Welcome to LiveKey, and its affiliates and subsidiaries (“LiveKey”, “kloee”, “we”, “us”, or “our”) owns, operates and provides the (i) the websites owned and operated by LiveKey, including the www.LiveKey.com website and domains (the “LiveKey Website”), (ii) the LiveKey proprietary iOS and Android mobile software applications (the “LiveKey App”), (iii) any other products and services offered by LIVEKEY (clauses (i) – (iii) collectively the “Services”). Your use of the Services, or any part thereof, are governed by these Terms of Service (the “Terms”). The LIVEKEY Website, LIVEKEY App, and LIVEKEY Technology are collectively referred to as the “LIVEKEY Service”).
PLEASE NOTE, THIS AGREEMENT ALSO CONTAINS AN AGREEMENT TO ARBITRATE IN SECTION 15 BELOW WHICH WILL REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION.
1. ACCEPTANCE OF TERMS, ELIGIBILITY & CHANGES TO THESE TERMS
You must be eighteen (18) years old or the age of majority in your jurisdiction, and fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms in order to make a purchase on the LIVEKEY Website. If you are under eighteen (18) years old or the age of majority in your jurisdiction, then you may not make a purchase on or through the LIVEKEY Website. You may use the LIVEKEY Website if you are over thirteen (13) years of age and are not barred from receiving services under applicable law. The LIVEKEY Website is not directed to, nor intended for use by, children under thirteen (13) years of age. By accessing or using the LIVEKEY Website you affirm that you are over the age of thirteen (13) and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in the Agreement, and to abide by and comply with the Agreement. If for any reason, we, in our sole discretion, believe you do not meet the eligibility requirements set forth above, we reserve the right, without provision of any notice to you to terminate your access to the LIVEKEY Services, or any part thereof, and your LIVEKEY Account (defined in Section 2.2) and these Terms. If you do not meet the eligibility requirements as set forth in this Section, we have no obligations to you under these Terms.
1.3. Modifications to these Terms.
These Terms will remain in full effect for the time that you continue to use or access the Services or any part thereof or until terminated in accordance with the provisions of these Terms. LIVEKEY reserves the right to change and amend these Terms from time to time at its discretion. Any such changes to the Terms will take effect from the time the amended Terms are posted to the LIVEKEY Website or notified to you through the email provided by you to us. You should regularly review these Terms of Service. LIVEKEY reserves the right to make changes to, suspend or terminate LIVEKEY Accounts at its discretion without prior notice.
2. ACCESS TO THE LIVEKEY SERVICE; RESTRICTIONS ON USE; CHANGES TO THE SERVICES
2.1. Access to the LIVEKEY Service.
LIVEKEY hereby grants you a personal, non-exclusive, non-transferable, non-sublicensable, revocable limited right to: (i) access and use the LIVEKEY Website, solely for your non-commercial purposes; and (ii) (1) install, execute and use the LIVEKEY App, in object code only, and (2) execute and use any software and/or firmware included or embedded (as applicable) in the LIVEKEY Product (“LIVEKEY Technology”)You acknowledge and agree that in order to use the LIVEKEY App, you must have a compatible mobile device. You are solely responsible for determining whether or not a mobile device is or is not compatible with the LIVEKEY App and LIVEKEY makes no representations or warranties whatsoever regarding the LIVEKEY App and compatibility with any mobile device.
2.2. LIVEKEY Accounts.
In order to access and use certain features of the Services you must create and register a user account (“LIVEKEY Account”). In registering a LIVEKEY Account for the Services, you agree to provide and maintain up to date information that is true, accurate, current, up to date, and complete. You agree that you will not (i) create a LIVEKEY Account using a false identity or information, (ii) create a LIVEKEY Account or use the Services if you have been previously removed or banned by us from use of the Services, or any part thereof. You understand and agree that you are solely responsible for maintaining the confidentiality of and protecting your password to your LIVEKEY Account. You are solely responsible for any activity originating from your LIVEKEY Account, regardless of whether such activity is authorized by you. You agree to notify us immediately of any unauthorized use of your LIVEKEY Account. LIVEKEY reserves the right to limit the number of LIVEKEY Accounts that can be created from a computer device and the number of computer devices that can access an individual LIVEKEY Account.
