SOLO TERMS & CONDITIONS
LIVEU PRODUCTS AND SERVICES TERMS AND CONDITIONS OF SALE
PLEASE READ THE FOLLOWING CAREFULLY. By purchasing LiveU Products OR LIVEU Services through www.liveu.tv <http://www.liveu.tv> AND/OR ITS SUBDOMAINS, INCLUDING WITHOUT LIMITATION, http://shop.liveu.tv (COLLECTIVELY, the “Site”), or using such Products and Services, you acknowledge and agree that you are entering into a legal agreement with LiveU LTD. OR LIVEU INC. (AS MAY BE APPLICABLE, “LiveU”, “We”, “Us” or “Our”), and have understood and agree to comply with, and be legally bound by, these Terms and Conditions (the “Terms”). YOU HEREBY WAIVE ANY APPLICABLE RIGHTS TO REQUIRE AN ORIGINAL (NON-ELECTRONIC) SIGNATURE OR DELIVERY OR RETENTION OF NON-ELECTRONIC RECORDS, TO THE EXTENT NOT PROHIBITED UNDER APPLICABLE LAW. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS, PLEASE DO NOT PURCHASE OR USE THE LIVEU PRODUCTS OR SERVICES. IF YOU ARE A CUSTOMER LOCATED IN NORTH AMERICA OR SOUTH AMERICA, THEN THIS AGREEMENT SHALL BE CONSTRUED AS HAVING BEEN ENTERED INTO BETWEEN YOU AND LIVEU INC. FOR ALL OTHER CUSTOMERS, THIS AGREEMENT SHALL BE CONSTRUED AS HAVING BEEN ENTERED INTO BETWEEN YOU AND LIVEU LTD.
1. Certain Definitions.
1.1. “Documentation” means the documentation provided by LiveU in connection with the LiveU Products or LiveU Services, as applicable.
1.2. “Hardware” means the hardware components of LiveU products.
1.3. “Hardware Materials” means the Hardware and related hardware materials as may be offered by LiveU, including without limitation, accessories.
1.4. “LiveU Cloud Service(s)” means LiveU’s online storage, encoding and streaming as well as other service(s) which may be accessed via a portal on the Site.
1.5. “LiveU Products” means, collectively, the Software (defined below), Documentation, and Hardware Materials which LiveU may permit you to order through the Site.
1.6. “LiveU Services” means, collectively, the LiveU Cloud Service and the Support Services (defined below).
1.7. “Order Form” means the order form made available to you on or through the Site by LiveU (or to which you are directed by the Site) and through which you may place an order for LiveU Products and/or LiveU Services.
1.8. “Server” means each physical, virtual and/or cloud server on which the Software may be installed.
1.9. “Software” means the software program(s) contained in, or provided by LiveU for use with, the LiveU Products purchased by you on the Site, in machine-readable, compiled, object code form only.
1.10. “Software Upgrade” means Software licensed to you as an upgrade to be installed and used on Hardware separately purchased from LiveU.
1.11. “Support Services” is defined in Section 19 (Support Services Terms and Conditions) below.
2. Online Purchases. Subject to the other terms and restrictions set forth in these Terms, we may enable you to order through the Site: (i) Hardware Materials and licenses to Software integrated with such Hardware Materials, as applicable; (ii) Software Upgrade licenses; (iii) a subscription to access and use the LiveU Cloud Service (“LiveU Cloud Service Subscription” or “Subscription”); and/or (iv) other LiveU products or services we may offer. (You may order Support Services by contacting us at firstname.lastname@example.org <mailto:email@example.com> All licenses, permission and rights (“Licenses”) granted in these Terms are subject to LiveU’s acceptance of your order for such Licenses, your payment of all applicable fees, and your compliance with all of the terms and conditions of this Agreement.
3. Software License. LiveU hereby grants you a limited, non-exclusive, revocable, non-transferable, non-sublicensable right (i) to use the Software and the Documentation in connection with your use of the LiveU Products as an integrated part of the Hardware on which they are delivered for personal or internal business purposes only; and (ii) in the case of a Software Upgrade, to install and use for personal or internal business purposes only such Software on the applicable previously or separately purchased Hardware. In no case does LiveU grant you a license in human readable code of the Software (source code). Except as otherwise expressly provided in these Terms, LiveU does not grant you any rights to patents, copyrights, trade secrets, trademarks, or any other proprietary, intellectual property, or other rights with respect to the LiveU Products.
