province of Ontario without regard to its conflict of law provisions. The exclusive jurisdiction and venue of any action with respect to the subject matter of these Terms of Service will be the provincial and federal courts located in Toronto, Ontario , and each of the parties hereto waives any objection to jurisdiction and venue in such courts.
The export and re-export of LiveApp software products are controlled by the United States Export Administration Regulations and such software may not be exported or re-exported to Cuba; Iran; North Korea; Sudan; or Syria or any country that is subject to an embargo by the United States. If you are a resident or national of, or a business located in, any of those countries, you may not download or use the LiveApp software products. In addition; LiveApp software may not be distributed to persons on the Table of Denial Orders; the Entity List; or the List of Specially Designated Nationals.
These Terms of Service are the entire and exclusive agreement between LiveApp and you regarding the Site, Content, Services and Your Files, and these Terms of Service supersede and replace any prior agreements between LiveApp and you regarding the Site, Content, Services and Your Files.
Pricing Terms and Conditions
If any fee is not paid in a timely manner, or LiveApp is unable to process your transaction using the account information provided, LiveApp reserves the right to revoke access to your account. If you do not bring your balance current within five (5) days of LiveApp providing you with information that your account is in arrears, LiveApp reserves the right to use our discretion to delete some or all of your files and to redirect your account as LiveApp sees fit. The fees are billed from the date you sign up for the service and on each monthly renewal thereafter unless and until you cancel your account.Contact firstname.lastname@example.org to inquire or change your account status. LiveApp will automatically bill your credit card or other payment system each month or year on the calendar day corresponding to the commencement of your account. In the event your account began on a day not contained in a given month or year, LiveApp will bill your credit card on the last day of such month or year. For example, if your account began on January 31st, February 28th is the next time your credit card would be billed. You acknowledge that the amount billed each month or year may vary for reasons that include, differing amounts due to promotional offers, differing amounts due to changes in your account, or changes in the amount of applicable sales tax, and you authorize LiveApp to charge your credit card for such varying amounts. LiveApp may also periodically authorize your credit card in anticipation of account or related charges. All fees and charges are non-refundable and there are no refunds or credits for partially used periods or for any sign up fee(s).
LiveApp may change the fees and charges in effect, or add new fees and charges from time to time, but will provide you with advance notice of these changes by email. If you wish to use a different credit card or if there is a change in your credit card validity or expiration date, you may edit your information by accessing your "Account" page. If your credit card reaches its expiration date, your continued use of the system constitutes your authorization for LiveApp to continue billing that credit card and you remain responsible for any uncollected amounts. It is your responsibility to keep your contact in formation and payment information current and updated.
Cancelling Your Account
Your account will continue to be in effect unless and until you cancel your account or LiveApp terminates it. You must cancel your account before it renews each month in order to avoid billing of the next month's fees to your credit card. Liveapp will bill the monthly fees associated with your account plus any applicable tax to the credit card you provide to LiveApp during registration (or to a different credit card if you change your account information).
Accounts are prepaid and are non-refundable. LiveApp DOES NOT PROVIDE REFUNDS OR CREDITS FOR ANY PARTIAL MONTHS OR THE ONE TIME FEE. You may cancel your account at any time, and cancellation will be effective immediately. If you wish to cancel your account you may do so by contacting email@example.com. Should you elect to cancel your Account, please note that you will not be issued a refund for the most recently (or any previously