Table of Contents:
These Member Terms and Conditions (this "Agreement") apply to all users ("you" or "Member") who access and/or use the platform for on-line advice and professional consulting services ("Expert Platform") available on websites at www.LivePerson.com and www.Kasamba.com (each a "Site" and collectively the "Sites"). This Agreement applies with respect to a Member's access and/or use of the Expert Platform regardless of where such Expert Platform is made available.
The Sites are owned and operated by LivePerson, Inc. ("LivePerson").
In addition to the Sites, the Expert Platform, or a portion thereof, may also be made available via third party websites. If you have accessed the Expert Platform, or any portion thereof, via a website operated, managed, maintained or controlled by a third party, your use of such website may be subject to terms and conditions imposed by such third party. LivePerson is not responsible or liable for any terms, conditions, policies, acts or omissions of any such third parties.
YOU AGREE THAT BY USING THE EXPERT PLATFORM YOU ARE AT LEAST 18 YEARS OF AGE AND YOU ARE LEGALLY ABLE TO ENTER INTO A CONTRACT.
This Agreement sets forth and contains the terms and conditions between you and LivePerson. By using any portion of any Site you agree to be bound by this Agreement. You should, therefore, read this Agreement carefully. IF YOU DO NOT AGREE TO BE BOUND BY ANY TERM OF THIS AGREEMENT, DO NOT CONTINUE TO USE ANY PORTION OF ANY SITE. In such case you will not be able to register as a Member or otherwise use the Expert Platform.
LivePerson may modify this Agreement or any part hereof at any time as may be required for the provisions of services on the Sites and for other legitimate business purposes. LivePerson will use commercially reasonable efforts to inform you of any material changes to this Agreement. However, Member is encouraged to check the terms of this Agreement frequently. By using the Expert Platform or a Site (including maintaining your account) after any modifications to this Agreement have been made, Member agrees to be bound by such modified Agreement.
The Expert Platform and Content Made Available via the Expert Platform
The Expert Platform allows Members to locate an Expert and ask questions or request advice and/or services directly from such Expert. LivePerson, via the Expert Platform, enables a Member to negotiate and communicate directly with the Expert and pay for the services purchased by the Member from such Expert (each a "Transaction"). Each Member is solely responsible for every Transaction occurring under his or her account. See also User Name and Password.
Member acknowledges and agrees that Experts are neither employees nor agents nor representatives of LivePerson, and LivePerson assumes no responsibility for any act or omission of any such Expert.
As further described in this Agreement, LivePerson makes no representation or warranty whatsoever as to (a) the accuracy or availability of the Expert Platform or the Sites, (b) the willingness or ability of any Expert to give advice, (c) whether the Member shall find an Expert's advice relevant, useful, accurate or satisfactory, (d) whether the advice of the Expert will be responsive or relevant to the Member's question, or (e) whether the Expert's advice will otherwise be suitable to the Member's needs. LivePerson does not verify the skills, degrees, qualifications, credentials or background of any Experts. It is strongly recommended that the Member independently verify the skills, degrees, qualifications, credentials and background of each Expert from whom he or she receives or contemplates to receive advice or services.
The Expert Platform and Sites may contain financial information provided by third parties. Such content is provided for informational purposes only and is not intended, and should not be used, for trade or investment purposes. Furthermore, the Expert Platform and Sites may include bulletin boards which allow Members to post questions to Experts regarding various topics and allow Experts to volunteer answers to such questions. AS NOTED IN THIS AGREEMENT, LIVEPERSON DOES NOT WARRANT THE VALIDITY, ACCURACY, OR AVAILABILITY OF ANY CONTENT OR EXPERT ADVICE PROVIDED AND LIVEPERSON WILL NOT BE LIABLE FOR ANY DAMAGES SUSTAINED BY MEMBER DUE TO RELIANCE ON ANY SUCH INFORMATION OR ADVICE.
Information furnished by Experts is intended for general information purposes or entertainment purposes only. Any consultation with an Expert via the Expert Platform cannot and does not replace a meeting with a professional. Member is encouraged to verify the information furnished by Experts. Any reliance on such information is done at the Member's full and sole risk and liability.
