Thank you for using LivePerson’s APIs and/or software development kits and the related documentation, data, code, sample applications and other material (collectively, “APIs”). By accessing and/or using our APIs, you are agreeing to comply with these terms, any additional terms we require, and any terms within the related API materials made available in GitHub, in our developer community, on our website or elsewhere (collectively, the “Terms”). These Terms also apply to any prior use of, or access to, the APIs by you. You represent and warrant that you have the authority to bind the entity you represent to these Terms; if you do not have such authority, you are not authorized to access the APIs or accept these Terms on behalf of that entity. Under these Terms, “LivePerson,” “we,” “our” or “us” refers to LivePerson, Inc. and any of its affiliated entities or subsidiaries that may provide the APIs to you on behalf of LivePerson, Inc., and “you,” “your company” or “your” means you and the company or entity that you represent.
- Your Account and Profile. You may be required to provide contact information (such as identification or contact details) to LivePerson when initially accessing the APIs and/or for continued use of the APIs. You represent and warrant that any information you provide to us is accurate and complete, and that you will keep this information current and notify us if it needs to be updated. You agree that you will not mask or misrepresent your identity or sell, transfer, sublicense or provide your account credentials to another party. We reserve the right to immediately terminate or suspend your access to the APIs if you violate these restrictions.
- License. Subject to these Terms, LivePerson grants you during the term a limited, revocable, non-exclusive, royalty-free, non-transferable, non-sublicensable, non-assignable license to: (i) access and use the APIs and related documentation: (a) to integrate the APIs (including building, testing and supporting the integration) with your websites, applications and other systems or products and/or any third party application or platform pre-approved by LivePerson in writing; and (b) for early access pilots or trials of any alpha, beta or early access APIs before they are made generally available, if offered by LivePerson in its sole discretion; (ii) use any software code associated with a sample application only for the relevant APIs provided by LivePerson; and (iii) display all attributions, including as required in the API documentation, for LivePerson’s trade names, trademarks, service marks, logos and other brand features for the purpose of promoting your use of the APIs.
- License Restrictions. You may not (or allow or enable others to):
- Modify, copy, decompile, disassemble, reverse engineer or attempt to derive source code, trade secrets or know-how in any APIs or other LivePerson intellectual property or any portion thereof;
- Sublicense, sell or distribute any APIs or other LivePerson intellectual property to any third party;
- Use the APIs to store or transmit any malicious code, malware or viruses;
- Violate the license grant or restrictions set forth in this Section 2;
- Exceed, circumvent or attempt to circumvent or exceed: (i) a volume limitation on calls to the APIs of 100 daily calls per API for early access, alpha or beta pilots or test/sandbox accounts; or (ii) a test/sandbox account number limitation of 5;
- Interfere with or disrupt or disable the features, functionality, integrity or performance of the APIs or the servers or networks providing the APIs;
- Remove, modify or alter any LivePerson terms or any links to our notices, including those available on http://www.liveperson.com/policies/copyright;
- Use the APIs or LivePerson’s intellectual property or Confidential Information to replicate or compete with LivePerson’s products and services; or
- Assist, enable or provide a third party with access to the APIs for use with a product or service that competes with LivePerson’s products and services.
- Make any statement regarding your use of an API that suggests partnership with, sponsorship by, or endorsement by LivePerson, or use LivePerson’s trademark, trade names or intellectual property for publicity purposes, in each case without LivePerson’s prior written approval.
- Proprietary Ownership. Except as provided in Section 2(a), LivePerson retains all right, title and interest in and to the APIs and all other LivePerson intellectual property including, without limitation, applications, products, software, code, systems, methodologies, technology, know-how and data generated by LivePerson systems, and all derivative works, enhancements and modifications of the foregoing. You will not claim proprietary rights in or to the APIs or any other LivePerson intellectual property. If you provide us with any ideas, suggestions, comments or other feedback, we may freely use, reproduce, license, distribute and otherwise exploit this information without any further obligation to you.
- Content. Some of our APIs allow you to submit or pass through content to us. Before you submit content to our APIs, you will ensure that you have obtained all necessary rights (including the necessary rights from your end users) to grant us a perpetual, irrevocable, worldwide, sublicensable, royalty-free and non-exclusive license to use, host, store, modify, communicate and publish all content you submit, post or display to or from the APIs in order to, among other things, provide, secure and improve the APIs (and the related services) only in accordance with our privacy policies.
