ACCEPTANCE OF TERMS.
DESCRIPTION OF SERVICES.
As our customer, LivePerson provides you or your company with access to a variety of software and services as well as information, communities, forums and the like on our website (collectively, "Services"). All these Services are subject to the TOU, as revised from time to time.
RIGHTS IN SERVICES.
LivePerson and its suppliers are the sole owners of all the intellectual property, and in particular the copyright, trademarks (including A World of Experts, HumanClick, LiveCall, LiveEngage, LivePerson, LP Marketer, Timpani, and We Humanize the Web; and all related logos), trade secrets, database and patents, in the Services. LivePerson shall retain all ownership in and to Services and, subject to the Agreement, all data transferred or received through the Services.
Use of the Services is governed by the applicable Agreement and this TOU. You and your company shall not use the Services or LivePerson's intellectual property except as specifically authorized under your Agreement and this TOU. Without limiting the foregoing, except as expressly authorized by applicable law or your Agreement, you and your company shall not modify, rent, lease, loan, sell, distribute, transmit, broadcast, publicly perform or create derivative works based on the Services. In addition, you and your company shall not adapt or use any trademark, trade name, or domain name similar to or likely to be confused with that of LivePerson or LivePerson.com, or take any other action which infringes or impairs LivePerson's trademark rights.
Any reproduction, redistribution or use of the Services not in accordance with the Agreement and this TOU is expressly prohibited by law, and may result in severe civil and criminal penalties.
LivePerson may prosecute violators to the maximum extent possible.
If any portion of the Services requires you or your company to register, you and your company must complete the registration process by providing us with current, complete and accurate information as prompted by the applicable registration form. You and your company are entirely responsible for any and all activities that occur under your account.
NO UNLAWFUL OR PROHIBITED USE
As a condition of using the Services, you and your company shall not use the Services for any purpose that is unlawful or prohibited by the Agreement or this TOU or that could create liability for LivePerson. You and your company must not use the Services in any manner that could damage, disable, overburden, or impair any LivePerson server, or the network(s) connected to any LivePerson server, or interfere with any other party's use and enjoyment of any Services. You and your company shall not attempt to gain unauthorized access to any Services, other accounts, computer systems or networks connected to any LivePerson server or to any of the Services, through hacking, password mining or any other means. You and your company shall not operate robots or spiders to scan LivePerson's databases or web pages. You and your company shall not use "deep linking" to LivePerson's web pages.
COMPANY'S COMPLIANCE WITH LAWS
MISUSE OF COMMUNICATIONS
The Services contain message and communication facilities designed to enable you or your company to communicate with others. You and your company agree to use the Services only to post, send and receive messages and material that are proper and permitted by applicable law. By way of example, and not as a limitation, you agree that when using the Services, you and your company will not:
- Violate any law, statute, ordinance or regulation.
- Violate any patent, trademark, trade secret, copyright, right to privacy, publicity, or other proprietary right of any party.
- Reverse engineer, decompile, disassemble or translate or otherwise attempt to derive the source code of any part of LivePerson systems.
- Use the Services in connection with contests, pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited messages (commercial or otherwise) or to commit fraud.
- Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
- Send or otherwise make available any inappropriate, profane, defamatory, obscene, abusive, racist, indecent or unlawful topic, name, material or information.
- Send or otherwise make available any information or material that may constitute or encourage conduct that is a criminal offense or civil wrong, e.g. insider trading information about a company or proprietary or confidential information of a third party.
- Impersonate any person or entity or make any false statements regarding any agency or affiliation with any entity or create a false identity.
- Send, or otherwise make available, including, by way of example, and not as limitation, files that contain images, photographs, software or other material protected by intellectual property laws, copyright or trademark laws (or by rights of privacy or publicity) unless you or your company own or control the rights thereto or have received all necessary consent to do the same.
- Use any material or information, including images or photographs, which are made available through the Services in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party.
- Send files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of another's computer or property of another.
- Falsify or delete any copyright management information, such as author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material that is sent.
- Provide material support or resources (or conceal or disguise the nature, location, source or ownership of material support or resources) to any organization designated as a foreign terrorist organization by the U.S. government.
MONITORING OF THE SERVICE
LivePerson has no obligation to monitor the Services. However, LivePerson reserves the right to review materials sent through the Services and to remove any materials in its sole discretion.