Additional Terms Related To Interactions With Medical Professionals, Mental Health Professionals, Attorneys And Other Experts In Fields Requiring Licensure And/Or Certification.
This section contains terms that are in addition to (and not in lieu of) any other terms appearing in this Agreement.
If a Member chooses to interact on or through the Expert Platform with any medical professional, mental health professional, physician, attorney or other Expert in a field requiring licensure and/or certification, the Member relationship (as with all other Experts) is strictly with the Expert. LivePerson is not involved in any way with the substance of that relationship or the advice or information given therein, and LivePerson does not validate the information or advice provided to you by such Expert.
The advice or information provided by medical professionals, mental health professionals and physicians is provided for informational purposes only and cannot be considered a substitute for a face-to-face physical examination of the Member by a doctor or other health professional. Members should not rely on or make health decisions based on advice provided by any Expert on the Expert Platform. LivePerson strongly recommends that a Member seeking medical or mental health advice make an appointment for an examination in person with a qualified professional.
The advice or information provided by attorneys and other Experts in fields requiring licensure and/or certification is provided for informational purposes only and cannot be considered a substitute for an in-person meeting.
LivePerson does not review, endorse, recommend, verify or evaluate, or otherwise provide any warranty or guarantee with respect to, any mental health professional, medical professional, physician, attorney or other professional or Expert on the site. Member understands that it is his or her responsibility to check the certification and/or licensing of the medical professional, mental health professional, physician, attorney or other professional Expert with the applicable state licensing board or authorities in the Expert's state or country.
Member understands and agrees that, although a mental or medical health professional, physician, attorney or other professional Expert may have been accessed through Expert Platform or a Site, LivePerson cannot predict or assess the competence of, or appropriateness for Member's needs, of the professional or other Expert. Member also acknowledges and agrees that Member takes full responsibility for the decision to access a medical professional, mental health professional, physician, attorney or other Expert through the Site and to continue to interact with the medical professional, mental health professional, physician, attorney or other Expert, and that the role of LivePerson is strictly limited to providing access to such professionals and other Experts for Member's consideration.
Member hereby releases and agrees to hold harmless LivePerson and its affiliated companies and the directors, officers, employees, agents, successors, advisors, consultants and assigns of any of the foregoing from any and all causes of action and claims of any nature resulting from any act, omission, opinion, response, advice, suggestion, information and/or service of any medical professional, mental health professional, physician or attorney, or any other Expert in a field requiring licensure and/or certification, who may be accessed through the Expert Platform or any Site.
IF YOU ARE THINKING ABOUT SUICIDE, IF YOU FEEL THAT YOU MAY BE A DANGER TO YOURSELF OR TO OTHERS OR IF YOU OTHERWISE HAVE ANY MEDICAL EMERGENCY, PLEASE IMMEDIATELY NOTIFY THE POLICE OR EMERGENCY MEDICAL SERVICES IN YOUR AREA. IN THE UNITED STATES, PLEASE DIAL 911.
Additional Terms Related To Interactions With Experts In The Spirituality & Religion, Home & Leisure, Social Media, Fantasy Sports And Other Entertainment-Related Fields
If a Member chooses to interact with any Expert in the Spirituality & Religion, Home & Leisure, Social Media, Fantasy Sports or other entertainment-related fields, the Member relationship (as with all other Experts) is strictly with the Expert. Any opinion, response, advice, suggestion, prediction, information and/or other service provided by any such Expert is provided for entertainment purposes only.
Member hereby releases and agrees to hold harmless LivePerson, its directors, officers, employees, agents, successors, advisors, consultants, and assigns from any and all causes of action and claims of any nature resulting from any act, omission, opinion, response, advice, suggestion, prediction, information and/or service of any Expert in the Spirituality & Religion, Home and Leisure, Social Media, Fantasy Sports or other entertainment-related fields.
