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terms of service

Livly, Inc. (“livly”) works with commercial and multi-family real estate owners and operators to provide certain services to property managers and staff and current and prospective tenants and occupants. Unless explicitly stated otherwise, any new feature or service that augments or enhances the current services, shall be subject to these Terms of Service (“Terms”).

Terms of Service

By using or visiting any websites and applications owned and/or operated by livly, including this mobile application (“App”), and any and all services provided to you by livly (collectively, “Services”), you signify your agreement to (1) these Terms and (2) livly’s Privacy Policy found at https://www.livly.io/privacy-policy. If you do not agree to any of these Terms or the Privacy Policy, please do not use the Services. The term “you” or “User” refers to a user of any livly Services. The term “we” refers to livly.

We reserve the right, in our sole discretion, to change these Terms ("Updated Terms") from time to time. We will provide reasonable advance notice before the Updated Terms become effective. If applicable law requires your affirmative consent, we will require such affirmative consent the next time you access the App or via email. Otherwise, you agree that we may notify you of the Updated Terms by posting them on the Services, and that your use of the Service after the effective date of the Updated Terms (or engaging in such other conduct as we may reasonably specify) constitutes your agreement to the Updated Terms. Therefore, you should review these Terms and any Updated Terms before using the Services. The Updated Terms will be effective upon your affirmative consent (if required by applicable law) or as of the time of posting, or such later date as may be specified in the Updated Terms, and will apply to your use of the Services from that point forward. These Terms will govern any disputes arising before the effective date of the Updated Terms.

Eligibility

You must be 18 years of age or older and reside in the United States to use the Services. You represent and warrant that any profile information you submit is true and accurate and that you are 18 years of age or older, reside in the United States and are fully able and competent to enter into and abide by these Terms. The Services are not intended for those under the age of 18 or for residents of countries other than the United States. You may access and use the livly Services only in the United States. We may restrict access to livly Services from other locations. Use of the Services is void where prohibited. Except as otherwise expressly provided in these Terms or as set forth in an agreement with livly to which these Terms are attached, the Services are for personal, individual, non-commercial use only and you represent and warrant that you are not using the Services on behalf of any third person or entity.

Privacy and your Personal Information

For information about livly’s privacy and data protection practices, please read livly’s Privacy Policy, which is hereby incorporated into these Terms. The Privacy Policy explains how livly treats your personal information when you access the Services. The Privacy Policy may be updated from time to time at our discretion. If applicable law requires your affirmative consent to a change in the Privacy Policy, we will require such affirmative consent the next time you access the App or via email. Otherwise, changes will be effective upon posting to the site.

We do not knowingly collect or solicit personally identifiable information from persons under the age of 18, including children under 13. If you are under the age of 18, please do not attempt to register for the Services or send any personal information about yourself to us. If we learn we have collected personal information from an individual under the age of 18, we will delete that information as quickly as possible. If you believe that a person under the age of 18 may have provided us personal information, please contact us at SUPPORT@LIVLY.IO.

Registration

As a condition to utilizing the Services, you may be required to register an account with livly.  You are responsible for maintaining the confidentiality of your registration. You shall not (i) select or use as your registration a name of another person with the intent to impersonate that person; (ii) use as your registration a name subject to any rights of a person other than you without appropriate authorization; or (iii) use as your registration a name that is otherwise offensive, vulgar or obscene.

You shall be responsible for all uses of your registration, whether or not authorized by you.  You will immediately notify livly in writing of any unauthorized use of your account, or other account-related security breach of which you are aware.  You also agree to: (i) provide true, accurate, current and complete information about yourself as submitted to livly, and (ii) maintain and promptly update your registration information to keep it true, accurate, current and complete.  If you provide any information that is untrue, inaccurate, not current or incomplete, or livly has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, livly has the right to immediately suspend or terminate your account and refuse any and all current or future Services in its sole discretion.