4. LiveU Cloud Service Subscription. If you purchase a LiveU Cloud Service Subscription (or if we offer you a Trial Subscription as set forth in Section 6.4 (Trial Subscriptions) below, LiveU hereby grants you, and you accept, a non-exclusive, non-transferable (except as specified below in this Section 4), non-sublicensable, and fully revocable permission to access and use LiveU’s Cloud Service during the applicable Subscription Term (defined below) for your personal or internal business purposes, subject to your payment of all applicable fees and all the other terms and conditions set forth herein or as may be set forth on the Site, Order Form or in the LiveU Cloud Service. In order to use the LiveU Cloud Service you must create an account (“Account”). Upon your purchase of a LiveU Cloud Service Subscription, LiveU will send you a confirmation e-mail which will contain access to the LiveU Cloud Service. To create an account you must provide a new username and password as well as the serial number of the associated LiveU Product. You must not allow anyone other than yourself or employees or consultants authorized by you (“Authorized Personnel”) to access and use your Account. You acknowledge and agree to (i) provide accurate and complete Account and login information; (ii) keep, and ensure that Authorized Personnel keep, all Account login details and passwords secure at all times; (iii) remain solely responsible and liable for the activity that occurs in connection with your Account; and (iv) promptly notify LiveU in writing if you become aware of any unauthorized access or use of your Account or the LiveU Cloud Service. You may cancel your Account at any time by using the tools that we make available within the LiveU Cloud Service or by sending a cancellation request to us at firstname.lastname@example.org, in which case we will use commercially reasonable efforts to respond within a reasonable time. LiveU permits the transfer of LiveU Cloud Service Subscriptions in connection with the sale or other transfer by the owner of an applicable LiveU Product with which the Subscription is associated. Upon the new owner’s creation of a new Account (including specifying the applicable serial number of the sold/transferred LiveU Product), LiveU will send an e-mail to the prior owner of the Subscription for verification. After verification by the previous owner, the unit will be deemed to be assigned to the new owner.
5. Restrictions. Except as expressly permitted in these Terms, you must not, and shall not allow Authorized Employees or any third party to: (i) give, sell, rent, lease, timeshare, sublicense, disclose, publish, assign, market, transfer or distribute any portion of the LiveU Cloud Service to any third party, including, but not limited to your affiliates, or use the LiveU Cloud Service in any service bureau arrangement; (ii) circumvent, disable or otherwise interfere with security-related features of the LiveU Cloud Service or features that prevent or restrict use or copying of any content or that enforce limitations on use of the LiveU Cloud Service; (iii) reverse engineer, decompile or disassemble the LiveU Products or LiveU Cloud Service or any components thereof; (iv) copy, modify, translate, patch, alter, change or create any derivative works of the LiveU Cloud Service, or any part thereof; (v) use any robot, spider, scraper, or other automated means to access the LiveU Cloud Service for any purpose; (vi) take any action that imposes or may impose (at LiveU’s sole discretion) an unreasonable or disproportionately large load on LiveU’s infrastructure; (vii) interfere or attempt to interfere with the integrity or proper working of the LiveU Cloud Service, or any related activities; (viii) remove, deface, obscure, or alter LiveU’s or any third party’s copyright notices, trademarks, or other proprietary rights affixed to or provided as part of the LiveU Products or LiveU Cloud Service, or use or display logos of the LiveU Products or LiveU Cloud Service differing from LiveU’s own without LiveU’s prior written approval; (ix) use the LiveU Products or LiveU Cloud Service to develop a competing service or product; (x) use the LiveU Products or LiveU Cloud Service to send unsolicited or unauthorized commercial communications; and/or (xi) use the LiveU Products or LiveU Cloud Service in any unlawful manner or in breach of these Terms. You agree to remain liable to LiveU for any act or omission of your employees or that would constitute a breach of these Terms if such acts or omissions were by you. References to LiveU Products and LiveU Cloud Service in this Section 5 include Documentation.