The LIVEKEY Service and LIVEKEY Technology embodies, contains, and constitutes valuable trade secrets of LIVEKEY. Accordingly, you agree that you will not, and it will not permit any third party to: (i) modify, adapt, translate or create derivative works based on the LIVEKEY Service, LIVEKEY Technology, or any related documentation; or (ii) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the LIVEKEY App, or LIVEKEY, except as expressly permitted by applicable law; or (iii) distribute, license, sublicense, assign, transfer or otherwise make available to any third party the LIVEKEY Service, LIVEKEY Technology, or any related documentation. LIVEKEY reserves all rights and licenses not expressly granted to you and no implied licenses or rights are granted by LIVEKEY. You agree not to remove, alter, or obscure in any way any proprietary rights notices (including copyright notices) of LIVEKEY or its suppliers on or within the LIVEKEY Website, LIVEKEY App, or related documentation.
2.4. Prohibited Use of the LIVEKEY Service and Services.
Without limiting the restrictions set forth in Section 2.3 above, you agree that you will not, and it will not permit any third party to: (i) use the LIVEKEY Service to store or transmit malicious code or infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights; (ii) interfere with or disrupt the integrity or performance of the LIVEKEY Service, LIVEKEY Technology, or any system, network or data; (iii) attempt to gain unauthorized access to the LIVEKEY Service, LIVEKEY Technology or its related systems or networks; (iv) frame or utilize framing techniques to enclose the LIVEKEY Website or LIVEKEY App or any portion thereof; (v) use any meta tags, "hidden text", robots, spiders, crawlers, or other tools, whether manual or automated, to collect, scrape, index, mine, republish, redistribute, transmit, sell, license or download the LIVEKEY Website, LIVEKEY App or LIVEKEY Technology (except as expressly permitted in Section 2.1), content (except caching or as necessary to view the LIVEKEY Website), or the personal information of others without our prior written permission or authorization; (vi) impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with any person or entity; or (vii) violate any applicable local, state, national or international law in your use of the Services.
2.5. Additional LIVEKEY App Terms and Conditions
2.5.1. LIVEKEY iOS Apps.
The following additional terms and conditions apply with respect to any LIVEKEY App provided or made available to you by LIVEKEY, designed for use on an Apple iOS-powered mobile device (an “iOS App”): you acknowledge that these Terms are between you and LIVEKEY only, and not with Apple, Inc. (“Apple”). Your use of the iOS App must comply with Apple’s then-current App Store Terms of Service. LIVEKEY, and not Apple, are solely responsible for the iOS App and related content available thereon. You acknowledge that Apple has no obligation to provide maintenance and support services with respect to the iOS App. To the maximum extent permitted by applicable law, Apple will have no warranty obligation whatsoever with respect to the iOS App. You agree that LIVEKEY, and not Apple, is responsible for addressing any claims by you relating to the iOS App or your possession and/or use of the iOS App, including, but not limited to: (i) product liability claims; (ii) any claim that the iOS App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation, and all such claims are governed solely by these Terms and any law applicable to LIVEKEY as provider of the iOS App. You agree that LIVEKEY, and not Apple, shall be responsible, to the extent required by these Terms, for the investigation, defense, settlement and discharge of any third-party intellectual property infringement claim related to the iOS App or your possession and use of the iOS App. You represent and warrant that you: (a) are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) are not listed on any U.S. Government list of prohibited or restricted parties. You agree to comply with all applicable third-party terms of agreement when using the iOS App (e.g., you must not be in violation of its wireless data service terms of agreement when using the iOS App). The parties agree that Apple and Apple’s subsidiaries are third-party beneficiaries to these Terms as it relates to the license granted herein to you to use the iOS App. Upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as they relate to the license granted herein to you to use the iOS App as a third-party beneficiary thereof.
2.5.2. LIVEKEY Android Apps.
The following additional terms and conditions apply with respect to any LIVEKEY App provided or made available to you by LIVEKEY, designed for use on an Android-powered mobile device (an “Android App”): you acknowledge that these Terms are between you and LIVEKEY only, and not with Google, Inc. (“Google”). Your use of the Android App must comply with Google’s then-current Android Market Terms of Service. Google is only a provider of the Android Market where you have obtained the Android App. LIVEKEY, and not Google, is solely responsible for the Android App and the related content available thereon. Google has no obligation or liability to you with respect to the Android App or these Terms. You acknowledge and agree that Google is a third-party beneficiary to these Terms as it relates to the Android App.