We are not liable for any harm caused or related to the theft or misappropriation of your user name or password due to your failure to take reasonable measures, your disclosure of your user name or password, or your authorization of anyone else to use your user name or password.  If you have reason to believe that your account with us is no longer secure, you must promptly change your password and immediately notify us of the problem by contacting us at SUPPORT@LIVLY.IO.

Communication Preferences

By creating an account, you agree to receive certain communications in connection with the Services. For example, you might receive comments, notifications, promotions, events and/or features from your property manager or staff and/or livly.  When you access and/or use the Services, you are communicating with us electronically, and you consent to receive communications from us electronically. Livly will communicate with you by e-mail, via chat features in the Services, and/or by posting notices on the Services. You acknowledge and agree that all agreements, notices, disclosures and/or other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

Text Messages.

Through the Services, you may choose to opt-in to receive text notifications from livly.  By providing your mobile number through the Services, you acknowledge that you consent to receive mobile text alerts from livly.  The number of text notifications you receive will be dependent on activity under your account, such as how many packages you may receive and/or alerts you have signed up to receive through the Services. You understand that you do not have to sign up for the text message program that we offer. You further understand that we will send such text messages using automated technology. If you believe the message reached you in error, please contact us at SUPPORT@LIVLY.IO.

Alert Management. You can manage all of your notifications within the Services. You may cancel text messages by changing the settings in the Services and/or by texting STOP to any message you received from us.

Message Charges.

Livly is not charging you to receive such text messages. However, standard message and data rates do apply for the text messages sent through your third party service provider/carrier. Please check your ‘SMS’ rate plan that you set up with your third party service provider/carrier.

Livly Service Delivery

In providing the Services you request through an order (“Order”), Services may be fulfilled by service providers (“Service Providers”). Service Providers may be comprised of livly personnel (each a “livly Runner”), property staff such as maintenance engineers, door staff or other personnel of the building, or third parties. Services that utilize livly are only available during the times set forth in the App.

Authorized Entry

With livly Services, you can have standard to-door delivery to your unit (“Unit”) or you can enable authorized entry and delivery in-home at your Unit at eligible addresses (“Authorized Entry”).  If you enable Authorized Entry, you are authorizing the applicable Service Provider(s) to access your Unit, for the purposes of providing the Services.  With Authorized Entry, you are confirming that you have the right to authorize livly and the applicable Service Provider(s) to access your Unit.  In the case of multiple individuals or lessees on a single lease, you acknowledge and agree that consent or permission for the applicable Service Provider(s) to enter the premises from you or another lessee is deemed permission for the applicable Service Provider(s) to enter the premises from all lessees. If at any point you want to opt out of Authorized Entry, you may do so within the Services or through emailing services@livly.io.

A detailed listing of the rules and responsibilities governing Authorized Entry are found within the App. All Service Providers are expected to adhere to all of these rules and responsibilities.

Should the size and/or weight of an Order being delivered make it impractical for the Service Provider to deliver the package without entering your Unit or should an Order to be picked up be placed in a manner that makes it impractical for the Service Provider to pick up the package without entering your Unit, the Service Provider may in his/her sole discretion, enter your Unit no more than five paces to complete the delivery or pickup.

If the applicable Service Provider(s) is unable for any reason to fulfill an Order via Authorized Entry, you will receive a notification of the attempt and have the ability to reschedule the delivery/pickup.

If the applicable Service Provider(s) feels their safety or the safety of any other person or pet is at risk, the applicable Service Provider(s) may choose to refuse to provide the designated Service. You agree not to hold livly or the applicable Service Provider(s) liable for any pet that escapes your Unit or is otherwise harmed during the delivery/pickup.

Authorized Entry is also extended to third parties who perform any Services for you. Third parties are expected to adhere to all aforementioned rules for Authorized Entry.

For any Services provided by any Service Provider(s), if Authorized Entry is not enabled, either at the time of a request or at the time of appointment, by requesting the Services, you agree that you are enabling Authorized Entry for as long as it is necessary to perform the requested Services. If Authorized Entry is enabled, you agree livly and/or the Service Provider(s) are authorized to be in the Unit for as long as it is necessary to perform the requested Services. A livly Runner may be responsible for providing Unit access to other Service Providers.