Disclaimer of Warranty
LivePerson does not review, endorse, recommend, verify, evaluate, warrant or guarantee the qualifications, expertise, claims or background of any Expert or any opinion, response, advice, prediction, recommendation, information or other service provided by any Expert. Nothing contained in this Agreement, on the Expert Platform, on any Site, on any third party site or provided otherwise shall be considered as a referral, endorsement, recommendation, verification, warranty or guarantee with respect to (a) any Expert; (b) the Expert Platform; (c) any opinion, response, advice, prediction, recommendation, information or other service provided by any Expert or otherwise made available on the Expert Platform; or (d) the validity, accuracy, availability, completeness, safety, legality, quality or applicability of any content or anything otherwise said or written by any Expert, including any biographical information, qualifications, or other information spoken by any Expert or contained in or made available on the Expert Platform, any Site, any blog or any other forum.
MEMBER ACKNOWLEDGES AND AGREES THAT THE SITES AND EXPERT PLATFORM ARE PROVIDED "AS IS", AND THEREFORE MEMBER WILL NOT HAVE ANY CLAIM OR DEMAND AGAINST LIVEPERSON, ITS AFFILIATES, OR ANY OF THE FOREGOING'S OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, SUB-CONTRACTORS, REPRESENTATIVES OR AGENTS WITH RESPECT TO ANY SITE, THE EXPERT PLATFORM OR ANY EXPERT. THE USE OF A SITE AND THE EXPERT PLATFORM IS AT THE MEMBER'S SOLE RISK. TO THE FULLEST EXTENT OF THE LAW, LIVEPERSON EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SECURITY OR ACCURACY.
LivePerson expressly disclaims all representations and warranties related to information posted or transmitted by Experts. If a Member decides to rely on information provided by an Expert, Member must exercise a high level of care. The Member shall not have any claim or demand against LivePerson, its affiliates, and/or any of the foregoing's officers, directors, shareholders, employees, sub-contractors and/or agents with respect to any service or advice Member receives, uses and/or relies on. LivePerson will not be deemed the provider of any Expert's services or other information acquired through the Expert Platform or the sites. The purchase of the services of any Expert is entirely at the Member's sole risk.
LivePerson does not assume, and will not be liable for: (1) the accuracy or availability of any site or the Expert Platform; or (2) any damages or injury arising from or related to any Site, the Expert Platform and/or any opinion, response, advice, prediction, recommendation, information and/or other service provided or not provided by any Expert.
LivePerson will not be liable for enforcing any agreement that was made between an Expert and a Member, including a Member fee agreement. Member will be solely responsible for any agreement made with an Expert.
In the event of a dispute regarding any Transaction conducted via the Expert Platform or a Site, the Member hereby relieves LivePerson, its affiliates, their respective officers, directors, shareholders, employees, sub-contractors and agents from all manner of actions, claims or demands and from any and all losses (direct, indirect, incidental or consequential), damages, costs or expenses, including, without limitation, court costs and attorneys' fees, which Member may have against one or more of the above.
Limitation of Liability
MEMBER EXPRESSLY UNDERSTANDS AND AGREES THAT LIVEPERSON, ITS AFFILIATES, AND ANY OF THE FOREGOING'S OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, SUB-CONTRACTORS AND AGENTS SHALL NOT BE LIABLE TO ANY MEMBER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, REVENUE, PROFITS, USE, DATA OR OTHER ECONOMIC ADVANTAGE). MEMBER FURTHER EXPRESSLY UNDERSTANDS AND AGREES THAT: (A) LIVEPERSON, ITS AFFILIATES AND THE FOREGOING'S OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, SUB-CONTRACTORS AND AGENTS' AGGREGATE LIABILITY FOR DAMAGES ARISING WITH RESPECT TO THIS AGREEMENT AND ANY AND ALL USE OF THE SITES WILL NOT EXCEED THE TOTAL AMOUNT OF MONEY PAID BY MEMBER TO EXPERTS THROUGH THE APPLICABLE SITE IN THE ONE MONTH PERIOD PRIOR TO THE DATE THE CLAIM AROSE; AND (B) LIVEPERSON DISCLAIMS ANY LIABILITY WITH RESPECT TO ANY CLAIM, SUIT OR ACTION BROUGHT BY AN EXPERT IN CONNECTION WITH PAYMENT FOR SERVICES BY THE MEMBER AND MEMBER AGREES TO INDEMNIFY, DEFEND AND HOLD LIVEPERSON HARMLESS IN CONNECTION WITH ANY SUCH CLAIM. THE FOREGOING LIMITATIONS AND EXCLUSIONS WILL APPLY REGARDLESS OF WHETHER THE CAUSE OF ACTION ARISES IN CONTRACT, IN TORT OR OTHERWISE AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY OR NEGLIGENCE.