6. Prices and Payment Terms.
6.2. Prices. Prices for LiveU Products and LiveU Services are as set forth in the applicable Order Form (“Fees”). Any prices quoted or displayed on the Site (including on the Order Form) are valid only at the time such prices are presented, and LiveU reserves the right to the change such prices at anytime, including with respect to Subscriptions to the LiveU Cloud Service. In the event that Subscription prices are changed, the change will not go into effect with respect to your Subscription until the conclusion of the billing period for which you have already paid. Prices displayed on the Site prior to placing an order through the Order Form may not include applicable taxes and other fees applicable to your order. While such taxes and fees may be set forth in the Order Form, payment of such taxes and fees is your responsibility. If you are located in a jurisdiction which requires you to deduct or withhold taxes from any amount due to LiveU, you must notify LiveU in writing. In such a case, LiveU reserves the right to assess the withheld fee or to increase the gross amount of the applicable payment so that, after the deduction or withholding for taxes, the net amount paid to LiveU will not be less than the amount LiveU would have received without the required deduction or withholding.
6.3. Recurring Subscription Charges. Unless otherwise specified, payments for a LiveU Cloud Service Subscription will be recurring for the duration of the subscription. As set forth in Section 6.2 (Prices) above, in the event that Subscription prices are changed, the change will not go into effect with respect to your Subscription until the conclusion of the billing period for which you have already paid. If for any reason the monthly Subscription payments cannot be processed, your Subscription may be suspended, in which case LiveU will notify you of such suspension. If the problem is not corrected, your Subscription may be terminated, as set forth in Section ý14 (Term and Termination) below.
6.4. Trial Subscriptions. We may, in connection with your purchase of a LiveU Product, provide you with a free trial Subscription to the LiveU Cloud Service for a prescribed period following your purchase of the applicable LiveU Product, as set forth in the applicable Order Form (“Trial Subscription”). You acknowledge and agree that (a) during the Trial Subscription period all terms and conditions set forth in these Terms in connection with the LiveU Cloud Service shall apply, except that LiveU does not make any commitments in connection with the LiveU Cloud Service; and (b) we reserve the right to modify, cancel and/or limit the Trial Subscription at any time.
7. Placing an Order. Placing an order on the Site or through the Order Form constitutes an offer by you to purchase the relevant LiveU Products or LiveU Services at the price and terms stated in the Order Form. By completing the ordering process, you agree to the Terms which shall constitute a binding agreement between you and LiveU in respect of the sale and the purchased item. LiveU shall have no obligation to accept an order or to ship the LiveU Product/Service ordered until the transaction is final and approved.
8. Delivery, Title, Risk of Loss for LiveU Products. LiveU Products (other than Software, delivered electronically) purchased by you will be made available to you at the location designated by LiveU. While LiveU may assist or offer you a method of shipping the applicable LiveU Products from such location to your location, you shall nevertheless be solely responsible for (a) obtaining and/or shipping the LiveU Products from such facility at your own expense; and (b) any loss of, or damage to the LiveU Products during delivery from LiveU’s designated facility to your location. The products ordered shall be packed in accordance with the then-current LiveU packing standards. LiveU shall make commercially reasonable efforts to adhere to dates quoted in the Order Form, but such dates shall not be binding, and LiveU shall not be liable for any direct or indirect damage or loss that you may incur as a result of a delay.
9.1. Return of Non-Compliant Products. You may return LiveU Products furnished hereunder which fail to substantially meet LiveU’s published specifications (such as in the Documentation or on the Site) (“Non-Compliant Products”), provided that you notify LiveU of any such failure within seven (7) calendar days from the date of your receipt of the applicable LiveU Products and follow the requirements described in Section 9.4 (Sending Returns to LiveU) below. In such a case, LiveU will reimburse you for the delivery costs of Non-Compliant Products to LiveU. If you do not notify LiveU as stated above, the LiveU Products delivered to you will be deemed to substantially meet LiveU’s published specifications (“Compliant Products”). For clarity, any LiveU Products damaged while in transit to you from LiveU’s designated facility shall not be deemed to make such LiveU Products Non-Compliant Products. In any event, use of the LiveU Products by you or your agents or employees for purposes other than acceptance testing shall constitute acceptance of the LiveU Products by you and such LiveU Products shall be deemed to be Compliant Products. In addition, notwithstanding anything to the contrary, LiveU reserves the right to make any changes in the specifications for LiveU Products that are required for the Products to conform to any applicable safety or other statutory requirements or, which do not materially negatively affect their quality or performance.
9.2. Return of Compliant Products. You may return Complaint Products provided that you (a) notify LiveU within thirty (30) calendar days from the date of your receipt of the applicable Compliant Products that you wish to return them; (b) follow the requirements described in Section 9.4 (Sending Returns to LiveU) below.