Disclaimers.  Livly has no responsibility or liability for the following: third party accounts, applications, products or services; applications, products or software designated for use with the Services that livly does not manufacture or develop; any guests or service providers to whom you provide authorization to operate your lock. LIVLY SHALL IN NO EVENT BE RESPONSIBLE OR LIABLE FOR DAMAGE TO YOUR ORDERS, YOUR PROPERTY OR YOUR HOME AS A RESULT OF BLOCKED ACCESS, DANGEROUS CONDITIONS, CONCEALED / HIDDEN / OBSCURE OBJECTS /CONDITIONS, OR ANY OTHER CONDITION OR ACTION ON YOUR PART WHICH CAUSES SUCH DAMAGE.

Services

A list of the Services provided by livly can be found within the App.

With regard to Services provided, livly disclaims any representations or warranties per the section entitled Disclaimer of Representations or Warranties. Further, you acknowledge and agree that livly may use third party service providers to perform any of the Services and that livly has no control (or ability to control) such third party providers or any applications, products or software utilized by such third party service providers. LIVLY HEREBY DISCLAIMS ANY AND ALL LIABILITY AND REPRESENTATIONS AND WARRANTIES RELATING TO SUCH THIRD PARTY SERVICE PROVIDERS AND ANY APPLICATIONS, PRODUCTS, OR SOFTWARE UTILIZED BY SUCH THIRD PARTY SERVICE PROVIDERS.

To the extent you request any storage Services, it is recommended you purchase insurance to cover the value of such materials. livly’s insurance is limited to $2,500 per bin, and livly shall not be liable for any costs or damages beyond its insurance coverage, subject to any other limitations in these Terms.  You are further responsible for knowing and observing applicable laws and ordinances for allowable materials to be stored. Livly disclaims all liability for items that could reasonably be called "fragile" such as glassware, dishes, artwork, jewelry, electronics, furniture items made of particleboard, fiberboard, and other boards made from sawdust and wood scraps, and furniture that incorporates (in a tabletop or anywhere else) delicate material that requires special packing, such as marble, acrylic, granite, glass, crystal, formica, or lucite. Livly does not intend to access any of your storage bins after they are sealed.  However, livly reserves the right to open and inspect any such bin in the event of an emergency, suspected criminal activity, suspected storage of prohibited goods, or upon your default under these Terms.  Should livly receive a search warrant from a governmental agency, we may, without incurring any liability to you, immediately remove your seal from the relevant bin, allow it to be searched and, if applicable, the contents to be seized.  Should we receive a subpoena, or a law officer or governmental agency requests documents or information about your stored property, you agree that we may provide such information or documents without incurring liability to you.

To the extent you request any pet care Services, livly and its third parties accept no responsibility for security of the Unit or loss if other individuals have access to the Unit during the scheduled Pet Visit or while providing the pet care Services. Livly and its third parties are not to be held liable for the injury, disappearance, death, or fines of any pet(s). You will be responsible for all medical expenses and damages resulting from an injury to the pet, the pet care provider, or other persons by the pet(s). You agree to indemnify and hold harmless livly and its third parties in the event of a claim by any person injured by the pet(s). It is expressly understood that livly and its third parties shall not be held responsible for any damage to property, either yours or others, caused by the pet(s) during the period in which the pets are in the care of livly and/or its third parties. You attest to the fact that all licenses and vaccinations required by the state, city, and/or county in which you reside are current and in compliance with the law.

To the extent you request garment care Services, it is acknowledged that livly does not perform any cleaning or processing of garments. Garment care Services are provided by livly’s third parties. It is expressly understood that livly and its third parties shall not be held responsible for the following: missing garment pieces, extra garment pieces, or damage to clothing. If any of the aforementioned is to arise, which can be the case from time to time, livly’s third parties will be responsible for providing customer support, and livly will provide such third party’s contact information.