In the event applicable law does not allow the limitation of liability as set forth above, the limitation will be deemed modified solely to the extent necessary to comply with applicable law, and the maximum liability to LivePerson will be capped at $10. This section (limitation of liability) shall survive termination or expiration of this Agreement.
Member Affirmation, Conduct and Use
By submitting the Member registration form, you, the Member, represent, warrant and agree to the following:
Fees and Payment
Member shall ensure that all credit card and payment information presented by Member is accurate and correct and kept updated at all times and that Member is fully authorized to use such credit card and payment information for purposes of paying for services made available via the Expert Platform.
Member is solely responsible for paying all fees incurred for the use of the Expert Platform, including each Transaction under the Member's account. See also User Name and Password. Member shall also be responsible to reimburse LivePerson for any expenses incurred by LivePerson to collect fees, including but not limited to any fees resulting from incorrect credit card information or fees incurred under a Member's account disputed in violation of this Agreement.
A Member may make payments by charging the fees to the credit or debit card or the Paypal account on file. Each Member hereby expressly authorizes payments for all fees for each Transaction occurring under the Member's account. Additionally, Member may deposit amounts as reserved funds as part of the Member Account. Deposits may be made via a credit or debit card or Paypal account. Fees will then be deducted from the reserved funds as incurred, either as services are rendered, or promptly after a session with an Expert ends. The reserve funds feature is offered by LivePerson to Members for their convenience and is free for active accounts. LivePerson reserves the right to charge an administrative fee of up to $US5.00 (the "Account Maintenance Fee") each month for inactive reserve funds (i.e., account reserve funds that have not been added to, or used for Transactions) for three or more months, which amounts shall be deducted automatically from the reserve funds. If a Member does not wish to incur the Account Maintenance Fee, the Member may request a refund of the reserve funds by clicking here and typing the word "refund" in the help search bar and filling out the necessary information. No Account Maintenance Fees will be incurred if the reserve fund balance is $US0.00. If Account Maintenance Fees were incurred on reserve funds deposited prior to July 1, 2013, the Member may request a refund of the Account Maintenance Fees charged by clicking here and typing the word "refund" in the help search bar and filling out the necessary information.
LivePerson will use reasonable efforts to process the payments due from the Member according to the terms agreed upon between Member and an Expert within seven (7) working days from the execution date of each transaction. Due to credit card and debit card payment processes, there may be a delay in processing charges. Charges incurred over a several day period may be consolidated and charged as a single charge to the Member's credit card or debit card. As a result, it is recommended that Members keep track of their own usage.
Member is obligated to report to LivePerson in cases when he or she was billed directly by an Expert (i.e. not through LivePerson). Such report should include a description of the service that was rendered by the Expert and the price charged.
Time charges to Members are based on increments of a minute as measured on LivePerson's servers. Charges to Members are rounded up so that any part of a minute is considered a full minute of time charges. LivePerson's billing system is not fault-free; therefore LivePerson shall not be liable for any problems, miscalculations or malfunctions in processing the payments owed by the Member. If the Member thinks that a mistake has occurred he or she may send his or her complaint to firstname.lastname@example.org.
While Members are solely responsible and liable for all uses of the Expert Platform (including, but not limited to, the selection of Experts, communications with Experts and fee arrangements with Experts), and while Members assume the risk that any communications with an Expert may or may not address a Member's questions or otherwise be satisfactory, relevant or acceptable to the Member, in certain limited circumstances LivePerson may elect to refund a payment made by a Member for a communication session with an Expert. The refund process is described at the following link: http://www.liveperson.com/Help/help-answers.aspx?level=2&ID=255.
