LIVERECOVER, LLC TERMS OF USE

Last Updated: September 5th, 2018

Effective Date: September 1th, 2018

These Terms of Use (“Terms”) are an agreement between you (“you”) and LiveRecover, LLC (“LiveRecover,” “Company”, “we”, “us” or “our”) that allows you to use our software, applications (“apps”), websites, SMS text messaging platform (the “SMS Platform”), and other products and services that we may provide from time-to-time, as long as you follow the Terms. By accessing or using the Services (defined below), you expressly agree to: (1) all provisions of these Terms, (2) our privacy policy (“Privacy Policy”), and (3) any other policies or guidelines, if any, posted in our Services ((clauses (1) through (3) collectively, the “Agreement”), all of which are expressly incorporated herein and must also be observed and strictly followed. As used herein, “you” may refer to our enterprise customer and/or the individual end user subscriber who is a customer of such enterprise customer, as the context dictates, and as more fully set forth herein.

WE ARE NOT AN EMERGENCY SERVICES PROVIDER. IF YOU ARE HAVING AN EMERGENCY, CONTACT 911 IMMEDIATELY, AND DO NOT USE THE SMS PLATFORM OR OTHER SERVICES.

I. Description and Use of Services.

LiveRecover is a unique and effective web application that is designed to turn abandoned internet shopping carts into sales through the utilization of Peer-to-Peer text message communications (SMS) to reach and capture potential customers from our client’s Shopify application programming interface (“API”).

By accessing or using our service(s), website(s), mobile or web app(s), software, API(s), SMS Platform(s), other product(s), data, or information supplied to you by the Company (collectively, as applicable, the “Services”), including without limitation by downloading, installing or using any associated software, APIs or apps supplied by the Company, including any for which the purpose is to enable you to use the Services (collectively, the “Software”, which is considered a part of the Services), you agree to the terms of this Agreement. Any reference to the “website(s)”, the “web site(s)”, the “site”, “www.liverecover.com,” or other similar references, shall include any and all pages, subdomains, affiliated domains, brands, products or other areas of our website, or any other affiliated sites or domains owned or operated by or on behalf of us, plus any of the online content, graphics, marks, information and services as made available on or through the website. The Services include, without limitation, all aspects of the website, or of any app or other product or service, including but not limited to all products, Software and other applications, features, channels and services offered therein. Any reference to “content” shall include all content in all forms or mediums, such as (without limitation) text, marks, software, scripts, graphics, logos, photos, sounds, music, videos, audiovisual combinations, interactive features and other materials you may view on, access through, or contribute to the Services.

You must be at least 18 years of age to use this website and/or our Services. Due to the age restrictions, no content or information from the Services falls within the Child Online Privacy Protection Act (“COPA”) and is not monitored as doing so. All information and services are exchanged electronically, via the internet.  You are solely responsible for maintaining your own access to the internet and for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, computing devices, cellular devices, modems, hardware, servers, software, operating systems, networking, mobile data and messaging plans, web servers and the like (collectively, “Equipment”). You shall also be responsible for maintaining the security of the Equipment.

YOU CONSENT TO RECEIVING COMMUNICATIONS ELECTRONICALLY. WITH ANY SMS/MMS COMMUNICATION, MESSAGE AND DATA RATES MAY APPLY.

The SMS Platform may include a service that lets people communicate with one another via text messaging (and may or may not include voice calls).  The SMS Platform includes a communication service that facilitates business-to-consumer text messaging over regular 10-digit dialable telephone numbers. This Agreement governs all use of the Services, including without limitation all use of the SMS Platform by entities and/or individuals who send an SMS or MMS message to a telephone number managed by one of our end-user customers (hereinafter referred to as “subscribers” or “users”).

FREEDOM TO OPT-OUT IS PROVIDED THROUGH OUT WEBSITE AND THE SERVICES. ALL SUBSCRIBERS, INCLUDING YOU, HAVE THE ABILITY TO UNSUBSCRIBE OR OPT-OUT OF THE SERVICE AT ANY TIME AS DESCRIBED BELOW:

To stop receiving text messages from any of our customers, reply ‘STOP’. Additionally, you can email us at [email protected] and tell us that you want to unsubscribe, providing us with your phone number and the number you’ve received messages from.  You may also email us at this email address in the event you believe that our customer has added your information in error or without your permission.

Please note that opt-outs are tracked separately for each of our customers. This means that unsubscribing from one of our customers will allow you to keep communicating with a different customer.

WE ABIDE BY A STRICT SMS/MMS USAGE POLICY TO COMPLY WITH THE TELEPHONE CONSUMER PROTECTION ACT (“TCPA”) ANDCELLULAR TELEPHONE INDUSTRIES ASSOCIATION (“CTIA”) REGULATIONS. Our SMS/MMS Usage Policy is designed to prevent fraud and abuse of our Services, and as such, we abide by the following restrictions:

  1. Consent to receive SMS/MMS solicitations must be unambiguous and the subscribers must receive a clear and conspicuous disclosure that: (i) he/she will receive future text messages that deliver automated telemarketing messages; (ii) his/her consent is not a condition of purchase; and (iii) he/she must designate a phone number at which to be reached;
  2. Consent to receive SMS/MMS solicitations must not be a condition of sale to the subscribers;
  3. SMS/MMS solicitations must only be sent between the hours of 8:00am and 9:00pm in the timezone of the subscriber receiving the message(s);
  4. Subscribers must be provided a way to easily opt-out of receiving SMS/MMS solicitations; and
  5. Subscribers must be notified that applicable message and data rates may apply to the SMS/MMS solicitations.

