end user license agreement

Latest revision date: 04/04/2020

The LIV App is licensed, not sold, to you (“you,” and “your”) by LIV, Inc. (“Licensor”). Your license to the LIV App is subject to your acceptance of this LIV App End User License Agreement (“LIV App EULA”) which is a binding agreement between you and Licensor. BY DOWNLOADING, INSTALLING OR OTHERWISE ACCESSING THE LIV APP OR ANY SERVICES PROVIDED IN CONNECTION WITH THE LIV APP, OR CONTINUING USE OF THE LIV APP OR SERVICES AFTER REVISION OR UPDATE, YOU ACKNOWLEDGE, REPRESENT AND WARRANT THAT (I) YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THIS LIV APP EULA, (II) YOU ARE AT LEAST EIGHTEEN (18) YEARS OF AGE AND HAVE THE RIGHT, AUTHORITY, and CAPACITY TO ENTER INTO THIS LIV APP EULA. If you are not Eighteen (18) years of age, or do not agree to the terms of this LIV App EULA, you may not use the LIV App. Licensor expressly reserves all rights in and to the LIV App not expressly granted to you under this LIV App EULA.

1. Scope of license

Licensor grants to you a limited, non-exclusive, revocable, non-sublicensable and non-transferable license to use the LIV App, for your personal, non-commercial use, on any devices that you own or control, in connection with and as permitted by the terms and conditions of this LIV App EULA, as well as the terms and conditions found in the LIV End User License Agreement (the “LIV Services EULA”) available here: liv.tv/terms/eula. In addition to the terms of the LIV Services EULA, including the mandatory arbitration provision contained therein, the terms of this LIV App EULA will govern any content, materials, or services accessible from or purchased within the LIV App as well as upgrades provided by Licensor that replace or supplement the version of the LIV App installed on your device(s), unless such upgrade is accompanied by its own additional or different terms and conditions, in which case such additional or different terms or conditions shall be incorporated into this LIV App EULA and apply going forward. Your continued use of the LIV App following such upgrade shall constitute your acceptance of such additional or different terms and their incorporation into this LIV App EULA. You may not transfer, redistribute, or sublicense the LIV App. You may not copy (except as permitted by this LIV App EULA and the LIV Services EULA), reverse-engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the LIV App (whether or not patentable), any updates, or any part thereof (except as and only to the extent that any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open-sourced components included with the LIV App). You may not remove, alter, or obscure any trademark, copyright, patent or other intellectual property or other proprietary rights notices from the LIV App or any copy thereof. You may not alter, disable, remove, circumvent or otherwise access any copy protection or other security feature, or transmit any advertisements, junk or spam through the LIV App

2. Ownership

  • As between you and Licensor, you will be the owner of any content created by you in the course of your use of the LIV App. Licensor is and shall be the sole owner of the LIV App and its External Services and all components thereof, including proprietary rights of every kind and nature however denominated throughout the world, registered or unregistered, associated with the LIV App or Licensor’s External Services.
  • Licensor will own all suggestions, ideas, enhancement requests, feedback, recommendations, comments, or other information provided by you with respect to the LIV App and Licensor’s External Services and any related intellectual property rights therein (“Feedback”), and you hereby assign to Licensor all right, title, and interest in and to such Feedback.
  • All names, logos, taglines, product and service names, designs, and slogans that appear on or in association with the LIV App or Licensor’s External Services (the “Marks”) are trademarks of Licensor or its affiliates or licensors. You may not use the Marks without the prior written consent of Licensor. All other names, brands, and marks that may appear on or in association with the LIV App or any External Services remain the property of their respective owners and appear for identification purposes only.

3. Privacy; Consent to Use of Data

Any personal information collected by Licensor in connection with your use of the LIV App and/or Licensor’s External Services (defined in Section 4) will be governed by Licensor’s Privacy Policy available here: liv.tv/privacy and you agree to the terms of the Privacy Policy. You agree that Licensor may collect and use technical data and related information—including but not limited to technical information about your device, system and application software, and peripherals—that is gathered periodically to facilitate the provision of software updates, product support, and other services to you (if any) related to the LIV App. You agree that Licensor may use this information, as long as it is in a form that does not personally identify you, to improve its products or to provide services or technologies to you. Further, you grant to Licensor the right to use any information that you provide or upload in the LIV App in accordance with the Privacy Policy.

4. Termination

This LIV App EULA is effective until terminated by you or Licensor. Licensor may terminate this LIV App EULA at any time without notice and reserves the right to cease to support the LIV App in its sole discretion. Your rights under this LIV App EULA will terminate automatically if you fail to comply with any of its terms. Upon termination for any reason, all rights granted to you under this LIV App EULA will also terminate, and you must cease use of the LIV App and all related services. Termination shall not limit Licensor’s rights or remedies at law or in equity.