User Name and Password
When you, the Member, create and open an account with LivePerson, you will be asked to provide a user name and password. You are entirely responsible for maintaining the confidentiality of your password and user name and any other security information related to your account. You will be fully responsible for all activities that occur under your account, user name and/or password. You may not use the account, username or password of someone else at any time. You will immediately notify LivePerson of any unauthorized use of Member's password, user name, e-mail, or any other breach of security. LivePerson encourages Member to change their password at least once a month. LivePerson will not be liable for any loss that you incur as a result of someone else using your account or your password, either with or without your knowledge. LivePerson will hold you liable and responsible for any losses incurred by LivePerson due to someone else's use of your account or password.
The Sites may contain links or other content related to web sites, products and/or services offered by third parties. LivePerson has no control over any such links, content, web sites, products or services or any information provided or transmitted via such links, web sites, products or services, or otherwise provided by any such third party. The Member acknowledges and agrees that LivePerson is not responsible for the availability of such third party links, content, web sites, products or services and will not be responsible or liable for any content, advertising, products or other materials contained therein or the business practices or privacy practices related thereto. The Member warrants and agrees that LivePerson will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such link, web site, content, product and/or service. LivePerson encourages the Member to, at a minimum, be aware when he or she leaves a Site and to review the privacy practices related to third party sites.
LivePerson may include on the Sites advertisements on its own behalf or paid advertisements on behalf of third parties. By clicking on the advertisements, the Member may be redirected to a web site of the advertiser or receive other messages, information or offers from the advertiser.
The Member acknowledges and agrees that LivePerson is not liable or responsible for the content, products or services of such advertisers or the web sites, links, information, messages, offers or privacy practices of such advertisers. The Member is wholly liable for all communications and transactions with advertisers.
Modifications and Termination of Services
LivePerson reserves the right to modify or discontinue, temporarily or permanently, any service in or on the Sites, with or without notice to Member. Member agrees that LivePerson shall not be liable to Member or to any third party for any modification or discontinuance of any service offered by LivePerson, or for any losses or damages that may result to Member or any third party from such discontinuation or interruption of service.
LivePerson's services depend on various factors such as software, hardware and communications networks of LivePerson, its contractors and suppliers. LivePerson does not guarantee that LivePerson's service will be uninterrupted or that it will be timely, secure or error-free.
LivePerson, in its sole discretion and for any reason, may terminate Member's participation in the services and refuse any and all current or future use by Member of the Sites.
LivePerson Intellectual Property
The Sites contain copyrighted material, trade secrets and proprietary information owned by LivePerson or its licensors. This Agreement does not grant to the Member any rights to patents, copyrights, trade secrets, trade names, trademarks (whether registered or unregistered), domain names or any other rights, functions or licenses in respect of the Sites or any material or information appearing on the Sites or any services offered by LivePerson. The Member may not create any derivative work or technology based upon any trade secret, intellectual property, confidential or proprietary information of LivePerson or its licensors. Furthermore, the Member may not sub-license, assign, transfer, sell or make any other commercial use of his or her membership in the Sites.
The Member may not adapt or use any trademark, service mark, trade name, logo or domain name similar to or likely to be confused with those of LivePerson or its licensors, or take any other action that infringes upon or impairs LivePerson's trademark or other intellectual property rights.
LivePerson or its suppliers are the sole owners of all intellectual property, and in particular the copyright, trademarks, database and patents, in the Sites and in any software, application, graphics, text and other materials used therein, including the organization and selection of the materials contained therein. In addition, except as otherwise expressly set forth or provided in this Agreement, LivePerson or its suppliers shall retain all ownership rights in and to all content displayed on the Sites, including copies of data transferred or received by Member through the Sites. This section shall survive expiration or termination of this Agreement.
