IMPORTANT-READ CAREFULLY: LIVEU SELLS THE PRODUCTS AND SERVICES REFERRED TO IN THIS AGREEMENT ONLY ON THE CONDITION THAT THE CUSTOMER ACCEPTS ALL THE TERMS AND CONDITIONS THAT ARE WRITTEN BELOW. This is a legal contract. LiveU is willing to sell you the products and services covered by this order only if you accept these terms and conditions. By clicking on the “I AGREE” button or by installing, or using the products and/or services, you accept and agree to be bound by these terms and conditions. By agreeing to be bound by these terms and conditions, you also represent that you have the authority to act on behalf of and bind your company or other legal entity to these terms; and are binding your company or other legal entity to these terms, in which case the terms “company” and “you” in this paragraph refer to such entity. If you do not wish to be bound by these terms and conditions or do not have the authority to agree to on behalf of your company or other legal entity, click the “I DO NOT AGREE” button, and do not access or use the products or services. This contract is between Company/You and LiveU, Inc. These terms and conditions contain a limitation of liability and dispute resolution clause. PLEASE READ THIS AGREEMENT CAREFULLY.
1. First, congratulations on buying LiveU Solo. We are sure that you are going to find it extraordinary. What follows are terms and conditions that apply to Solo, LiveU’s LRT Cloud-based bonding service (which we will call “LRT” below), and our Starter Package consisting of modems and SIM cards (which we will call “Starter Package” below). If you only have Solo, then the LRT and Starter Package terms don’t apply to you. If you have Solo and LRT (and not the Starter Package) then only those terms apply to you. If you have Solo and the Starter Package (you then automatically have LRT too), then all terms apply.
2. Solo will be delivered to you in the way indicated on the website where you purchased the unit. Our LRT service is delivered through a web-browser. We will ship you the Starter Package by a shipping method of our choice. So long as you have LRT service or the Starter Package, you may contact our help-desk by email or through our customer portal for technical support.
3. We warrant to you that the Solo and modem hardware will perform materially in accordance with the functions described in our standard documentation for ninety (90) days from the date of delivery to you, subject to you providing us with notice of any defect during the warranty period. If there is defect, your exclusive remedy and our entire liability under this warranty will be, at our option, to repair or replace the Solo unit, LRT service, or Starter Package at no charge or to refund the purchase price to you. This warranty does not apply to: (a) damage caused by accident, abuse, mishandling, misuse, liquid contact, problems with electric power, or other external cause; (b) damage caused by service, modification, alteration, or addition by anyone other than LiveU; (c) damage caused by use with a third party product not supplied by LiveU; (d) exterior damage, including broken screens, or consumable parts, such as batteries, unless failure has occurred due to a defect in materials or workmanship; or (e) defects caused by normal wear and tear. The warranty set forth above extends to you only and may be invoked by you only. This warranty does not apply to the extent a performance issue arises out of or is related to the performance of any cellular, internet, or other third party network or infrastructure, to cellular or bandwidth availability, or otherwise due to external interference and LiveU shall have no liability due to the performance or failure of any such network or infrastructure. Solo and any other products and services provided by LiveU are not fault-tolerant or designed or intended for use in hazardous environments requiring fail-safe performance and LiveU expressly disclaims any express or implied warranty of fitness for such use and any liability arising out of or connected to such use. No warranty is provided that any LiveU products, services, or systems meet the legal, regulatory, or other requirements applicable to you. EXCEPT AS SET FORTH ABOVE, LIVEU MAKES NO WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY. LIVEU SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
4. When you purchase Solo, title to the Solo hardware passes to you after you make full payment. Any software supplied by LiveU is licensed, not sold, under a limited, nonexclusive and nontransferable license to use such software, as an integrated part of Solo (when delivered as an embedded or integrated part) or otherwise solely for the purpose of making authorized use of the LiveU Solo, in connection with your own video uplink requirements. Such license does not include source code. Software supplied to you is LiveU Confidential Information. LRT is provided under a non-exclusive, non-transferable, time-limited authorization to access and use the LRT service for your own broadcasts during the period covered by your purchase of the LRT service. LiveU and its licensors will retain control of and all rights in and ownership of the LTR service, including, without limitation, the underlying software applications, source code, processes, methods, logic, format, content, organization, graphics, design, compilation, structure, technology and other related components (including the LiveU portal and website) and any improvements, modifications, and changes thereto. Modems and SIMs provided as part of the Starter Package may be used only during the period covered by your purchase of the Starter Package and only with your Solo and not with any other device.
5. Except for the limited rights and authorizations expressly granted in this Agreement, all right, title, and interest in the Solo, LRT, and Starter Package, and their components and any modifications or improvements to any of these, including to the intellectual property, are owned exclusively by LiveU and its licensors. You may not decompile, disassemble, or reverse engineer, benchmark or make any additions or modifications to Solo, LRT, or the Starter Package or bypass any operational element of or exceed the authorization to use these; write or develop any derivative software or product based upon all or any part of the Solo, LRT, or Starter Package; upload, introduce, or otherwise use with the Solo, LRT, or Starter Package materials containing viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; provide the LRT or Starter Package to others to use; or use the Solo, LRT, or Starter Package in violation of any statute, regulation, rule, or other legal requirement. You may not export or re-export the Solo, LRT, or Starter Package without all necessary United States and foreign government licenses and approvals. You represent that you are not named on any US government list of persons or entities prohibited from receiving exports and you may not permit any party to access or use the Solo, LRT, or Starter Package in violation of any US export embargo, prohibition or restriction.