9.3. Warranty Returns. Your right to return LiveU Products under LiveU’s Limited Warranty is set forth in Section 16 (Limited Warranty) below. The conditions for the return of LiveU Products described above in Sections 9.1 and 9.2 do not limit your rights under the Limited Warranty.
9.4. Sending Returns to LiveU. All LiveU Products returned to LiveU (including returns of Compliant Products, Non-Compliant Products, and products sent to LiveU in connection with warranty claims) must be sent to LiveU as follows: (a) you must deliver the applicable LiveU Products with all shipping costs pre-paid by you to the location LiveU will designate and you shall be solely responsible for any damages to, or loss of, the LiveU Products until they are received by LiveU; (b) you must package the LiveU Product to reasonably accepted commercial standards for electronic equipment; and (c) you must obtain a Return Material Authorization (RMA) number from LiveU prior to shipping and mark the RMA number on the parcel. Products returned to LiveU without an RMA number shall be returned to you unopened, at your risk and expense, or discarded. In order to receive a RMA from LiveU, you may be required to provide the following information: (i) model and serial number for each unit of the products to be returned; (ii) applicable LiveU invoice number and date; (iii) the reason for returning the product and a detailed description of the problem; and (iv) your contact information. For clarity, LiveU will not reimburse you for delivery costs for the return of Compliant Products under Section 9.2 (Return of Compliant Products) or for returns under the Limited Warranty under Section 16 (Limited Warranty).
10. Customer Data.
10.1. License. While using the LiveU Cloud Service, you may choose to provide, upload, import, transmit, post, or make accessible (collectively, “Provide”) to LiveU certain data or software (“Customer Data”). You hereby grant LiveU a non-exclusive license to use, process, display, copy and store the Customer Data in order to provide the LiveU Cloud Service to you.
10.2. Responsibility. You represent and warrant that: (i) you own or have obtained the rights to all of the intellectual property rights subsisting in the Customer Data, and you have the right to provide LiveU the license granted herein to use such Customer Data in accordance with these Terms; and (ii) the Customer Data does not infringe or violate any patents, copyrights, trademarks or other intellectual property, proprietary or privacy or publicity rights of any third party. You shall remain solely responsible and liable for the Customer Data and expressly release LiveU from any and all liability arising from your use of the Customer Data as permitted herein.
10.3. Availability of Customer Data. You acknowledge that: (i) the LiveU Cloud Service does not operate as an archive or file storage service, and LiveU does not store all of the Customer Data that you may Provide during your use of the LiveU Cloud Service; and (ii) you are solely responsible for the backup of your Customer Data. You may download certain Customer Data that you have Provided to LiveU at any time during the Term, or as otherwise set forth herein, provided that you comply with these Terms and any LiveU security requirements.
10.4. Security. LiveU agrees during the Term to implement reasonable security measures to protect Customer Data and will, at a minimum, utilize industry standard security procedures.
11.1. Title; Trade Secrets. You acknowledge and agree that Software is licensed, and not sold, to you. LiveU and/or its third party licensors retain all intellectual property rights in and to the LiveU Products and LiveU Services, and any related content, Documentation, all updates, modifications, customizations, and enhancements of any of the foregoing, data related to your usage of the LiveU Services, as well as “LiveU” and the LiveU logo, and all other trademarks and service marks displayed on or contained in the Site, the LiveU Products or LiveU Services. You acknowledge and agree that the structure, sequence and organization of the LiveU Products (other than their open source components) are the valuable trade secrets of LiveU and/or its licensors and constitute the Confidential Information (as defined below) of LiveU.
11.2. Feedback. If you contact LiveU with feedback data (e.g., questions, comments, suggestions or the like) regarding the LiveU Products (collectively, “Feedback”), such Feedback shall be deemed to be non-confidential, and you grant LiveU a non-exclusive, royalty-free, worldwide, perpetual license to use or incorporate such Feedback into the LiveU Products.
11.3. Customer Data. The intellectual property and all other rights, title and interest of any nature in and to the Customer Data are and shall remain your exclusive property (or that of your licensors). Except as expressly set forth herein, nothing in these Terms shall be construed as transferring to LiveU or any third party any right, title or interest in or to Customer Data.
