Date: December 2011
1. ELIGIBILITY. If you are an individual, you must be at least 18 years old and have attained the age of majority in the state, province or country where you live to enter into this Agreement. The Services are intended solely for individuals who are at least 13 years old. Any use or access to the Services by anyone under 13 is strictly prohibited and in violation of this Agreement. We reserve the right to prohibit any individual from using or accessing the Services.
2. SERVICES FEES. The Services are currently made available to you without charge. However, Licensor reserves the right to charge for your use of the Services at any time.
3. LICENSE GRANT. Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, non-transferable, revocable license to use the Services for your personal, non-commercial use only and as permitted by the Services. The Licensor reserves all rights not expressly granted and Licensor may terminate this license at any time for any reason or no reason.
4. LICENSE RESTRICTIONS.
A. The Services are protected by the Intellectual Property Rights laws and International Treaty provisions. Except as expressly provided in this Agreement, Licensor (and our licensors) exclusively owns all title, copyright and the trade secret, patent rights and other intellectual property rights in the Services, including all associated intellectual property rights, and reserve all respective rights not expressly granted to you in this Agreement.
B. You agree that you will not rent, loan, lease or sublicense the Services, use components of Services separately or use the Services to provide services to others. You also agree not to attempt to reverse engineer, decompile, modify, translate, disassemble, discover the source code of, or create derivative works from, any part of the Services. You also agree not to authorize others to undertake any of these prohibited acts.
C. All trademarks, service marks, logos, trade names and any other proprietary designations of Licensor used herein are trademarks or registered trademarks of the Licensor. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties.
5. REGISTRATION. Currently, to access and use the Services, you must register and create an account in Facebook. In the future, to access and use the Services, you may be required to register to create an account with LiveAll (“Account”). During the registration process, you will be required to provide certain personal information and you will establish a username and password. You agree to provide us with accurate and complete information when you register and to keep such information accurate and complete while you use or access the Services. You are solely responsible for maintaining the confidentiality of your username and password and solely responsible and liable for any and all activities that occur with respect to your Account.
Compromise of your username and password on either of your accounts with Facebook or LiveAll may compromise the security of your data. You agree to notify Licensor immediately if you suspect any unauthorized use of your LiveAll Account or access to your password or LiveAll Account. We may suspend or terminate your LiveAll Account if any information provided is inaccurate, not current or incomplete.
6. CONTENT FROM THIRD PARTY SITES. As an Account owner who has registered for the Services, you have the option of granting Licensor access to your accounts with certain social media or third party sites (the “Third-Party Sites”), so that Licensor can capture and make available on such Third Party Sites or Licensor’s site via your Account personally identifiable information about you and other content that you have stored in your account with such Third Party Sites (“User Content”). By granting access to the Third Party Sites via the Services you understand that Licensor will access, make available and store (if applicable) User Content from your Third Party Site account so that it is available and viewable through the Services. We will ask you to choose whether or not to publicly share this User Content on the Services and in such Third Party Sites before Licensor accesses your Third Party Sites account(s). Depending on the Third Party Sites, you choose to access via the Services and in accordance with the privacy settings you have set in your account with the Third Party Site, you can post personally identifiable information to your account on the Third Party Site and such information will also be viewable via the Services. Please note that if the Third Party Site becomes unavailable or terminates our access to your Third Party Site account, any User Content from that Third Party Site will no longer be available or viewable via the Services. You have the ability to disable the connection between the Services and a Third Party Site you've chosen to access via the Services at any time via our Site.
7. ACCOUNT CONTENT. In addition to providing Licensor with access to your User Content as described above, you may post, upload, publish, submit or transmit text, graphics, images, music, audio, video, information or other materials, including comments, to be made available through the Services (together with the User Content, the “Account Content”). By making available any Account Content through the Services, you hereby grant to Licensor a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, make derivative works, and otherwise exploit such Account Content, in whole or in part, in any form, media or technology, whether now known or hereafter developed, only on, through or by means of or for use in connection with the Services, including without limitation for promoting and redistributing part or all of the Services in any media formats and through any media channels. Licensor does not claim any ownership rights in any Account Content and nothing in this Agreement will be deemed to restrict any rights that you may have to use and exploit any Account Content.