2.6. Changes and Modifications to the Services.
LIVEKEY reserves the rights to either temporarily or permanently modify or terminate the Services (or any part thereof). LIVEKEY will post on our website and/or will send you an email to the address associated with your LIVEKEY Account to provide the notice of any material changes to the Services. If you do not like the modifications to the Services, your sole remedy is to cease using the Services.
2.7. Third Party Integrations.
Any third party applications or integrations developed for use with the LIVEKEY App are controlled by LIVEKEY
3. USER DATA AND PRIVACY.
Notwithstanding anything in these Terms to the contrary, LIVEKEY will have no responsibility or liability of any kind under these Terms or otherwise, arising or resulting from: (i) problems caused by failed Internet connections or other hardware, software or equipment which is not owned, controlled or operated by LIVEKEY; (ii) nonconformities resulting from your, or any third party’s misuse, abuse, negligence, or improper or unauthorized use of all or any part of the Services, or other services provided hereunder by LIVEKEY; (iii) modification, amendment, revision, or change to the LIVEKEY Services, or any part thereof, by any person other than LIVEKEY; or (iv) any other factor outside of LIVEKEY’s reasonable control.
5. OWNERSHIP; FEEDBACK
LIVEKEY and/or its licensors and suppliers, as applicable, retain all right, title, and interest in and to the LIVEKEY Website, LIVEKEY App, LIVEKEY Technology, and any other materials (including related product and/or software documentation) or services provided by LIVEKEY, and all aspects thereof, including all patents, copyrights, trade secrets, and other intellectual property rights incorporated therein.
You acknowledge that any ideas, inventions, suggestions for improvement or discussions submitted by you regarding any aspect of the Services (“Feedback”) that are not already subject to third party intellectual property rights may be used by LIVEKEY or any other user of the LIVEKEY Service without compensation or attribution, and you hereby grant LIVEKEY, its subsidiaries, affiliates and partners a worldwide, irrevocable, royalty free, non-exclusive, sublicenseable and transferable license under all intellectual property rights in the Feedback for any purpose. You acknowledge that any Feedback submitted to LIVEKEY or through the LIVEKEY Website (including “contact-us” and support forms) constitutes “publication” of such inventions under applicable patent law.
6. THIRD PARTY LINKS AND WEBSITES.
Any link from the LIVEKEY Website or LIVEKEY App to any third party website or content will not be considered an endorsement of such website or content, or the products or services available through such website.
You agree to indemnify and hold harmless LIVEKEY, its subsidiaries, affiliates, partners and suppliers and each of their respective officers, directors, employees, shareholders, legal representatives, agents, successors and assigns, from and against any damages, liabilities, costs and expenses (including reasonable attorneys' and professionals' fees and litigation costs) that arise out of any violation of these Terms of Service by you.
8.1. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED BY LIVEKEY, THE LIVEKEY WEBSITE, LIVEKEY APP, LIVEKEY TECHNOLOGY, AND ANY OTHER MATERIALS OR SERVICES PROVIDED BY LIVEKEY ARE PROVIDED "AS IS" AND "AS AVAILABLE". LIVEKEY AND ITS SUBSIDIARIES, AFFILIATES, PARTNERS, LICENSORS AND SUPPLIERS HEREBY EXPRESSLY DISCLAIM ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, NON-INFRINGEMENT, OR AS TO THE OPERATION OF ANY ASPECT OF THE LIVEKEY WEBSITE, LIVEKEY APP, LIVEKEY TECHNOLOGY, OR ANY OTHER MATERIALS OR SERVICES PROVIDED BY LIVEKEY. LIVEKEY DOES NOT WARRANT THAT THE LIVEKEY WEBSITE, LIVEKEY APP, LIVEKEY TECHNOLOGY, OR ANY OTHER MATERIALS OR SERVICES PROVIDED BY LIVEKEY WILL BE ERROR-FREE OR UNINTERRUPTED OR THAT THE RESULTS OF THEIR USE WILL BE CORRECT, ACCURATE, OR RELIABLE. YOU ACKNOWLEDGE THAT YOU HAVE RELIED ON NO WARRANTIES OTHER THAN AS EXPRESSLY PROVIDED BY LIVEKEY AND THAT NO WARRANTIES ARE MADE BY ANY OF LIVEKEY'S SUPPLIERS.