5. External Services

The LIV App may enable access to Licensor’s and/or third-party services and websites (the "External Services"). You agree to use the External Services at your sole risk. Licensor is not responsible for examining or evaluating the content or accuracy of any third-party External Services, and shall not be liable for any such third-party External Services. You will not use the External Services in any manner that is inconsistent with the terms of this LIV App EULA, the LIV Services EULA, or the terms and conditions of third-party External Services, or that infringes the intellectual property rights of Licensor or any third party. You agree not to use the External Services to harass, abuse, stalk, threaten, or defame any person or entity, and that Licensor is not responsible for any such use by you or by others. External Services may not be available in all languages or in all countries (including the country in which you reside), and may not be appropriate or available for use in any particular location. To the extent you choose to use such External Services, you are solely responsible for compliance with any applicable laws. Licensor reserves the right to change, suspend, remove, disable, or impose access restrictions or limits on any External Services at any time without notice or liability to you.

6. No Warranty

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE LIV APP IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LIV APP AND ANY SERVICES PERFORMED, PROVIDED, ENABLED, OR ACCESSED BY THE LIV APP ARE PROVIDED "AS IS" AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND LICENSOR HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE LIV APP AND ANY SERVICES (INCLUDING EXTERNAL SERVICES), EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF SECURITY, OF ACCESSIBILITY, OF QUIET ENJOYMENT, AND OF NONINFRINGEMENT OF THIRD-PARTY RIGHTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSOR OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE LIV APP OR EXTERNAL SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION.

7. Limitation of Liability

TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL LICENSOR BE LIABLE FOR PERSONAL INJURY, EMOTIONAL DISTRESS, PROPERTY DAMAGE, OR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE LIV APP, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGE, OR IF SUCH LOSS OR DAMAGE WAS FORESEEABLE. IN NO EVENT SHALL LICENSOR’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT OF FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

8. Indemnification

You hereby agree to defend, indemnify, and hold Licensor and its officers, directors, employees, agents and affiliates harmless from and against any damages, losses, liabilities, settlements and expenses (including costs and attorneys’ fees), arising from or in connection with: (i) violation of applicable law(s) and/or regulations) by you, (ii) your use of the LIV App, External Services, or any part thereof, (iii) any violation or alleged violation of your representations under this LIV App EULA or the LIV Services EULA.

9. Export

You may not use or otherwise export or re-export the LIV App except as authorized by United States law and the laws of the jurisdiction in which the LIV App was obtained. In particular, but without limitation, the LIV App may not be exported or re-exported (a) into any U.S.-embargoed countries or (b) to anyone on the U.S. Treasury Department's Specially Designated Nationals List or the U.S. Department of Commerce Denied Persons List or Entity List. By using the LIV App, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use these products for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture, or production of nuclear, missile, or chemical or biological weapons.

10. Applicable Law

Except to the extent expressly provided in the following paragraph, this Agreement and the relationship between you and Apple shall be governed by the laws of the State of California, excluding its conflicts of law provisions.

Specifically excluded from application to this Agreement is that law known as the United Nations Convention on the International Sale of Goods.

11. Dispute Resolution - Arbitration

READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM LIV. For any dispute with Licensor arising from or related to the LIV App, you agree to first contact us at doom@liv.tv and attempt to resolve the dispute with us informally. In the unlikely event that Licensor has not been able to resolve a dispute it has with you after sixty (60) days, you and Licensor agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to this LIV EULA, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at www.jamsadr.com. The arbitration will be conducted in [San Francisco, California, USA], unless you and Licensor agree otherwise. As an individual using the Services for non-commercial purposes: (i) JAMS may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from JAMS; (ii) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney’s fees, and your reasonable costs for expert and other witnesses; and (iii) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this LIV App EULA shall be deemed as preventing Licensor from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of Licensor’s data security, intellectual property rights, or other proprietary rights.

12. Class Action/Jury Trial Waiver

WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE LIV APP OR EXTERNAL SERVICES FOR PERSONAL, COMMERCIAL, OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS YOU AND LICENSOR AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS LIV APP EULA, YOU AND LICENSOR ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.

13. Severability

If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect.

14. Limitation of Time to File Claims

ANY CAUSE OF ACTION, CLAIM OR DISPUTE YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS LIV APP EULA OR THE LIV APP OR SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

15. Entire Agreement

This LIV App EULA together with the LIV Services EULA and the Privacy Policy constitutes the entire agreement between you and Licensor with respect to the LIV App and services and supersedes all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the LIV App and use of the LIV services.

16. Modification/Revision

This LIV App EULA is subject to modification or revision at any time by Licensor in its sole discretion. Any modifications will be posted on the website and/or communicated through the LIV App, as applicable. Your continued use of the LIV App or services after posting of such modifications will constitute your acceptance of the modifications or revisions. The date of the last revision is listed at the end of the LIV Services EULA.