You acknowledge and agree that you are solely responsible for all Account Content that you make available through the Services. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all Account Content that you make available through the Services or you have all rights, licenses, consents and releases that are necessary to grant to Licensor the rights in such Account Content, as contemplated under this Agreement, and to grant each user of the Services a non-exclusive license to access your Account Content through the Services, and to use, reproduce, distribute, display and perform such Account Content as permitted through the functionality of the Services and under this Agreement; and (ii) neither the Account Content nor your posting, linking, referencing, uploading, publication, submission or transmittal of the Account Content or Licensor’s use thereof (in whole or in part) on, through or by means of the Services will infringe, misappropriate or violate a third party's patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. If the features of the Services allow you to remove or delete Account Content from the Services, the above licenses granted by you in your Account Content terminate within a commercially reasonable time after you remove or delete such Account Content from the Services. You understand and agree, however, that Licensor may retain, but not display, distribute, or perform, server copies of Account Content that have been removed or deleted. The above licenses granted by you in Account Content for which the Services do not provide you a means to delete or remove are perpetual and irrevocable.
8. INAPPROPRIATE CONTENT. You agree not to post, create, copy, store, transmit, share or distribute any Account Content that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal; (ii) may create a risk of any other loss or damage to any person or property; (iii) seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise; (iv) may constitute or contribute to a crime or tort; (v) contains any information or content that Licensor deems to be unlawful, obscene, malicious, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), fraudulent or libelous, threatening, profane, or otherwise objectionable; (vi) contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets); (vii) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; or (viii) contains any information or content that you know is not correct and current. You agree that any Account Content that you post does not and will not violate third-party rights of any kind, including without limitation any Intellectual Property Rights (as defined below) or rights of privacy or expose Licensor to any actual or potential civil or criminal liability. To the extent that your Account Content contains music, you hereby represent that you are the owner of all the copyright rights, including without limitation the performance, mechanical, and sound recordings rights, with respect to each and every musical composition (including lyrics) and sound recording contained in such Account Content and have the power to grant the license granted below. Licensor reserves the right, but is not obligated, to reject and/or remove any Account Content that Licensor believes, in its sole discretion, violates these provisions. You understand that publishing your Account Content on the Services is not a substitute for registering it with the U.S. Copyright Office, the Writer’s Guild of America, or any other rights organization.
For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
In connection with your Account Content, you affirm, represent and warrant the following: (i) you have the written consent of each and every identifiable natural person in the Account Content to use such person’s name or likeness in the manner contemplated by the Services and this Agreement, and each such person has released you from any liability that may arise in relation to such use; (ii) your Account Content and Licensor's use thereof as contemplated by this Agreement and the Services will not violate any law or infringe any rights of any third party, including but not limited to any Intellectual Property Rights and privacy rights; (iii) Licensor may exercise the rights to your Account Content granted under this Agreement without liability for payment of any fees, residuals, payments, or royalties payable under any collective bargaining agreement or otherwise; (iv) to the best of your knowledge, all your Account Content and other information that you provide to Licensor is truthful and accurate. Licensor takes no responsibility and assumes no liability for any Account Content that you or any other user or third party posts or sends over the Services. You shall be solely responsible for your Account Content and the consequences of posting or publishing it, and you agree that Licensor is only acting as a passive conduit for your online distribution and publication of your Account Content. You understand and agree that you may be exposed to Account Content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose, and you agree that Licensor shall not be liable for any damages you allege to incur as a result of Account Content. Licensor reserves the right in its sole discretion to take any action that it deems necessary if you violate these terms, including suspension or termination of this Agreement and your Account.