To the extent you use the Services to receive, hold and deliver packages that are sent to you, you agree that you are solely responsible for your interactions with couriers and livly will have no liability or responsibility with respect thereto.  Livly reserves the right, but has no obligation, to become involved in any way with disputes between you and any courier.  You release livly and the Service Providers of any liability for any damage to any packages you receive not directly due to the negligence of livly or any Service Provider(s).

Rent Payment Rules

You may use the Services, with the fees as outlined in the Services, to make a full or partial payment of your rent (“Rent Payment Services”).  Through the Rent Payment Services, livly will use a third-party payment processor to process a rent payment via ACH or credit card.  Payment of rent through the Rent Payment Services does not eliminate any applicable charges, including late payment charges.

Submission of Maintenance Tickets Rules

You may use the Services, with the fees as outlined in the Services, to submit maintenance tickets for your Unit (“Maintenance Ticket Service”).  To use the Maintenance Ticket Service you must describe the maintenance issue, the urgency of the maintenance issue, and any notes for the service technician. Once a maintenance ticket is submitted through the Maintenance Ticket Service, livly will pass on the maintenance ticket to the appropriate property management personnel. livly is not responsible for performing any of the requested maintenance or keeping track of the status of the maintenance request.

Payment

In order to use the payment functionality of the Services, you must open an "Access API" account provided by Dwolla, Inc.("Dwolla") and you must accept the Dwolla Terms of Service and Privacy Policy. Any funds held in the Dwolla account are held by Dwolla's financial institution partners as set out in the Dwolla Terms of Service. You authorize livly to share your identity and account data with Dwolla for the purposes of opening and supporting your Dwolla account, and you are responsible for the accuracy and completeness of that data. You understand that you will access and manage your Dwolla account through livly’s Services, and Dwolla account notifications will be sent by livly, not Dwolla. livly will provide customer support for your Dwolla account activity and can be reached at SUPPORT@LIVLY.IO.

If you wish to purchase Services, you will be asked to supply certain information applicable to such transaction, including, without limitation, credit card and other information.  You understand that any such information will be treated by livly in the manner described in our Privacy Policy.  You agree to pay all charges incurred by you or any users of your account and credit card (or other applicable payment mechanism) at the price(s)in effect when such charges are incurred.  You will also be responsible for paying any applicable taxes relating to your transactions.  Registration for accounts or Services may be regulated by certain state, county and city laws or regulations.  You acknowledge that complying with laws is your responsibility, and YOU AGREE NOT TO HOLD US LIABLE FOR YOUR FAILURE TO COMPLY WITH ANY LAW OR OUR FAILURE TO NOTIFY YOU OF, OR PROPERLY APPLY, ANY LAW.  WE WILL COMPLY WITH LAW ENFORCEMENT AND MAY PROVIDE THEM WITH ALL INFORMATION YOU SUBMIT TO US TO ASSIST IN ANY INVESTIGATION OR PROSECUTION THEY MAY CONDUCT.  You represent and warrant that all information you provide, including but not limited to all information concerning your name, address, credit card number, and other identifying information of any nature will be true, complete and correct, and that you will update all information as it changes.  You agree that you will only use credit cards belonging to you or which you are expressly authorized to use.  You further agree that you will not attempt to conceal your identity by using multiple Internet Protocol (“IP”) addresses or email addresses.  You grant livly the right to provide any information you submit to third parties for purposes of facilitating the completion of transactions initiated by you or on your behalf.  Verification of information may be required prior to the acknowledgment or completion of any transaction.

Descriptions or images of, or references to, third-party products or services on the Services do not imply livly’s endorsement of such products or services.  We reserve the right, without prior notification, to change such descriptions or references; honor, or impose conditions on the honoring of, any coupon, coupon code, promotional code or other similar promotions; bar any user from making any or all transaction(s); limit the order quantity on any product or service; and/or refuse to provide any user with any product or service.  Verification of information applicable to a purchase may be required prior to livly’s acceptance of any order.  Price and availability of any product or service are subject to change without notice.