Legal Requirement to Disclose
LivePerson may disclose Member information including personal information if LivePerson reasonably believes that disclosure is necessary in order to comply with a legal process (such as a court order, subpoena, search warrant, etc.) or other legal requirement of any governmental authority, (ii) would potentially mitigate LivePerson's liability in an actual or potential lawsuit, (iii) is otherwise necessary or appropriate to protect our rights or property, or the rights or property of any person or entity, (iv) to enforce this Agreement (including, but not limited to ensuring payment of fees by Members), or (v) as may be required or necessary to deter illegal behavior (including, but not limited to, fraud).
LivePerson respects the intellectual property of others, and we ask our users to do the same.
LivePerson may, in appropriate circumstances and at its discretion, terminate the account or access of users who infringe the intellectual property rights of others.
If you believe that your work has been copied in a way that constitutes copyright infringement, please provide LivePerson's Copyright Agent the following information:
LivePerson's Copyright Agent for Notice of claims of copyright infringement can be reached as follows:
By mail: Copyright Agent LivePerson, Inc. Legal Department 475 10th Avenue 5th Floor New York, NY 10018
By phone: +1 917 591-3027 By fax: +1 917 591-3027 By email: email@example.com
LivePerson grants Member a limited, nonexclusive, revocable right to use the Sites provided that Member does not copy, modify, create a derivative work of, reverse engineer or otherwise attempt to discover any source code thereof, and provided further that you remain fully compliant with all terms and conditions of this Agreement and all other policies referenced herein or otherwise made available on the Sites.
Member shall defend, indemnify and hold LivePerson, its affiliates and its and their officers, directors, employees, consultants, representatives and agents (collectively, the "Indemnified Parties") harmless from any and all losses, damages, suits, judgments, costs and expenses (including litigation costs and reasonable attorneys' fees) arising out of or in connection with any claim, suit, action, or other proceeding brought against an Indemnified Party related to: (a) any breach of any representation, warranty, covenant or agreement made or to be performed by Member according to this Agreement; (b) Member's refusal to pay for services provided by any Expert; (c) any content Member submits, posts or transmits through a Site and/or the Expert Platform or otherwise provided by Member; and (d) Member's use of any Site and/or the Expert Platform. This section shall survive expiration or termination of this Agreement.
LivePerson may provide notices or other communications to you regarding changes to this Agreement and/or changes to any aspect of the Expert Platform or Sites, by email to the email address that we have on record, by regular mail or by posting on the Site and/or the Expert Platform. The date of receipt shall be deemed the date on which such notice is given. Notices sent to LivePerson must be delivered via express delivery or regular mail to:
LivePerson, Inc. Attn: Legal Department 475 10th Avenue, 5th Floor New York, NY 10018
You shall not assign your rights or obligations pursuant to this Agreement, in whole or in part, whether voluntarily or by operation of law, without the prior, written consent of LivePerson. Any purported assignment without the prior written approval of LivePerson will be null and void and of no force or effect.
Nothing in this Agreement shall be construed as making either party the partner, joint venture, agent, legal representative, employer or employee of the other. Neither party shall have, or hold itself out to any third party as having, any authority to make any statements, representations or commitments of any kind, or to take any action that shall be binding on the other, except as provided for herein or authorized in writing by the party to be bound. This Agreement shall be interpreted only in accordance with the laws of the State of New York (excluding any rules governing choice of laws), and any legal proceeding arising out of this Agreement will occur exclusively in the courts located in New York, New York. This Agreement will be binding and will inure to the benefit of the legal representatives, successors and assigns of the parties hereto. This Agreement (and the policies referenced herein and incorporated by reference) constitutes the entire agreement between LivePerson and Member with respect to the subject matter hereof, and Member has not relied upon any promises or representations by LivePerson with respect to the subject matter except as set forth herein. Persons and entities who live in a territory that is prohibited by law, regulation, treaty or administrative act from entering into trade relations with the United States are not permitted to use or access the Expert Platform or the Sites.
No amendment to this Agreement will be effective unless made in writing. The paragraph headings herein are solely for the sake of convenience and will not be applied in the interpretation hereof. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid, unenforceable, or otherwise contrary to law, the remaining provisions of this Agreement will remain in full force and effect.
Last Updated: June 26, 2013