6. LIIMITATION ON LIVEU’S LIABILITY. TO THE FULL EXTENT PERMITTED BY LAW, LIVEU WILL NOT UNDER ANY CIRCUMSTANCES BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, COST OF COVER OR RE-PROCUREMENT OR INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR LIVEU PRODUCTS AND SERVICES, WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORTIOUS CONDUCT, INCLUDING NEGLIGENCE, OR OTHERWISE, EVEN IF LIVEU HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LIVEU'S MAXIMUM LIABILITY (INCLUDING FOR ALL DAMAGES, COSTS, LIABILITIES, AND OTHER AMOUNTS) UNDER THIS AGREEMENT AND IN CONNECTION WITH OR ARISING OUT OF THE FURNISHING, PERFORMANCE OR USE OF THE LIVEU PRODUCTS AND SERVICES, WILL NOT, UNDER ANY CIRCUMSTANCES, EXCEED IN THE AGGREGATE, THE PURCHASE PRICE ACTUALLY PAID BY YOU FOR THE PRODUCTS AND SERVICES DIRECTLY INVOLVED IN THE ACTION OR EVENT GIVING RISE TO THE LIABILITY. THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION SHALL APPLY EVEN IF ONE OR MORE REMEDIES FAILS OF ITS ESSENTIAL PURPOSE.
7. When you purchase the Starter Package, you expressly understand and agree that you have no contractual relationship whatsoever with the underlying wireless service provider or its affiliates or contractors (together referred to in the rest of this Agreement as “Carrier”) and that you are not a third party beneficiary of any agreement between LiveU and the Carrier. The Carrier has no responsibility for providing support or customer service of any kind to you. In addition, you acknowledge and agree that the Carrier shall have no legal, equitable, or other liability of any kind to you and you hereby waive any and all claims or demands therefore. Without derogating from the foregoing, in no event shall Carrier be liable for any cost, delay, failure, disruption of the wireless service, lost profits, or incidental, special, punitive, or consequential damages or will the total liability of Carrier exceed the amount charged to you for the wireless service. The Carrier controls and limits liability and obligations associated with their wireless service, including according to the laws, rules, and regulations applicable to the Carrier and changes to service availability (including availability in any particular country), rate increases, changes to the methods or measures used to track, calculate, or charge for service or usage, service or data use limits, and changes to the terms and conditions made by each Carrier, including if the Carrier slows, throttles, suspends, or terminates service, may be flowed down and applied by LiveU to you back-to-back. Carrier service may be temporarily limited or interrupted due to natural or artificial conditions or due to usage concentrations, upgrades, or other modifications or repairs. The Carrier does not guarantee the security of transmissions. Numbers provided to you remain under the control of the Carrier, you have no property or other rights in any number and you may be required to change numbers from time-to-time.
8. Either party may terminate this Agreement if the other party is in material breach of any term, condition or provision of this Agreement. In addition, LiveU may limit, slow, or terminate your LRT and/or Starter Package if, (i) in LiveU’s sole judgment, you take actions that harm LiveU’s or any third party’s infrastructure, products, or services or use the LiveU products or services in violation of any law, regulation, ordinance, or other governmental requirement; or (ii) the Carrier or any other LiveU infrastructure provider limits, slows, or terminates their service to LiveU or related to your use or requests that LiveU do so. In the event you do not make payment when payment is due to LiveU, in addition to LiveU’s other rights, you will be responsible for the costs associated with collecting the outstanding amounts, including reasonable attorney's fees. Sections 4, 5, 6, 7, 8, 10 and 11 will survive expiration or termination of this Agreement.
9. LRT relies upon the availability and service of the data center where it is hosted (“Host Data Center”). The current Host Data Center has its own acceptable use policy (set forth at http://aws.amazon.com/aup/). Each Carrier also has its own acceptable use policies and network rules (which can be found on-line or we will provide you with a copy if you request them in writing). Use of LRT and the Starter Package must comply with the Acceptable Use Policy and rules of the Host Data Center and Carrier such policies which are incorporated here by reference. These parties may modify their Acceptable Use Policies with prior notice (which may be website notice). You must keep any log-in credentials, passwords, and/or private keys provided to you confidential and secured and these may be used only for your use and may not be sold, transferred, or sublicensed. You are responsible for use of the log-in credentials, passwords, and/or private keys provided to you. LiveU will have no responsibility or liability for service level, security, backup, or other failures of the Host Data Center or Carrier including changes to or the discontinuance or deprecation of its service. LiveU may change its Host Data Center or Carriers in which case the foregoing shall apply to the replacement service.
10. This Agreement contains the entire agreement between us. If any part of this Agreement is determined by a court to be invalid or unenforceable, that part will be deemed stricken and the remainder of this Agreement will continue in full force and effect insofar as it remains a workable instrument to accomplish the intent and purposes of the parties. This Agreement may not be assigned or otherwise transferred by you, in whole or in part. Any assignment or transfer made contrary to the foregoing shall be null and void.
11. This Agreement will be governed by and construed in accordance with the laws of the State of New Jersey without regard to principles of conflict of laws and without regard to the United Nations Convention on the International Sale of Goods or the Uniform Computer Information Transactions Act as enacted in any state. The parties agree that the federal and state courts of or located in the State of New Jersey shall have exclusive jurisdiction over any action arising out of or relating to this Agreement, including the validity, construction and performance of this Agreement, and waive objection to venue in these courts, and any such action shall be brought and prosecuted only in these courts. Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or connected to this Agreement.