9. CONSENT TO ELECTRONIC COMMUNICATIONS. Licensor may be required to send you legal notices and other communications about the Services or our use of the information you provide to Licensor (“Communications”). Licensor will send Communications via email to your registered email address, or will post Communications on its website. By accepting this Agreement, you consent to receive all Communications through these electronic means only and acknowledge and demonstrate that you can access Communications on Licensor’s website.
10. UPDATES. The Services site may require Updates to work effectively. “Updates” may include new features or the removal of features to the Services. Updates will replace previously licensed parts of the Services. These Updates made available to you will be subject to the terms of this Agreement or new or additional terms and conditions. Unless otherwise provided by such additional or new terms and conditions, those Services are governed by this Agreement.
11. FEEDBACK. You may provide feedback, comments or ideas (“Feedback”) to Licensor with respect to the Services. Licensor may use Feedback for any purpose without obligation of any kind. To the extent a license is required under your intellectual property rights to make use of the Feedback, you hereby grant Licensor an irrevocable, non-exclusive, perpetual, royalty free license to use the Feedback in connection with Licensor’s business, including enhancement of the Services.
13. COPYRIGHT POLICY. You may not share, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information belonging to others without obtaining the prior written consent of the owner of such proprietary rights. It is Licensor’s policy to terminate this Agreement if you repeatedly infringe the copyright rights of others upon receipt of prompt notification to Licensor by the copyright owner or the copyright owner's legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Services in a way that constitutes copyright infringement, please provide Licensor with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that you claim has been infringed; (c) a description of where the material that you claim is infringing is located on the Services; (d) your address, telephone number, and email address; (e) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
14. LINKS. Licensor’s website may contain links to third-party websites or resources. You acknowledge and agree that Licensor is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by Licensor of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.
15. CONFIDENTIALITY/NONDISCLOSURE. During the term of this Agreement or any trial or evaluation period, you may be exposed to certain information not generally known to the public that Licensor considers and treats as confidential and proprietary (“Confidential Information”), including but not limited to product serial numbers, registration keys or activation codes, and information that, due to its character or nature, a reasonable person in a like position and under like circumstances would treat as secret and confidential. During the term of this Agreement and at all times after its termination, You agree (i) to hold the Confidential Information in confidence; (ii) not to disclose Confidential Information to any third parties, except for employees and independent contractors who have a “need to know” and who have signed agreements containing disclosure and use restrictions no less stringent than those in this Section; and (iii) not to use Confidential Information for any purpose except as required to perform under this Agreement.
16. SERVICE CONDITIONS. Licensor uses reasonable efforts to make the Services available at all times. However, Licensor does not guarantee availability, shall not have any liability to you for any unavailability or interruptions, and is under no obligation to provide you with maintenance, technical support or updates for the Services. Licensor reserves the right to suspend access to your Account if you engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the Services in any medium, including without limitation by any automated or non-automated “scraping”; (ii) using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Services in a manner that sends more request messages to the Services servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser; (iii) transmitting spam, chain letters, or other unsolicited email; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Services; (v) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (vi) uploading invalid data, viruses, worms, or other software agents through the Services; (vii) collecting or harvesting any personally identifiable information, including account names, from the Services; (viii) using the Services for any commercial solicitation purposes; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (x) interfering, disrupting, impeding or otherwise negatively impacting the proper working or operation of the Services or use of the Services by other users; (xi) accessing any content on the Services through any technology or means other than those provided or authorized by the Services; or (xii) bypassing the measures that Licensor may use to prevent or restrict access to the Services, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Services or the content therein.