- Open Source Software. Some of the software and/or code included in the APIs may be made available to you under an open source license that constitutes a separate written agreement between you and the open source software provider. To the extent the open source license varies or supersedes these Terms, the open source license constitutes your agreement with us and the open source provider for the applicable open source software. You are responsible for ensuring that you (and will ensure that your end users) comply with all terms under an open source license in connection with your use of the APIs, including, without limitation, any requirements LivePerson publishes in the documentation for the relevant API(s).
- Fees. LivePerson reserves the right to charge fees for future use and/or access to any APIs that LivePerson currently makes available at no additional cost. Fees for all other APIs shall be at LivePerson’s then-current rates and are payable within thirty (30) days from the date of the invoice, unless otherwise set forth in a separate agreement between you and us.
- Security. You will use industry standard security measures to protect customer information collected by or passed through the APIs from unauthorized access or use and will promptly report to us and to your end users any unauthorized access or use of such information. You will promptly report any security deficiencies in, or intrusions into, your systems, websites and applications, including any unauthorized access to or use of your account or your content, in writing to us. You will work with us to correct any security deficiency and will immediately disconnect any intrusions or intruders. You agree not to make any public statements regarding such deficiencies or intrusions without prior written and express permission from us.
- Updates and Support. LivePerson may elect to provide API support, updates or modifications from time to time, and may terminate such support, updates or modifications at any time without notice to you. For any API that is generally available, LivePerson will provide support for the then-current version and, in LivePerson’s discretion, support one version back for up to three (3) months following release of the then-current version. You will promptly implement and use the most current version of the APIs and/or any updates, patches or fixes at your sole cost and expense. LivePerson may change, suspend or discontinue any aspect of the APIs at any time, including the availability of any API, and will provide you with notice (which may include posting notice on our website or contacting you by email). Your continued access or use of the APIs following an update, change or modification constitutes your binding acceptance of such changes.
- Confidentiality. In connection with these Terms, your profile credentials (including passwords, keys and/or client IDs) are intended to be used by you and identify you only. You agree to keep your credentials confidential and to prevent others from using them. You will not embed your credentials into any open source projects. Our communications to you and the APIs may contain LivePerson confidential information, including, but not limited to, any materials, communications, code, product features, know-how, trade secrets and any information marked as confidential or that would normally be considered confidential under the circumstances (“Confidential Information”). You agree (and will ensure your end users agree) to protect all Confidential Information and use it only as necessary to access the APIs as described in the API documentation and will not disclose Confidential Information to any other party without our prior written consent. You may disclose Confidential Information when compelled to do so by law if you provide us reasonable prior notice and an opportunity to object, and you reasonably cooperate with us to limit the disclosure and/or obtain confidential treatment, unless prohibited by law. Confidential Information does not include information that you independently develop, that was rightfully given to you by a third party without confidentiality obligations, or that becomes publicly available through no fault of your own. At our request, all Confidential Information that is in your possession shall be returned to us or destroyed.
- Term and Termination. These Terms commence when your access to and/or use of any of the APIs begins and. subject to the survival clause, will continue until terminated as set forth herein. You may terminate these Terms by discontinuing your use of all of the APIs. We may terminate or suspend your use of any APIs or terminate these Terms at any time and for any reason upon written notice (including posting notice on our website) without any further liability to you. We may also immediately terminate your (and your end users’ and third party partners’) access to the APIs (including by restricting or revoking your account credentials and/or any API keys) without notice if you or your end users violate any restriction in Section 2, 3 or 4 of these Terms. Upon any termination or suspension, all rights and licenses granted to you (and your end users and third party partners’) terminate immediately and you will cease and cause your end users and third party partners to cease all use of such APIs until otherwise notified by us in writing.
- Warranties. EXCEPT AS EXPRESSLY PROVIDED HEREIN AND TO THE EXTENT PERMITTED BY LAW, THE APIs AND ANY UNDERLYING SERVICES ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY, ORAL OR WRITTEN, EXPRESS OR IMPLIED, REGARDING THEIR USE, RESULTS OF USE OR BENEFITS INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF NONINFRINGEMENT OR ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SOME OF THE APIS ARE EXPERIMENTAL AND HAVE NOT BEEN TESTED IN ANY MANNER. LIVEPERSON DOES NOT REPRESENT OR WARRANT THAT ANY APIS AND SAMPLE APPLICATIONS ARE FREE OF INACCURACIES, ERRORS, BUGS OR INTERRUPTIONS, OR ARE RELIABLE, ACCURATE, COMPLETE OR OTHERWISE VALID. WE ARE NOT RESPONSIBLE FOR ANY CODE, APPLICATIONS OR TECHNOLOGY PROVIDED BY YOU OR ANY THIRD PARTY THAT INTEROPERATES WITH OR INTEGRATES WITH OUR APIs.