If livly is unable to verify or authenticate any information you provide during any registration, ordering, purchase, sale, authentication, delivery, payment or remittance process, or any other process, or if we are no longer able to verify or authorize your credit card or bank account information, your account or Services may be cancelled, we may refuse to honor all pending and future purchases made on such credit card accounts and/or on any online accounts associated with such credit card accounts, and you may be prohibited from using our websites or applications.

Charges and Billing.

The Services may require payment of access fees.  By registering for an account, you hereby authorize livly to charge your credit card in advance for all applicable fees incurred by you in connection with your chosen Service registration for your account.  You hereby understand and agree that in most cases, livly will be charging your designated credit card in accordance with the payment schedule of the Services which you have ordered or registered, but some service fees may accumulate on your credit card account before they are actually charged to your credit card. You further understand and agree that it is your responsibility to notify livly of any changes to your credit card or if your credit card has expired; otherwise your access to the Service may be disconnected or interrupted. You shall additionally be responsible for and shall immediately pay livly, on demand, any payments that are made to us that are subject to an unjustified, subsequent reversal.  All fees shall be paid in U.S. dollars.

Livly reserves the right to change any fees (which includes but is not limited to, charging a fee for options, upgrades and/or a Service for which livly does not currently charge a fee) or billing methods at any time. Livly also has the right to collect applicable taxes and impose premium surcharges for some areas of the Service and these surcharges may apply immediately after you register for it.  You may cancel your account or any associated optional or upgraded services therefore at any time, but livly will not refund any remaining portion of your pre-paid fees and you may be charged an additional cancellation fee.

You agree to pay your account balance on time.  You also agree to pay any taxes, including sales or use taxes, resulting from your any Service.  Amounts not paid when due will be assessed an additional 1.5% (or the highest amount allowed by law, whichever is lower) per month if our payment is more than thirty (30) days past due.  That amount is also due immediately.  You are responsible and liable for any fees, including attorneys’ and collection fees, that livly may incur in its efforts to collect any remaining balances due from you.  These Terms shall in no way limit any other remedies available to livly.  You also understand and agree that you will be billed for and will pay any outstanding balances if you cancel your account or your account is terminated.  You must notify livly of any billing problems or discrepancies within sixty (60) days after they first appear on your credit card account statement.  If you do not notify livly within sixty (60) days, you waive any right to dispute such problems or discrepancies.

Livly and Third-Party Links

The Services may provide links to other websites belonging to third parties. Livly does not endorse, warrant or guarantee the products or services available through these third parties and, unless otherwise stated, livly is not an agent or otherwise responsible for the activities or policies of those websites. When you access third-party websites or use third-party services, you accept that there are risks in doing so, and that livly is not responsible for such risks. We encourage you to be aware when you leave the Services and to read the terms and conditions and privacy policy of each third-party website or service that you visit or utilize.

Livly has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third-party websites or by any third party that you interact with through the Services. In addition, livly will not and cannot monitor, verify, censor or edit the content of any third-party site or service.

By using the Services, you release and hold us harmless from any and all liability arising from your use of any third-party website or service.

Your Use of the Services

Except as otherwise expressly set forth in an agreement with livly to which these Terms are attached, (a) your right to access and use the Services is personal to you and is not transferable by you to any other person or entity, and (b) you are only entitled to access and use our Services for lawful, internal, and non-commercial purposes.

Accurate records enable livly to provide the Services to you. In order for the Services to function effectively, you must also keep your contact information up to date and accurate. If you do not do this, the accuracy and effectiveness of the Services to you will be affected.

Your access and use of the Services may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of the Services or other actions that livly, in its sole discretion, may elect to take.

You agree that livly may use your feedback, suggestions, or ideas in any way, including in future modifications of the Service, other products or services, advertising or marketing materials. You grant livly a perpetual, worldwide, fully transferable, sublicensable, irrevocable, fully paid-up, royalty free license to use the feedback you provide to livly in any way.