17. DISCLAIMER OF WARRANTIES. THE SERVICES ARE PROVIDED "AS IS," "WHERE IS," "AS AVAILABLE," "WITH ALL FAULTS" AND, TO THE FULLEST EXTENT PERMITTED BY LAW, WITHOUT WARRANTY OF ANY KIND. WE AND OUR LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SERVICES INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE, AND ANY WARRANTIES REGARDING QUIET ENJOYMENT, QUALITY OF INFORMATION, SECURITY, RELIABILITY, TIMELINESS, AVAILABILITY OF YOUR ACCOUNT CONTENT AND PERFORMANCE OF THE SERVICES. WE DO NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SERVICES WILL BE CORRECTED, OR THAT ENCRYPTION ALGORITHMS, ASSOCIATED KEYS AND OTHER SECURITY MEASURES WILL BE SECURE OR EFFECTIVE. YOU UNDERSTAND AND AGREE THAT YOUR USE AND ACCESS OF THE SERVICES IS AT YOUR SOLE DISCRETION AND RISK AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER, SOFTWARE AND THE LOSS OF DATA THAT RESULTS FROM THE USE THEREOF. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSOR SHALL CREATE ANY ADDITIONAL WARRANTIES OR IN ANY WAY INCREASE THE SCOPE OF LICENSOR’S OBLIGATIONS HEREUNDER. YOU HEREBY WAIVE ANY AND ALL CLAIMS, NOW KNOWN OR LATER DISCOVERED, THAT YOU MAY HAVE AGAINST LICENSOR AND ITS AFFILIATES, SUPPLIERS AND LICENSORS ARISING OUT OF YOUR USE OF THE SERVICES. YOU ACKNOWLEDGE AND AGREE THAT THE SERVICES DO NOT OPERATE OR CONTROL THE INTERNET AND THAT (I) VIRUSES, WORMS, TROJAN HORSES, AND OTHER UNDESIRABLE DATA, OR SOFTWARE, OR (II) UNAUTHORIZED USERS (E.G., HACKERS) MAY ATTEMPT TO OBTAIN ACCESS TO AND DAMAGE YOUR DATA, WEB SITES, COMPUTERS, OR NETWORKS. WE SHALL NOT BE RESPONSIBLE FOR SUCH ACTIVITIES. YOU ACKNOWLEDGE AND AGREE THAT WE WILL NOT BE RESPONSIBLE FOR ANY INCORRECT OR INACCURATE CONTENT UPLOADED TO THE WEBSITES OR IN CONNECTION WITH THE SERVICES, WHETHER CAUSED BY USERS OF THE SERVICES OR BY ANY OF THE EQUIPMENT OR PROGRAMMING ASSOCIATED WITH OR UTILIZED IN THE SERVICES. YOU ACKNOWLEDGE AND AGREE THAT WE ARE NOT RESPONSIBLE FOR ANY PROBLEMS OR TECHNICAL MALFUNCTION OF ANY TELEPHONE NETWORK OR LINES, COMPUTER ONLINE SYSTEMS, SERVERS OR PROVIDERS, COMPUTER EQUIPMENT, SOFTWARE, FAILURE OF ANY EMAIL OR PLAYERS DUE TO TECHNICAL PROBLEMS OR TRAFFIC CONGESTION ON THE INTERNET OR ON ANY OF THE SERVICES OR COMBINATION THEREOF. YOU ARE SOLELY RESPONSIBLE FOR THE SECURITY AND INTEGRITY OF YOUR DATA AND SYSTEMS. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH USERS OF THE SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES. YOU ACKNOWLEDGE THAT LICENSOR DOES NOT SCREEN OR INQUIRE INTO THE BACKGROUND OF ANY USERS OF THE SERVICES, NOR DOES LICENSOR MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SERVICES. LICENSOR MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE SERVICES OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE SERVICES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES. LICENSOR RESERVES THE RIGHT, BUT HAS NO OBLIGATION, TO MONITOR DISPUTES BETWEEN YOU AND OTHER USERS AND SHALL HAVE NO LIABILITY FOR YOUR INTERACTIONS WITH OTHER USERS OR FOR ANY USER’S ACTION OR INACTION.