LivePerson does not control or endorse the content, messages or information found in any Services and, therefore, LivePerson specifically disclaims any liability with regard to such content, messages or information.
REMEDIES FOR MISUSE
Without limiting other remedies, LivePerson may limit, suspend or terminate the Services and your company's accounts, delay or remove your company's content, or use other technical and legal measures to stop you and your company from causing harm, if LivePerson believes that your company's activities are creating problems, possible legal liabilities, or acting inconsistently with the letter or spirit of these TOU or LivePerson policies.
EXCEPT AS EXPRESSLY WARRANTED IN THE AGREEMENT, ALL SERVICES ARE PROVIDED "AS IS" AND LIVEPERSON HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE SERVICES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
LIMITATION OF LIABILITY
EXCEPT AS OTHERWISE EXPRESSLY STATED IN THE AGREEMENT, IN NO EVENT SHALL LIVEPERSON OR ITS RESPECTIVE SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE SERVICES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF USE, DATA OR PROFITS OR DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES. THIS DISCLAIMER OF LIABILITY APPLIES TO ALL CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE AND REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
PRIVACY AND PROTECTION OF PERSONAL INFORMATION
TERMINATION BY YOUR COMPANY
If either you or your company wish to terminate the Services for any reason, you must comply with the termination provisions set forth in the Agreement. For the Agreement that is the online EULA, LivePerson's cancellation procedure is stated here.
TERMINATION BY LIVEPERSON
LivePerson reserves the right to terminate your access to any or all of the Services at any time, without notice, for any reason whatsoever.
U.S. GOVERNMENT RESTRICTED RIGHTS
Any software which is downloaded from the Services for or on behalf of the United States of America, its agencies and/or instrumentalities ("U.S. Government"), is provided with Restricted Rights. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in the Agreement and this TOU, as applicable. Manufacturer is LivePerson, Inc.
NOTICES AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT.
LivePerson respects the intellectual property of others, and we ask our customers to do the same. LivePerson may, in appropriate circumstances and at its discretion, terminate the account or access of customers 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:
1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
2. a description of the copyrighted work that you claim has been infringed, including the URL (Web page address) of the location where the copyrighted work exists or a copy of the copyrighted work;
3. a description of where the material that you claim is infringing is located on the site, including the URL;
4. your address, telephone number, and email address;
5. a 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
6. 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.
LivePerson's Copyright Agent for Notice of claims of copyright infringement can be reached as follows:
By mail: Copyright Agent
c/o LivePerson, Inc., Legal Department
475 10th Avenue, 5th Floor
New York, NY 10018
By phone: 917-591-3027 - in the U.S.
By fax: 917-591-3027 - in the U.S.
By e-mail: email@example.com
This TOU will be governed by the laws of the State of New York, without regard to or application of conflicts of law rules or principles, and You hereby consent to the exclusive jurisdiction of the federal and state courts located in New York, New York with regard to any dispute arising out of or related to this TOU. If any provision of this TOU or part thereof is held to be unenforceable, that provision or part thereof will be removed, a substitute provision implied that meets as closely as possible the intent of the severed provision and the remaining provisions will remain in full force. The waiver by LivePerson of any default or breach of this TOU shall not constitute a waiver of any other or subsequent default or breach. You may not assign, transfer or encumber this TOU, by contract or by law, in any way without LivePerson’s prior written consent; any attempted assignment, transfer or encumbrance in violation of the foregoing shall be null and void and of no effect. No person that is not a party to this TOU shall have or acquire any rights by reason of this TOU, nor shall LivePerson have any obligation or liability whatsoever to any such person except as otherwise expressly set forth herein. This TOU constitutes the complete and exclusive understanding and agreement of LivePerson and You relating to the subject matter hereof, and supercedes all prior or contemporaneous understandings, agreements and communications, and or advertising with respect thereto.
CHANGES TO TERMS
LivePerson may change the terms of this TOU from time to time. Any changes will take effect after they are posted. You should check periodically for changes to these terms.