- Indemnification. Unless prohibited by applicable law, you will defend, hold harmless, and indemnify LivePerson and its affiliates, employees, directors, officers and agents from and against all liabilities, damages, costs, fees (including reasonable attorney’s fees) and expenses relating to or arising out of you or your end users’ or third party partners’: (i) use or misuse of the APIs; (ii) violation of these Terms; or (iii) content or data submitted to or used with the APIs. In such a case, we will: (i) provide you with written notice of such claim, suit or action; and (ii) at our option, elect to control the defense of the claim and with legal counsel of our choosing, or give you control of the defense and settlement of the claim (provided that you may not settle any claim that includes an admission of fault on the part of LivePerson or that obligates us to take any affirmative actions or make any financial payments without our prior written consent), in each case at your sole cost and expense.
- Liability. In no event shall we be liable for: (a) any consequential, indirect or special loss or any other damages (including loss of revenues, profits, contracts, reputation or anticipated savings); and (b) any acts, omissions or products of third parties. To the extent permitted by law, we shall not be liable for any cause or claim whatsoever arising out of or related to these Terms in excess of US $10,000, whether or not advised of the possibility of such loss or damage. In the event that applicable law does not allow the limitations of liability set forth above, such limitation will be deemed modified to the extent necessary to comply with applicable law. The foregoing limitations and exclusions will apply regardless of the form of action.
- Early Access Trials and Evaluation of Alpha and Beta APIs. From time to time we may, in our sole discretion, make APIs available to you via early access or pre-release trials, pilots, limited releases, developer previews, or similar descriptions and/or alpha or beta versions of APIs that we have not released for general availability and may be released in production as a final product in LivePerson’s discretion (collectively, the “Beta APIs”). If you choose to use any Beta APIs, your use will be governed by and subject to these Terms, as well as any additional terms, restrictions or limitations related to the Beta APIs included in the product documentation, GitHub, and/or our developer community, or that are otherwise communicated to you. You understand and acknowledge that Beta APIs are provided for your use “as is” for evaluation purposes only and may contain bugs and defects, are not considered stable and are not qualified for use in production, and that we do not offer any service level agreements or technical or other support commitments for Beta APIs. We may provide product updates and support for the Beta APIs in our sole discretion and you will promptly adopt and/or install all updates, patches and fixes necessary or useful to the proper operation of the Beta APIs. You also acknowledge that we have the right to modify or cancel the Beta APIs at any time without notice. We will have no liability for any harm or damage arising out of or in connection with a Beta API. For avoidance of doubt, Beta APIs are not considered products or services that carry contractual commitments under terms of any existing master services agreement or other binding agreement that you have in place with us.
- Miscellaneous. These Terms and any additional terms incorporated by reference contain the entire agreement between you and us, and supersede any and all previous agreements relating to the APIs and modify your existing master services agreement or other binding agreement with LivePerson relating to other LivePerson products and services. We may modify these Terms or any portion to reflect changes to the law or changes to our APIs and your continued use of the APIs constitutes your acceptance of the changed Terms. If you do not agree to the modified Terms, you should immediately discontinue your use of the APIs. No failure of a party to exercise or enforce any rights hereunder shall waive such rights. These Terms shall be binding and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. You may not assign these Terms or your rights hereunder to any other party without LivePerson’s prior written consent. We may assign these Terms without your consent in the event of a merger, acquisition, corporate reorganization or sale of all or substantially all of our assets. Nothing in these Terms shall create or confer any rights or other benefits on any third parties. If any provision of these Terms is held to be invalid or unenforceable, then that section will be removed from these Terms and will not affect the validity or enforceability of any remaining sections. If you are located in the United States, these Terms shall be governed by the laws of the State of Delaware and you consent to exclusive venue and personal jurisdiction in the courts of the State of Delaware. If you are located outside of the United States, these Terms shall be governed by the laws of England and you consent to exclusive venue and personal jurisdiction in the courts of England. The application of the UN Convention on Contracts for International Sale of Goods is expressly excluded. Each party expressly waives its right to a trial by jury. Sections 3, 8 and 11-13 shall survive termination of these Terms. All notices to LivePerson must be sent in writing by courier or U.S. mail to the following address: LivePerson, Inc., Attn: General Counsel, 475 10th Avenue, New York, New York 10018. All notices to you may be delivered in writing by (i) nationally recognized overnight delivery service or U.S. mail to the contact mailing address provided to us; or (ii) electronic mail.
Updated on August 17, 2017