12. Third Party Components. The LiveU Products use third party hardware and software components, including open source software (“Third Party Components”). Third Party Components are delivered by LiveU as-is, and the terms and conditions associated with such components are provided with the Third Party Components, posted on the Site and/or otherwise supplied by LiveU as required. LiveU provides no warranty or indemnity, and shall have no liability, in connection with the Third Party Components other than the limited obligation to repair or replace such Third Party Components or provide a refund, all solely to the extent required in order for LiveU to meet the LiveU Product warranty set out in Section ý16 (Limited Warranty) below. Notwithstanding anything to the contrary, these Terms do not limit the terms and conditions of the applicable software licenses governing Third Party Components.
13. Confidentiality. You agree not to use (except for permissible use of the Live Products) or disclose to any third party, and keep strictly confidential, any nonpublic information disclosed by LiveU that is designated as confidential or that, under the circumstances surrounding receipt, you know or should know is treated as confidential by LiveU (“Confidential Information”). LiveU Confidential Information includes Software, documentation, and all modifications, enhancements, upgrades and improvements thereto, and any other computer programs, trade secrets, methods, techniques, processes, and know-how, in whatever form made available hereunder; third party information with respect to which LiveU has confidentiality obligations; information relating to the above learned by you through the inspection of products, materials or information disclosed by LiveU; and notes, analyses, compilations, studies, summaries, containing or based, in whole or in part, on any information included in the foregoing.
14. Term and Termination.
14.1. Term and Termination. These Terms and the Licenses granted hereunder are effective until terminated earlier as specified in this Section 14. Either party may terminate these Terms if the other party fails to perform any material obligation under these Terms.
14.2. Subscription Term. Your LiveU Cloud Service Subscription and the provisions of these Terms applicable to the LiveU Cloud Service shall become effective on the earlier of: (i) the date that you commence accessing or using the LiveU Cloud Service; or (ii) the date specified on the Order Form, and shall remain in effect until the expiration of the Subscription period set forth in the Order Form (at which point, subject to your payment of any applicable Subscription fees, your Subscription shall automatically renew for successive Subscription periods unless terminated earlier by us or by you pursuant to these Terms (the Subscription period, including any renewal periods, the “Subscription Term”).
14.3. Termination of LiveU Cloud Service. Without derogating from your obligation to pay applicable fees, you may terminate your LiveU Cloud Service Subscription by cancelling your Account through the tools that we make available within the LiveU Cloud Service or by sending a cancellation request to us at email@example.com <mailto:firstname.lastname@example.org>, in which case we will use commercially reasonable efforts to respond within a reasonable time. We may terminate your Subscription (and cease to provide the LiveU Cloud Service to you) at any time, including without limitation in the event that you breach these Terms.
14.4. Effect of Termination of Service Subscription. Upon Termination of your LiveU Cloud Service Subscription, the permission granted to you to access and use the LiveU Cloud Service and your Account will terminate. You acknowledge that upon termination of your Subscription and Account, you will lose all access to the LiveU Cloud Service and to any Customer Data that we may be storing on your behalf. It is your responsibility to download your Customer Data prior to canceling your Account or any termination of your Account or these Terms. We do not accept any liability for any termination of the LiveU Cloud Service or for Customer Data that is deleted in connection with such termination.
14.5. Effect of Termination of Terms. Upon any termination or expiration of these Terms the licenses and permissions granted hereunder shall be terminated (including your LiveU Cloud Service Subscription, and Section 6 (Effect of Termination of Service Subscription) above shall also apply).
14.6. Survival. This Section 14.6 and Sections 5 (Restrictions), 10 (Customer Data), 11 (Ownership), 12 (Third Party Components), 13 (Confidentiality), 14.4 (Effect of Termination of Service Subscription – as applicable), 14.5 (Effect of Termination of Terms), 17 (Disclaimer of Warranties), 18 (Limitation on Liability), 20 (Privacy), 21 (Anonymous Information), 22 (Disclosure), 23 (Export Laws), 24 (Governing Laws and Jurisdiction), 27 (Assignment), 28 (Modifications) and 29 (General), as well as any provisions of these Terms and any Order Form which by their nature should survive the termination or expiration of these Terms or the Subscription, shall survive termination or expiration of these Terms or the Subscription (as the case may be).
15. Suspension of Service. If LiveU believes that you are using the LiveU Cloud Service in a manner that may cause harm to LiveU or any third party, then LiveU may, without derogating from LiveU’s right to terminate this Agreement for any breach hereof, suspend your access to and use of the Service until such time as LiveU believes the threat of harm, or actual harm, has passed.