18. CONSUMER DATA PROTECTION AND CERTAIN EXCEPTIONS. SOME COUNTRIES, STATES AND PROVINCES, INCLUDING MEMBER STATES OF THE EUROPEAN ECONOMIC AREA, DO NOT ALLOW CERTAIN EXCLUSIONS OR LIMITATIONS OF LIABILITY, SO THE ABOVE EXCLUSION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES AND DISCLAIMERS OF WARRANTIES MAY NOT FULLY APPLY TO YOU. YOU MAY HAVE ADDITIONAL RIGHTS AND REMEDIES. SUCH POSSIBLE RIGHTS OR REMEDIES, IF ANY, SHALL NOT BE AFFECTED BY THIS AGREEMENT. The Services operate by forwarding certain information, including Account Content, to Licensor owned or controlled servers to post on Licensor’s website. As a condition of using the Services and by accepting this Agreement, you represent and warrant that: (i) You are legally permitted and authorized to access, and to provide Licensor with access to, the Account Content and other information and agree to provide Licensor with evidence of such authorization upon request; (ii) you authorize Licensor to act as your data processing agent and at your discretion; (iii) you undertake to inform the source of the Account Content or information you provide to us to the extent required by local law, of the scope and purpose of the Services, which may entail the transfer and processing of Account Content outside the European Union, which may not ensure an adequate level of protection; and (iv) you agree that you are responsible for deciding if and how you use the Services. Information relating to data processing and technical and organizational processes are described in the relevant accompanying documentation. In the event of any breach of the representations and warranties in this Section, Licensor may with prior notice and without prejudice to its other rights, suspend the performance of the Services until You can show to Licensor’s satisfaction that any such breach has been cured. The use of the Services may be subject to data protection laws or regulations in certain jurisdictions. You are responsible for determining how and if you need to comply with those laws or regulations.
19. INDEMNIFICATION. You are solely responsible and liable for your conduct and your data or content related to the Services. You agree to indemnify, defend and hold the Licensor, its affiliates, and their respective officers, directors, employees, agents, licensors, and suppliers harmless from and against all claims, liabilities, losses, expenses, damages, and costs, including but not limited to reasonable attorneys' fees, resulting from (i) a violation or breach of this Agreement by you, (ii) any activity related to access or use of your Account (including but not limited to negligent or wrongful conduct) by you or any other person accessing or using your Account and/or files, or (iii) Licensor’s authorized use of data, files or other content provided by you or obtained by Licensor as authorized by you under this Agreement.
20. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL LICENSOR OR ITS AFFILIATES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY COST TO PROCURE SUBSTITUTE SERVICES OR DATA, OR ANY DIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, EXEMPLARY, OR ANY OTHER DAMAGES, INCLUDING DAMAGES FOR PERSONAL INJURY, LOST PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR LOST REVENUES, ARISING OUT OF YOUR USE OR INABILITY TO USE THE sERVICES OR YOUR USE OF DATA OR FILES STORED THEREIN, EVEN IF licensor HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES (WHETHER SUCH DAMAGES ARISE IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR OTHERWISE)). IN ANY CASE AND WITHOUT LIMITING THE FOREGOING, THE ENTIRE LIABILITY OF licensor AND ITS AFFILIATES, SUPPLIERS AND LICENSORS FOR ALL DAMAGES OF EVERY KIND AND TYPE (WHETHER SUCH DAMAGES ARISE IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE) SHALL not exceed one hundred united states dollars ($100). THE FOREGOING TERMS SET A LIMIT ON THE AMOUNT OF DAMAGES PAYABLE AND ARE NOT INTENDED TO ESTABLISH LIQUIDATED DAMAGES.YOU EXPRESSLY RECOGNIZE AND ACKNOWLEDGE THAT SUCH LIMITATION OF LIABILITY IS AN ESSENTIAL PART OF THIS AGREEMENT AND IS AN ESSENTIAL FACTOR IN ESTABLISHING THE PRICE OF THE SERVICES AND YOU ACKNOWLEDGE THAT WITHOUT YOUR AGREEMENT TO THESE LIMITATIONS, licensor WOULD NOT BE ABLE TO OFFER YOU THE RIGHT TO use THE SERVICEs AT NO CHARGE. YOU AGREE THAT NO CLAIM SHALL BE BROUGHT UNLESS YOU HAVE NOTIFIED licensor WITHIN ONE MONTH OF SUCH CLAIM ARISING. THIS SECTION DOES NOT SEEK TO LIMIT OR EXCLUDE THE LIABILITY OF licensor OR ITS SUPPLIERS IN THE EVENT OF DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE OR FOR FRAUD OR FOR ANY OTHER LIABILITY FOR WHICH IT IS NOT PERMITTED BY LAW TO EXCLUDE.