8.2. LIVEKEY IS NOT LIABLE FOR ANY INTERRUPTIONS TO INTERNET CONNECTIVITY, WI-FI CONNECTIVITY OR AVAILABILITY OR UNAVAILABILITY OF SERVICES OR PRODUCTS OR TECHNOLOGY OFFERED THROUGH THIRD PARTIES. ANY MATERIALS DOWNLOADED FROM THE LIVEKEY WEBSITE ARE DONE SO AT YOUR OWN RISK. LIVEKEY WILL NOT BE HELD ACCOUNTABLE FOR DAMAGE TO COMPUTER EQUIPMENT OR LOSS OF DATA AS A RESULT OF DOWNLOADS FROM THE LIVEKEY WEBSITE. LIVEKEY WILL NOT BE RESPONSIBLE FOR ANY PROBLEMS OR LIABILITY ARISING FROM THE USE OF THIRD PARTY SOFTWARE OR HARDWARE IN RELATION TO THE SERVICES.
8.3. YOU AGREE THAT THE AVAILABILITY OF THE LIVEKEY WEBSITE, AND LIVEKEY APP IS DEPENDENT ON YOUR MOBILE OR COMPUTER DEVICE, DEVICE CARRIER, YOUR INTERNET SERVICE PROVIDER, YOUR HOME WIRING, YOUR WI-FI HARDWARE AND OTHER SOFTWARE AND HARDWARE THAT IS USED TO CONTROL THE LIVEKEY SERVICE. YOU ACKNOWLEDGE AND AGREE THAT LIVEKEY CANNOT BE HELD RESPONSIBLE FOR FEES AND CHARGES ASSOCIATED WITH THESE PRODUCTS AND SERVICES. THIRD-PARTY SOFTWARE, HARDWARE OR CONTENT YOU AGREE THAT LIVEKEY CANNOT BE HELD RESPONSIBLE FOR SOFTWARE, HARDWARE OR CONTENT DEVELOPED BY THIRD PARTIES THAT INTERACTS WITH THE LIVEKEY SERVICE. IT IS YOUR RESPONSIBILITY TO READ AND ACCEPT ANY THIRD PARTY USER LICENSING AGREEMENTS.
9. LIMITATION OF LIABILITY.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (I) IN NO EVENT SHALL LIVEKEY OR ANY OF ITS SUBSIDIARIES, AFFILIATES, PARTNERS, LICENSORS OR SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, PUNITIVE, SPECIAL OR INCIDENTAL OR OTHER DAMAGES RESULTING FROM, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR THE ACCESS, USE OF, OR INABILITY TO ACCESS OR USE THE LIVEKEY WEBSITE, LIVEKEY APP, LIVEKEY TECHNOLOGY, AND ANY OTHER MATERIALS OR SERVICES PROVIDED BY LIVEKEY, EVEN IF LIVEKEY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES EXCEPT TO THE EXTENT SUCH DAMAGES ARISE DIRECTLY AND SOLELY FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE ON THE PART OF LIVEKEY, AND (II) IN NO EVENT SHALL LIVEKEY'S TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THE AGREEMENT EXCEED THE FEES PAID TO LIVEKEY BY YOU HEREUNDER WITH RESPECT TO THE APPLICABLE LIVEKEY PRODUCT PURCHASED BY YOU GIVING RISE TO THE CLAIM OR LIABILITY.
10. APPLICATION OF LIMITATIONS AND DISCLAIMERS TO CONSUMERS.
Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages with respect to consumers (i.e., a person acquiring goods otherwise than in the course of a business), so the exclusions set forth in Sections 9 and 10 above may not apply to you if you are a consumer. The limitations or exclusions of warranties and liability contained in these Terms do not affect or prejudice the statutory rights of a consumer. The limitations or exclusions of warranties and remedies contained in these Terms shall apply to you as a consumer only to the extent such limitations or exclusions and remedies are permitted under the laws of the jurisdiction where you are located.
11. BASIS OF THE BARGAIN.
The warranty disclaimer and limitation of liability set forth above in Section 9 and 10 are fundamental elements of the basis of the agreement between LIVEKEY and you. LIVEKEY would not be able to provide the Services on an economic basis without such limitations. The warranty disclaimer and limitation of liability inure to the benefit of LIVEKEY'S suppliers.
12. AVAILABILITY OF THE SERVICES.
Information describing the Services is accessible worldwide but this does not mean the Services or certain portions thereof are available in your country. LIVEKEY may restrict access to the Services or portions thereof in certain countries. It is your responsibility to make sure its use of the Services is legal in your country of residence. The Services may not be available in all languages. If at LIVEKEY'S reasonable determination, you use the Services or any other material or services provided by LIVEKEY under the Agreement in a manner that violates laws, creates an excessive burden or potential adverse impact on LIVEKEY'S systems, in addition to any of its other rights or remedies, LIVEKEY may, without liability to LIVEKEY, immediately suspend or terminate your access to the Services.