You represent, warrant, and agree that you will not contribute any content or otherwise use the Services or interact with the Services in a manner that:

- Infringes or violates the intellectual property rights or any other rights of anyone else (including livly);
- Violates any law or regulation;- Is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;
- Jeopardizes the security of your livly account or anyone else’s (such as allowing someone else to log in to the Services as you);
- Attempts, in any manner, to obtain the password, account, or other security information from any other user;
- Violates the security of any computer network, or cracks any passwords or security encryption codes;
- Runs Maillist, Listserv, any form of auto-responder or “spam” on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure);
- “Crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Services (through use of manual or automated means);
- Copies or stores any significant portion of the Services;
- Decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services.

A violation of any of the foregoing is grounds for termination of your right to use or access the Services.

Livly’s Intellectual Property Rights

The contents of the Service (including the App), including its “look and feel” (e.g., text, graphics, images, logos and button icons), photographs, editorial content, notices, software (including html-based computer programs)and other material are protected under both United States and other applicable copyright, trademark and other laws. The contents of the Services (including the App) belong or are licensed to livly or its software or content suppliers. Livly grants you the right to view and use the Services subject to these Terms. You may download or print a copy of information provided in the Services for your personal, internal and non-commercial use only. You agree to not engage in there production, copying, downloading or distribution of any of the contents of the in any form or by any means, including but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without the prior written permission of livly or the other applicable copyright owner. Any distribution, reprint or electronic reproduction of any content from the Services in whole or in part for any other purpose is expressly prohibited without our prior written consent.

Termination

These Terms shall remain effective until terminated in accordance with their terms.  We reserve the right to immediately terminate these Terms, and/or your access to and use of the Services, at any time and for any reason, with or without cause.  Upon termination of these Terms, your right to use the Services shall immediately cease.  You agree that any termination of your access to or use of the Services may be effected without prior notice, and that livly may immediately deactivate or delete your password and user name, and all related information and files associated with them, and/or bar any further access to such information or files. You agree that livly shall not be liable to you or any third party for any termination of your access to the Services or to any such information or files, and shall not be required to make such information or files available to you after any such termination.

Violations of these Terms, including unauthorized use of the Services, may be investigated and appropriate legal action may be taken, including without limitation civil, criminal and injunctive redress.  You understand and agree that in livly’s sole discretion, and without prior notice, livly may terminate and block your access to the Services, cancel your account, refuse to honor pending and future Services purchased from all credit card accounts or online accounts livly believes may be associated with you, or exercise any other remedy available, if livly believes that your conduct or the conduct of any person with whom livly believes you act in concert, violates or is inconsistent with these Terms or the law, or violates the rights of livly or any customer of livly.  Violating any limitations or terms on our website or applications will be deemed to be a material violation of these Terms. You agree that monetary damages may not provide a sufficient remedy to livly for violations of these Terms and you consent to injunctive or other equitable relief for such violations.

You agree that abusive use of our websites or applications, including the App, causes damage and harm to livly in the form of, among other things, impaired goodwill, lost sales, and increased expenses associated with responding to abusive uses.  You further agree that monetary damages for abusive use of our website, applications (including the App), or Services are difficult to ascertain and that proof of monetary damages for abusive use would be costly and difficult to calculate.  Accordingly, you agree that liquidated damages are warranted for abusive use, and that livly may at any time add a specific liquidated damage amount to these Terms.

Livly is not required to provide any refund to you if it exercises any of its rights or remedies because you have violated these Terms or any of livly’s rights.  Additionally, livly reserves the right, in its sole discretion, to modify, suspend or discontinue any part of our websites or applications at any time, with or without notice to you.  Livly also reserves the right, in its sole discretion, to impose limits on certain features and Services and to restrict access to its websites or applications without notice to you.  Livly shall not be liable to you or any third party for any claim or cause of action arising out of its exercise of the foregoing rights.