16. Limited Warranty.
16.1. Hardware Warranty. LiveU warrants that any Hardware purchased by you through the Site shall be free from material defects in material and workmanship, subject to normal and intended use and service, for a period of twelve (12) months commencing upon the date of delivery of such Hardware to you.
16.2. Software Warranty. LiveU warrants that the Software will in all material respects perform the functions described in the applicable Documentation for a period of ninety (90) days commencing upon the date of delivery of such Software to you.
16.3. Warranty Remedy and Exclusions. Your sole and exclusive remedy and LiveU’s sole liability for a warranty claim made by you will be, at LiveU’s option, to (a) repair or replace the defective LiveU Product at no charge; or (b) refund the fees paid to purchase such LiveU Product, less one-thirty-sixth (1/36) thereof for each month that you owned or made use of the defective LiveU Product, and in each case require return of the defective LiveU Product. LiveU’s obligations under this Section ý16 are subject to (i) the warranty claim being made promptly upon discovery of the defect and within the applicable warranty period; and (ii) the defect in the LiveU Product not being due, in LiveU’s sole determination, to any misuse, abuse, neglect, negligence, or unauthorized repair or modification of the LiveU Product. Any repairs, fixes, or replacement provided by LiveU as part of the foregoing warranty are warranted for the remainder of the applicable warranty period, as then in effect. For clarity, and notwithstanding anything to the contrary, under no circumstances shall LiveU be liable for any loss or theft of any LiveU Product following delivery to you.
16.4. Shipping and Delivery. You must return any defective Hardware subject to the warranty set forth in this Section 16 in accordance with the requirements for shipping and delivery set forth in Section 9.4 (Sending Returns to LiveU) above. LiveU shall pay shipping charges for delivery of repaired or replaced products (from LiveU to you), provided that if LiveU reasonably deems that the returned products are not subject to this limited warranty, you shall pay all return shipping charges.
17. Disclaimer of Warranties.
17.1. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 16 (Limited Warranty), THE LIVEU PRODUCTS AND THE LIVEU SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND LIVEU DOES NOT MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE LIVEU PRODUCTS OR LIVEU SERVICES, OR THE OPERATION, CONTENT BROADCASTED, CONTINUATION OR SUCCESS THEREOF, THE MATERIALS CONTAINED THEREIN, THE HARDWARE, SERVERS, OR SOFTWARE USED OR THE GOODS OR SERVICES OFFERED BY LIVEU, AND LIVEU EXPRESSLY DISCLAIMS ANY WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LIVEU DOES NOT WARRANT THAT THE LIVEU PRODUCTS OR LIVEU SERVICES WILL MEET THE COMPANY’S REQUIREMENTS OR THAT THEIR OPERATION WILL BE UNINTERRUPTED OR ERROR FREE OR THAT DEFECTS WILL BE CORRECTED.
17.2. LIVEU DOES NOT OFFER A WARRANTY OR MAKE ANY REPRESENTATION REGARDING ANY CONTENT, INFORMATION, OR RESULTS THAT YOU OBTAIN THROUGH THE LIVEU PRODUCTS OR LIVEU SERVICES. YOUR USE OF AND RELIANCE UPON THE LIVEU PRODUCTS, LIVEU SERVICES, CONTENT PROVIDED BY LIVEU AND YOUR DATA (INCLUDING WITHOUT LIMITATION CUSTOMER DATA) AND ANY MARKETING MATERIALS IS ENTIRELY AT YOUR SOLE DISCRETION AND RISK, AND LIVEU SHALL HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER TO YOU IN CONNECTION WITH ANY OF THE FOREGOING. YOU AGREE THAT WE WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES THAT MAY RESULT FROM TECHNICAL PROBLEMS INCLUDING WITHOUT LIMITATION IN CONNECTION WITH THE INTERNET (SUCH AS SLOW CONNECTIONS, TRAFFIC CONGESTION OR OVERLOAD OF OUR OR OTHER SERVERS) OR ANY TELECOMMUNICATIONS OR INTERNET PROVIDERS.
17.3. WITHOUT DEROGATING FROM THE ABOVE, CUSTOMER ACKNOWLEDGES AND AGREES THAT LIVEU IS NOT RESPONSIBLE AND CANNOT CONTROL THE OPERATION OF ANY CELLULAR NETWORK(S) OR THE PASSING OF OR TRANSMISSION OF INFORMATION VIA ANY NETWORKS. NEITHER LIVEU PRODUCTS NOR THE LIVEU SERVICES ARE FAULT-TOLERANT OR DESIGNED OR INTENDED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE, AND LIVEU EXPRESSLY DISCLAIMS ANY LIABILITY OR EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR SUCH USE.