ADDITIONAL TERMS APPLICABLE TO THE USE OF THE LIVEPERSON COMMUNITY PORTION OF THE LIVEPERSON.COM WEBSITE
ACCEPTANCE OF TERMS
Individual sub-communities, spaces and groups of the Community Website may have additional specific term and conditions that will also apply, in addition to those set forth here. LivePerson reserves the right to change, modify, add or remove portions of this Community ToU periodically. Such modifications shall be effective immediately upon posting of the modified Community ToU to the Community Website. Your continued use of the Community Website and/or any tools, services, features and/or material (collectively, “Community Materials”) following the posting of modifications to the Community ToU will mean that You accept those changes and Your continued use of Community Website will be governed by the updated Community ToU. LivePerson reserves the right at any time to modify or discontinue, temporarily or permanently, the Community Website (or any part thereof). LivePerson shall not be liable to You, Your entity, any other user or any third party for any such modification, suspension or discontinuance of the Community Website.
LivePerson Community is an online community of LivePerson customers, including both current and potential customers, members, experts, employees and other third parties. LivePerson Community allows You to participate in discussions and forums related to current and future LivePerson Services. LivePerson Community also allows You to have access to applications that may interoperate with LivePerson Services (“Applications”). LivePerson Community allows you to review, install and download such Applications.
All information, data, text, software, graphics, commentary data, video, messages, or any other materials whatsoever, (collectively, "Data"), is the sole responsibility of the person from whom such Data originated. You are wholly responsible for all Data You download, post or otherwise transmit via the LivePerson Community website. If you use LivePerson Community, you should be aware that any Data you submit there may be read, collected, and used by other users, and could be used to send you unsolicited messages. LivePerson is not responsible for the Data that you choose to submit in the LivePerson Community. LivePerson shall have the right in its sole discretion to refuse, modify or delete any Data that it reasonably considers to violate the terms of the Community ToU or it deems to be otherwise illegal, offensive or indecent. LivePerson may preserve Data and may also disclose Data if required to do so by judicial or government mandate or as reasonably determined useful by LivePerson to protect the rights, property, or personal safety of LivePerson, LivePerson customers, LivePerson Community users or the public. LivePerson does not control or endorse the Data posted to the LivePerson Community website, nor does it guarantee the accuracy or integrity of such Data and as such, You bear all risk associated with reliance on such Data. LivePerson will not be liable in any way for any loss or damage (including but not limited to any loss or damage due to an error or omission of LivePerson) incurred as the result of the use, representation or interpretation of any Data posted, transmitted or made available through LivePerson Community.
USER POSTINGS/LICENSE RIGHTS OF LIVEPERSON
With respect to any Data stored by publicly-accessible LivePerson Community website features such as blogging forums, blogging, libraries, any other data collection feature, the submitting user retains ownership of such content. In each such case, the submitting user grants LivePerson a royalty-free, perpetual, irrevocable, non-exclusive, transferable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such Data (in whole or part) worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed, all subject to the terms of any applicable license. Any Data posted by LivePerson on the LivePerson Community website is and shall remain the sole property of LivePerson and shall be treated as Confidential Information in accordance with the below, and may not be copied, modified, moved, translated, adapted, distributed or displayed without LivePerson’s prior written permission.
You understand and agree that in connection with the LivePerson Community, You may have had or have access to or may have been or be exposed to, directly or indirectly, private or confidential information of LivePerson, including, but not limited to, trade secrets, contractual terms, service records, marketing and business plans and technical information, and any other information that You reasonably should know is confidential ("Confidential Information"). You agree to hold and treat all Confidential Information in confidence, shall use such Confidential Information only in connection with Your exercise of its rights and performance of its obligations hereunder and shall not, without the prior written consent of LivePerson, disclose any Confidential Information except (a) disclosure by the You to its directors, officers, employees, agents and representatives, if any, on a need-to-know basis; (b) to the extent such Confidential Information becomes publicly available without breach of the Community ToU; (c) to the extent such Confidential Information becomes known to You from a source other than LivePerson, other than by breach of a confidentiality obligation; and (d) as may be required by law, applicable regulation or judicial process, provided, however, that if You are required to disclose such Confidential Information by applicable law, regulation or legal process, You shall promptly notify LivePerson of such pending disclosure and consult with LivePerson prior to such disclosure as to the advisability of seeking a protective order or other means of preserving the confidentiality of the Confidential Information.. Notwithstanding the foregoing, this section shall not prevent the communication of Confidential Information (other than contractual terms, including, but not limited to, pricing of the LivePerson Services) by the receiving party to other members of the LivePerson Community solely as part of such party’s participation in the LivePerson Community.