21. BACK-UP. For as long as you use the Services, you agree regularly to back-up your data, programs and files on a separate media. You acknowledge that the failure to do so may cause you to lose data, programs and files in the event that any error in the Services causes problems and that Licensor is not responsible for any such loss of data.
22. TERMINATION. Licensor may permanently or temporarily terminate or suspend your rights under this Agreement immediately and without notice and liability for any reason upon the earlier of the following: (a) Licensor’s discontinuance of the Services, (c) failure to comply with any material term or condition of this Agreement, (d) you are using the Services in a manner not intended or in violation of law, or (e) you no longer consent to electronic Communications. Licensor also reserves the right to change the Services or features of the Services or create usage limits for the Services. If any third party makes an intellectual property infringement claim relating to the Services, Licensor reserves the right to immediately terminate your Account.
23. EFFECT OF NON-RENEWAL OR TERMINATION. Upon any termination or cancellation of your Account or the Services (i) the license granted herein will automatically and immediately terminate and you will have no further right to possess or use the Services, (ii) the Services may be disabled by Licensor without notice to you, and (iii) you will no longer have the right to access or retrieve your data or content that you submitted on or that you access via the Services. You acknowledge and agree that Licensor’s is to automatically and irreversibly delete all such data upon termination or your Account and that it is solely your responsibility to seek another source for your needs. Licensor is under no obligation to give you opportunity to download your files or content or materials prior to termination. Upon termination for any reason or no reason, you continue to be bound by terms of this Agreement.
24. COMPLIANCE WITH LAWS. You agree to comply with any local, state, national and international laws and regulations regarding your right to use the Services. You acknowledge and agree that your use of the Services may be subject to audit to ensure compliance with this Agreement. Licensor cooperates with government and law enforcement officials and private parties to enforce and comply with the law. Licensor will disclose any information about you to government or law enforcement officials or private parties as Licensor, in its sole discretion, believes necessary or appropriate to respond to claims and legal process (including but not limited to subpoenas), to protect the property and rights of Licensor or a third party, to protect the safety of the public or any person, or to prevent or stop any activity Licensor may consider to be, or to pose a risk of being, illegal, unethical, inappropriate or legally actionable.
25. GOVERNING LAW. You agree that: (i) the Services shall be deemed solely based in California; and (ii) the Services shall be deemed a passive one that does not give rise to personal jurisdiction over the Licensor, either specific or general, in jurisdictions other than California. This Agreement shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Except as otherwise agreed between the parties, any claim or dispute between you and the Licensor that arises in whole or in part from the Services shall be decided exclusively by a court of competent jurisdiction located in Santa Clara County, California.
26. GENERAL. This Agreement constitutes the entire agreement between you and the Licensor. Unless your use of the Services is subject to an existing, written contract signed by the Licensor, this Agreement supersedes any prior agreement or understanding, whether written or oral, relating to the subject matter of this Agreement. In the event that any provision of this Agreement is found invalid, that finding will not affect the validity of the remaining parts of this Agreement. The failure to enforce or the waiver by either party of a default or breach of the other party shall not be considered to be a waiver of any subsequent default or breach. Licensor may assign or subcontract some or all of its obligations under this Agreement to qualified third parties or its affiliates and/or subsidiaries, provided that no such assignment or subcontract shall relieve Licensor of its obligations under this Agreement. You may not assign this Agreement or any right under this Agreement to any party, including any affiliate, without written approval from Licensor; any purported assignment by you shall be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.
27. QUESTIONS. If you have a question about the Services, visit: www.liveall.com. Direct all questions about this Agreement to: email@example.com.