17.4. WHEN A LIVEU PRODUCT IS DELIVERED WITH WIRELESS SERVICE, YOU EXPRESSLY UNDERSTAND AND AGREES THAT YOU HAVE NO CONTRACTUAL RELATIONSHIP WHATSOEVER WITH THE UNDERLYING WIRELESS SERVICE PROVIDER OR ITS AFFILIATES OR CONTRACTORS AND THAT YOU ARE NOT A THIRD PARTY BENEFICIARY OF ANY AGREEMENT BETWEEN LIVEU AND THE UNDERLYING CARRIER. IN ADDITION, YOU ACKNOWLEDGE AND AGREE THAT THE UNDERLYING CARRIER AND ITS AFFILIATES AND CONTRACTORS SHALL HAVE NO LEGAL, EQUITABLE, OR OTHER LIABILITY OF ANY KIND TO YOU, AND YOU HEREBY WAIVE ANY AND ALL CLAIMS OR DEMANDS THEREFORE. CHANGES TO AVAILABILITY (INCLUDING AVAILABILITY IN ANY PARTICULAR COUNTRY), RATE INCREASES, AND CHANGES TO TERMS AND CONDITIONS MADE BY WIRELESS SERVICE PROVIDER(S) MAY BE FLOWED DOWN AND APPLIED BY LIVEU TO YOU, BACK-TO-BACK, WITH PRIOR WRITTEN NOTICE.
17.5. Applicable law may not allow the exclusion of certain warranties, so, to that extent, such exclusions may not apply.
18. Limitation of Liability.
18.1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES SHALL LIVEU BE LIABLE TO CUSTOMER FOR ANY (A) INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (WHETHER SUCH DAMAGES ARE INCURRED BY YOU OR A THIRD PARTY AND EVEN IF SUCH DAMAGES ARE FORESEEABLE OR LIVEU HAS BEEN ADVISED, OR HAS CONSTRUCTIVE KNOWLEDGE, OF THE POSSIBILITY OF SUCH DAMAGES, OR ONE OR MORE REMEDIES FAILS OF ITS ESSENTIAL PURPOSE), WHETHER ALLEGED AS A BREACH OF CONTRACT, TORTIOUS CONDUCT, INCLUDING NEGLIGENCE, OR OTHERWISE, ARISING FROM LIVEU’S PERFORMANCE OR NONPERFORMANCE, PURSUANT TO ANY PROVISION OF THESE TERMS, INCLUDING THE FURNISHING, PERFORMANCE, OR USE OF THE LIVEU PRODUCTS OR LIVEU SERVICES; OR (B) LOSS OF REVENUE OR ANTICIPATED PROFITS; LOST BUSINESS, BUSINESS INTERRUPTION, LOSS OF USE, LOSS OF DATA, OR COST OF COVER.
18.2. WITHOUT DEROGATING FROM THE ABOVE, LIVEU’S AGGREGATE LIABILITY UNDER, ARISING OUT OF, OR CONNECTED TO THESE TERMS AND THE FURNISHING, PERFORMANCE, AND USE OF THE LIVEU PRODUCTS AND THE LIVEU SERVICES FOR ANY LOSSES OF ANY TYPE AND NATURE SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY YOU TO LIVEU WITHIN THE THREE (3) MONTH PERIOD PRIOR TO THE EVENT RESULTING IN LIVEU’S LIABILITY.
19. Support Services Terms and Conditions. LiveU provides Support Services (including upgrades and updates to Software) with respect to the LiveU Products as described in LiveU’s standard Support Services Terms and Conditions, available at www.liveu.tv/supportterms (the “Support Services” and the “Support Terms,” respectively) for a period of one (1) year from the date of the Order Form. Following such period, you may order Support Services as may be offered by LiveU on the Site.
21. Anonymous Information. LiveU may collect, use and publish Anonymous Information (defined below), and disclose it to its third-party service providers, to provide, improve and publicize LiveU’s products and services. “Anonymous Information” means information about use of the LiveU Products or LiveU Services which does not enable identification of an individual, such as aggregated and analytics information about use of the Program. Notwithstanding anything to the contrary, LiveU owns all Anonymous Information collected or obtained by LiveU.