Disclaimer of Representations and Warranties

THE APP, THE CONTENT AND ALL SERVICES AND PRODUCTS ASSOCIATED WITH THE SERVICES OR PROVIDED THROUGH THE SERVICES (WHETHER OR NOT SPONSORED) ARE PROVIDED TO YOU ON AN “AS-IS” AND “AS AVAILABLE” BASIS. LIVLY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE CONTENT OR OPERATION OF THE SERVICE OR OF THE SERVICE. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK.

LIVLY MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, RELIABILITY OR COMPLETENESS OF THE CONTENT ON THE SERVICE, AND EXPRESSLY DISCLAIMS ANY WARRANTIES OF NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. LIVLY MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE THAT THE CONTENT THAT MAY BE AVAILABLE THROUGH THE SERVICE IS FREE OF INFECTION FROM ANY VIRUSES OR OTHER CODE OR COMPUTER PROGRAMMING ROUTINES THAT CONTAIN CONTAMINATING OR DESTRUCTIVE PROPERTIES OR THAT ARE INTENDED TO DAMAGE, SURREPTITIOUSLY INTERCEPT OR EXPROPRIATE ANY SYSTEM, DATA OR PERSONAL INFORMATION.

Limitations on Livly’s Liability

LIVLY SHALL IN NO EVENT BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY THIRD PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT, REVENUE OR BUSINESS, ARISING IN WHOLE OR IN PART FROM (1) YOUR ACCESS OR INABILITY TO ACCESS THE APP OR THE SERVICES; (2) THE CONDUCT OR ACTIONS, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE APP OR THE SERVICES OR ANY OTHER PERSON OR ENTITY; OR (3) THESE TERMS, EVEN IF LIVLY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, LIVLY’S AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID BY YOU OR $500.00 (FIVE HUNDRED UNITED STATES DOLLARS), WHICHEVER IS LESS.  MOREOVER, UNDER NO CIRCUMSTANCES SHALL LIVLY, OUR LICENSORS OR LICENSEES, OR ANY OF THE FOREGOING ENTITIES' RESPECTIVE RESELLERS, DISTRIBUTORS, SERVICE PROVIDERS OR SUPPLIERS, BE HELD LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE RESULTING DIRECTLY OR INDIRECTLY FROM AN ACT OF FORCE MAJEURE OR CAUSES BEYOND OUR OR THEIR REASONABLE CONTROL. WE MAY TERMINATE YOUR FURTHER ACCESS TO THE APP AND THE SERVICES OR CHANGE THE APP AND THE SERVICES OR DELETE CONTENT OR FEATURES IN ANY WAY, AT ANY TIME AND FOR ANY REASON OR NO REASON.  THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION AND ELSEWHERE IN THESE TERMS APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

THE SERVICES ARE CONTROLLED AND OFFERED BY LIVLY FROM ITS FACILITIES IN THE UNITED STATES OF AMERICA. THE SERVICES ARE NOT AVAILABLE FOR USE IN OTHER LOCATIONS. YOU MAY NOT ACCESS OR USE THE SERVICES FROM OTHER JURISDICTIONS, AND THOSE WHO DO ARE DOING SO AT THEIR OWN VOLITION AND ARE RESPONSIBLE FOR COMPLIANCE WITH THOSE LOCAL LAWS. IN ADDITION, THOSE INDIVIDUALS WHO DECIDE TO ACCESS AND/OR USE THE APP AND THE SERVICES ARE FULLY RESPONSIBLE FOR COMPLYING WITH THESE TERMS AND THE PRIVACY POLICY, WHETHER OR NOT THEY HAVE THE ABILITY TO READ AND UNDERSTAND WRITTEN ENGLISH.

Your Indemnification of Livly

You shall defend, indemnify and hold harmless livly and its officers, directors, shareholders, and employees, from and against all claims and expenses, including but not limited to attorney’s fees, in whole or in part arising out of or attributable to any breach of this Agreement by you.