13. EXPORT CONTROL.
You may not use or otherwise export or re-export the LIVEKEY Service (or any aspect thereof) except as authorized by United States law and the laws of the jurisdiction in which the LIVEKEY Service was obtained. In particular, but without limitation, the LIVEKEY Service may not be exported or re-exported (i) into any U.S. embargoed countries or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Services, you represent and warrant that you are not located in any such country or on any such list.
14. GOVERNING LAW AND DISPUTE RESOLUTION
14.1. Governing Law.
The Agreement will be governed by the laws of the State of Massachusetts, United States of America without giving effect to any conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods in its entirety is expressly excluded from the Agreement, including, without limitation, application to the LIVEKEY App, or any software and services provided hereunder. Furthermore, the Agreement (including without limitation, the LIVEKEY App and any software and services provided hereunder) will not be governed or interpreted in any way by referring to any law based on the Uniform Computer Information Transactions Act (UCITA) or any other act derived from or related to UCITA.
Except as otherwise set forth in the Agreement, you agree that any dispute between you and LIVEKEY arising out of or relating to the Agreement, the Services, or any other LIVEKEY products or services (collectively, “Disputes”) shall be governed by the provisions set forth in this Section.
14.3. Informal Resolution.
Before resorting to formal dispute resolution in accordance with this Section, you agree to first contact us directly at firstname.lastname@example.org to seek an informal resolution to any Dispute. In the event a Dispute is not resolved within thirty (30) days after submission, you or LIVEKEY may institute arbitration in accordance with the procedures set forth in this Section.
14.4. Dispute Resolution.
Any and all Disputes that cannot be resolved through informal resolution in accordance with Section 15.3 above shall be resolved exclusively through final, binding and confidential arbitration and shall take place in Boston, Massachusetts unless otherwise mutually agreed to by the parties. The arbitration shall be conducted under the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes of the American Arbitration Association (AAA) as such rules are then prevailing, provided that the arbitrator and the parties shall comply with the following: (i) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; (ii) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (iii) any judgment on the award rendered by the arbitrator shall be binding, final, and confidential, and may be entered in any court of competent jurisdiction.
14.5. Opting-Out of Arbitration.
YOU MAY OPT-OUT OF THE AGREEMENT TO ARBITRATE BY PROVIDING LIVEKEY WRITTEN NOTICE WITHIN THIRTY (30) DAYS OF FIRST ACCEPTING THESE TERMS. YOUR NOTICE MUST INCLUDE: (I) YOUR FULL NAME (FIRST AND LAST); (II) THE EMAIL ADDRESS YOU USED TO REGISTER YOUR LIVEKEY ACCOUNT; AND (III) A CLEAR STATEMENT THAT YOU DECLINE THIS AGREEMENT TO ARBITRATE.
14.6. Exception to Arbitration.
Notwithstanding anything in the Agreement to the contrary to the extent you have in any manner violated or threatened to violate any of LIVEKEY'S intellectual property rights, LIVEKEY may seek injunctive or other appropriate relief in any state or federal court with competent jurisdiction in any country, including in the State of Massachusetts, United States of America, without first engaging in arbitration or the informal dispute process set forth in this Section, and you hereby consent to the personal jurisdiction and exclusive venue in such courts.
14.7. No Class Actions.
You may only resolve Disputes with LIVEKEY on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS AREN'T ALLOWED UNDER THE AGREEMENT.
14.8. Venue and Waiver of Jury Trial.
In the event that the agreement to arbitrate is found not to apply to you or your claim, you and LIVEKEY agree that any judicial proceeding will be brought in the federal or state courts of Boston, Massachusetts. Both you and LIVEKEY consent to venue and personal jurisdiction there. YOU AND LIVEKEY BOTH AGREE TO WAIVE ANY RIGHT EITHER PARTY MAY HAVE TO A JURY TRIAL.
14.9. Time Limitation to Bring Claims.
Notwithstanding any statute or law to the contrary, any claim or cause of action arising out of or related to your use of the Services must be filed within one (1) year after such claim or cause of action arose, otherwise that claim or cause of action will be barred forever.
16. QUESTIONS AND ADDITIONAL INFORMATION.
Please feel free to contact us at email@example.com if you have any questions about these Terms.