22. Disclosure. LiveU reserves the right to access, read, preserve, and disclose any information that LiveU obtains in connection with the LiveU Products or LiveU Services, or orders placed through the Site, as we reasonably believe necessary to: (i) satisfy any applicable law, regulation, legal process, subpoena or governmental request, (ii) enforce these Terms, including to investigate potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to your support requests, and/or (v) protect the rights, property or safety of LiveU, its users or the public.
23. Export Laws. LiveU Products and/or other technical data may not be used, exported or re-exported, directly or indirectly, in violation of any applicable laws or regulations or used for any purpose prohibited by such laws.
24. Governing Law and Jurisdiction.
24.1. If you are a customer located in North America or South America, these Terms and any disputes between you and LiveU relating thereto shall be governed by the laws of the State of New Jersey, USA, without regard to such State’s conflict of laws rules. You hereby consent to exclusive jurisdiction and venue in any and all disputes hereunder in the competent courts located in Newark, New Jersey.
24.2. For all other customers, these Terms and any disputes between you and LiveU relating thereto shall be governed by the laws of the State of Israel, without regard to its conflict of laws rules. You hereby consent to exclusive jurisdiction and venue in any all disputes hereunder in the competent courts located in Tel Aviv-Jaffa, Israel.
24.3. Notwithstanding anything to the contrary, LiveU may seek injunctive or other equitable relief to prevent or restrain an unauthorized disclosure or use of LiveU Confidential Information or an infringement of LiveU’s intellectual property rights in any competent court in any jurisdiction. In all cases, the United Nations Convention on Contracts for the International Sale of Goods shall not apply.
25. Compliance with Local Law. Without limiting Section 24 (Governing Law and Jurisdiction) above, to the extent that the laws or regulations of a specific jurisdiction (“Local Law”) require the imposition of additional obligations on LiveU or limit or contradict the terms and conditions set forth in these Terms, (for example, in connection with returns or warranty requirements), LiveU, to the extent so required under such laws, shall comply with the applicable Local Law.
26. US Government Users. If you are, represent or are employed by an agency or instrumentality of the United States Government, you agree that the Software and Documentation are “commercial computer software” and “commercial computer software documentation,” respectively; that LiveU’s rights therein are subject to these Terms, pursuant to FAR 12.212 and/or DFARS 227.7202-1 and 227.7202-3, as applicable, or successor regulations; and that rights granted by LiveU shall apply only to the specific agency and program for which the Software and Documentation are obtained.
27. Assignment. You may not assign these Terms, delegate any duty, or assign any right hereunder without the prior written consent of LiveU. Any such attempted assignment or delegation of duty that does not comply with the foregoing shall be null and void.
28. Modifications. We reserve the right, at our discretion, to change the terms and conditions of these Terms with respect to the LiveU Services at any time. Such change will be effective ten (10) days following our sending a notice thereof to you or posting the revised Terms on the Site, and your continued use of the LiveU Services thereafter means that you accept those changes.
29. General. The parties hereto are independent contractors, no agency, partnership or employment is created by these Terms, and nothing herein shall be construed as authorizing either party to bind the other in any way or as constituting an agent or representative of the other. These Terms set forth the entire understanding and agreement between you and LiveU and supersedes all prior agreements, whether written or oral, with respect to the LiveU Products, and may be amended only in a writing signed by each party’s authorized signatories. In the case of an inconsistency or contradiction between this Agreement and any purchase order, this Agreement shall prevail. All section and sub-section headings used in this Agreement are for convenience only, and shall not be relied upon or used in interpreting this Agreement. Any waiver of the provisions of these Terms or of a party’s rights or remedies under these Terms must be in writing to be effective. Failure, neglect, or delay by a party to enforce the provisions of these Terms or its rights or remedies at any time, will not be construed and will not be deemed to be a waiver of such party’s rights under these Terms and will not in any way affect the validity of the whole or any part of these Terms or prejudice such party’s right to take subsequent action. In the event any provision of these Terms is found to be invalid, illegal or unenforceable, the validity, legality and enforceability of any of the remaining provisions shall not in any way be affected or impaired and a valid, legal and enforceable provision of similar intent and economic impact shall be substituted therefor. YOU AGREE THAT ANY CAUSE OF ACTION THAT YOU MAY HAVE ARISING OUT OF OR RELATED TO THE LIVEU PRODUCTS MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.