ARBITRATION CLAUSE & CLASS ACTION WAIVER – IMPORTANT – PLEASE REVIEW AS THIS AFFECTS YOUR LEGAL RIGHTS

Arbitration. YOU AGREE THAT ALL DISPUTES BETWEEN YOU AND US(WHETHER OR NOT SUCH DISPUTE INVOLVES A THIRD PARTY) WITH REGARD TO YOUR RELATIONSHIP WITH US, INCLUDING WITHOUT LIMITATION DISPUTES RELATED TO THESE TERMS OF USE, YOUR USE OF THE SERVICES, AND/OR RIGHTS OF PRIVACY AND/OR PUBLICITY, WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION UNDER THE AMERICAN ARBITRATION ASSOCIATION’S RULES FOR ARBITRATION OF CONSUMER-RELATED DISPUTES AND YOU AND WE HEREBY EXPRESSLY WAIVE TRIAL BY JURY; PROVIDED, HOWEVER, THAT TO THE EXTENT THAT YOU HAVE IN ANY MANNER VIOLATED OR THREATENED TO VIOLATE OUR INTELLECTUAL PROPERTY RIGHTS, WE MAY SEEK INJUNCTIVE OR OTHER APPROPRIATE RELIEF IN ANY STATE OR FEDERAL COURT IN THE STATE OF ILLINOIS. DISCOVERY AND RIGHTS TO APPEAL IN ARBITRATION ARE GENERALLY MORE LIMITED THAN IN A LAWSUIT, AND OTHER RIGHTS THAT YOU AND WE WOULD HAVE IN COURT MAY NOT BE AVAILABLE IN ARBITRATION. As an alternative, you may bring your claim in your local “small claims” court, if permitted by that small claims court’s rules and if within such court’s jurisdiction, unless such action is transferred, removed or appealed to a different court. You may bring claims only on your own behalf. Neither you nor we will participate in a class action or class-wide arbitration for any claims covered by this agreement to arbitrate. YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST US INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person’s account, if we are a party to the proceeding. This dispute resolution provision will be governed by the Federal Arbitration Act and not by any state law concerning arbitration. In the event the American Arbitration Association is unwilling or unable to set a hearing date within one hundred and sixty (160) days of filing the case, then either we or you can elect to have the arbitration administered instead by the Judicial Arbitration and Mediation Services. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with these Terms. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, related to or connected with the use of the Services or these Terms must be filed within one (1) year after such claim of action arose or be forever banned.  You understand that, in return for agreement to this provision, livly is able to offer the Services at the terms designated, with little or no charge to you, and that your assent to this provision is an indispensable consideration to this Agreement.

Severability. If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration section will be null and void. This arbitration agreement will survive the termination of your relationship with us.

Governing Law and Forum for Disputes

This Agreement, and your relationship with livly under this Agreement, shall be governed by the laws of the State of Illinois in the United States of America without regard to its conflict or choice of laws provisions.

You also acknowledge and understand that, with respect to any dispute with livly, its officers, directors, employees, agents or affiliates, arising out of or relating to your use of the Services or this Agreement:

• YOU ARE GIVING UP YOUR RIGHT TO HAVE A TRIAL BY JURY; and
• YOU ARE GIVING UP YOUR RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INVOLVING ANY SUCH DISPUTE.

Miscellaneous

If any portion of this Agreement is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, this Agreement as a whole shall not be deemed unlawful, void or unenforceable, but only that portion of this Agreement that is unlawful, void or unenforceable shall be stricken from this Agreement.

You agree that if livly does not exercise or enforce any legal right or remedy which is contained in the Agreement (or which livly has the benefit of under any applicable law), this will not be taken to be a formal waiver of livly’s rights and that those rights or remedies will still be available to livly.

All covenants, agreements, representations and warranties made in this Agreement shall survive your acceptance of this Agreement and the termination of this Agreement.

QUESTIONS OR COMMENTS ABOUT OUR TERMS, PRIVACY POLICY, OR OTHER ASPECTS OF THE SERVICE CAN BE DIRECTED TO SUPPORT@LIVLY.IO.

Effective July 10, 2019

COPYRIGHT© LIVLY ALL RIGHTS RESERVED.