Trademarks or service marks of LivePerson may not be used in any manner without LivePerson’s express prior written consent. LivePerson respects the intellectual property rights of others, and requires that the people who use LivePerson Community website do the same. If You believe that Your work has been copied and is accessible on this site in a way that constitutes copyright infringement, You may notify us by in writing in accordance with the Copyright Policy located at www.liveperson.com.
In addition to the Restrictions set forth above, You shall ensure that You and Your users, will not do any of the following in connection with use of or access to LivePerson Community:
(a) make available or provide any content or information that is confidential, unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, racially, ethnically or otherwise objectionable;
(b) damage, impair, disable, or overburden the LivePerson hosting or expert platform or in any way interfere with LivePerson’s rights or any other user’s use and enjoyment of LivePerson Community;
(c) sell, resell, or offer for any commercial purposes, any portion of LivePerson Community;
(d) impersonate any person or entity, including, but not limited to, a LivePerson official, forum leader, guide or host, or falsely state or otherwise misrepresent Your affiliation with a person or entity or collect or store personal data about other users in connection with the prohibited conduct and activities;
(e) upload, post, email, transmit or otherwise make available any content that You do not have a right to make available under any law or under contractual or fiduciary relationships (including, but not limited to, inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements, including, but not limited to confidential information received from LivePerson pursuant to the LivePerson services);
(f) You may not attempt to gain unauthorized access to any other accounts, computer systems or networks connected to any LivePerson servers, through hacking, password mining or any other means or obtain or attempt to obtain any materials or information through any means not intentionally made available through the Web Sites or Materials;
(g) intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law;
(h) use information obtained from the LivePerson Community (1) to compete with products and services offered by LivePerson or (2) for any other purpose other than for your relationship with LivePerson.
(i) send or otherwise make available any information or material that may constitute or encourage conduct that is a criminal offense or civil wrong, e.g. insider trading information about a company or proprietary or confidential information of a third party;
(j) falsify or delete any copyright management information, such as author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material that is sent; or
(k) provide material support or resources (or conceal or disguise the nature, location, source or ownership of material support or resources) to any organization designated as a foreign terrorist organization by the U.S. government.
LivePerson may enforce the terms of this Community ToU by any legal means, including, but not limited to, warning You of violations, terminating Your ability to use LivePerson Community, editing or removing content You post to the LivePerson Community or prohibiting any behavior that does not comply with this Community ToU. You warrant to LivePerson that You will not use LivePerson Community or any of the content obtained from the LivePerson Community website for any use prohibited by this Community ToU or otherwise unlawful.
You agree that You bear all risks associated with using or relying on Applications, Data or content on the LivePerson Community website. LivePerson does not warrant the accuracy, reliability, completeness, usefulness, non-infringement, or quality of any Application(s), Data or content on the LivePerson Community website and as such, You should perform all the necessary research to determine the risk of using a third party Application, relying on any third party content or Data from the LivePerson Community website (including but not limited to data privacy or security assessments). You acknowledge that LivePerson may or may not moderate or pre-screen Data or other user’s Data.
You agree to indemnify and hold LivePerson and its subsidiaries, affiliates, officers, agents, and employees harmless from any claims by third parties, and any related damages, losses or costs (including reasonable attorney fees and costs), arising out of or related to Data You submit to or publish on LivePerson Community, (ii) Your use of LivePerson Community, (iii)Your breach of the terms and conditions of this Community ToU and (iv) Your alleged violation of any rights of a third party in connection with Your use of the LivePerson Community. LivePerson may, at its sole discretion, assume the exclusive defense and control of any matter subject to indemnification. The assumption of such defense or control by LivePerson, however, shall not excuse You from any of Your indemnity obligations.
FORWARD LOOKING STATEMENTS
Some of the information on the LivePerson Community may contain projections or other forward-looking statements regarding future events or the future financial performance of LivePerson. Words such as "expects," "goals," "plans," "believes," "continues," "may," and variations of such words and similar expressions identify forward-looking statements. In addition, any statements that refer to or may imply future financial performance, our anticipated growth and trends in our businesses, and other characterizations of future events or circumstances are forward-looking statements. All such statements that are not historical facts are based on our current expectations and are subject to a number of risks and uncertainties, and the actual events or results may differ materially. Please refer to the LivePerson’s filings with the Securities and Exchange Commission, specifically, our most recent earnings release and our most recent Form 10-Q or Form 10-K for more information on the risk factors that could cause the actual results to differ materially from those contained in our forward-looking statements.