II. Passwords and Access.

In order to use or access certain features of our Services, you may be required to register for an account (a “LiveRecover Account”). In order to register for LiveRecover Account, you must provide us with your: (i) name, (ii) address, (iii) phone number or email address, and (iv) credit card information for all service-related fees (i-iv collectively referred to as the “Account Information”). You must provide accurate, current and complete information during the registration process and keep your Account Information up-to-date at all times. If your Account Information ever becomes out-of-date (e.g., your credit card expires), your LiveRecover Account may be temporarily suspended. The Company reserves the right, at its sole discretion, to terminate delinquent, inactive, and/or suspended LiveRecover Accounts from our system after one hundred eighty (180) days without proper reinstatement. If your LifeRecover Account is deactivated or terminated, you remain liable for the payment of all outstanding fees.

You cannot register for more than one LiveRecover Account per address unless the Company expressly authorizes you to do so. You may not assign, share, or otherwise transfer your LiveRecover Account to another party.

You are responsible for maintaining the confidentiality and security of your LiveRecover Account credentials and may not disclose your credentials to any third-party. You must immediately notify us if you know or have any reason to suspect that your credentials have been lost, stolen, misappropriated, or otherwise compromised or in case of any actual or suspected unauthorized use of your LiveRecover Account. You are liable for any and all activities conducted through your LiveRecover Account, unless such activities are not authorized by you and you are not otherwise negligent (such as failing to report the unauthorized use or loss of your credentials).

III. Your Obligations; Acceptable Use Policy.

You represent and warrant that all information that you provide to us will be true, accurate, complete and current, and that you have the right to provide such information to us in connection with your use of the Services.  You must comply with the terms of this Acceptable Use Policy.

Company has no obligation to monitor the Services. However, you acknowledge and agree that Company has the right to monitor the Services electronically from time to time, and to disclose any information as necessary or appropriate to satisfy any law, regulation or other governmental request, to operate the Services properly.   Company reserves the right to refuse to post or to remove any information or materials, in whole or in part, that, in its sole discretion, are unacceptable, undesirable, inappropriate or in violation of this Agreement.

Except as otherwise expressly set forth herein, you shall not, and shall not attempt to (and shall not authorize or allow any third-party to or attempt to): (a) download or otherwise obtain a copy of the Service (as applicable as such term is used herein, including any portion thereof) in any form; (b) reverse engineer, reverse compile, decompile, disassemble, or translate, exploit, or otherwise derive the source code of the Service or otherwise modify, the Service, or create any derivative works thereof; or (c) sell, resell, lease, license, sublicense, distribute, reproduce, copy, duplicate, or otherwise transfer or exploit the Service or use it as a service bureau; (d) post, send, process or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortuous material, including material violating of third-party rights; (e) intentionally post, send, process or store material containing software viruses, worms, Trojan horses or other harmful or malicious computer code, files, scripts, agents or programs; (f) interfere with or disrupt the integrity or performance of the Service or attempt to gain unauthorized access to the Service or related systems or networks; or (g) use, or authorize or permit the use of, the Service except as expressly permitted herein; (h) use the Service to perform any activity which is or may be, directly or indirectly, unlawful, harmful, threatening, abusive, harassing, tortuous, or defamatory, nor to perform any activity which breaches the rights of any third-party. Except as otherwise set forth herein, the Service may be used (i) only by the number of persons for whom a license fee has been paid, and all such use may only be by those persons using the Service for the benefit of you in the course and scope of their employment, subject to the terms hereof, and only up to the approved and mutually agreed usage volumes (e.g., preapproved numbers of messages); (ii) only in its original form or combination with other products, services or software except as expressly authorized in any applicable documentation; and (iii) in compliance with all applicable laws and in compliance with all documentation and instructions provided by us. You agree not to copy, duplicate or imitate, in whole or in part, any concept, idea, business model, business process, product, service or other intellectual property or other ideas or content embodied in the Services or learned by you from your use of or access to the Services.  You agree not to use the Services to violate any local, state, national or international law or to impersonate any person or entity, or otherwise misrepresent your identity or your affiliation with a person or entity.

While most of the Services are not permitted to be resold or used for the benefit of third-parties, the SMS Platform may be used by you, subject to all other terms and conditions herein, to offer to and for the use of your customers (“end users”). You may elect to allocate liability between you and end users in your discretion provided that we are not responsible for any such liability.

WE SHALL HAVE NO LIABILITY WHATSOEVER TO END USERS. WE ARE NOT RESPONSIBLE FOR ANY DISPUTES BETWEEN YOU AND YOUR END USERS. ALL DISCLAIMERS, WARRANTY LIMITATIONS, AND LIMITATIONS OF LIABILITY, BY US HEREIN, OR OTHERWISE WITH RESPECT TO US AND/OR THE SERVICES, ARE APPLICABLE NOT ONLY TO YOU BUT ALSO TO END USERS.

With respect to use of the SMS Platform, end users are responsible for and subject to all the same terms as herein, which must be fully disclosed to them by you. You shall not state or imply otherwise. You shall be responsible for clearly and conspicuously notifying and disclosing to your end users (including without limitation in any posted terms and conditions and polices and in any written agreements with your end users), all of the foregoing requirements and limitations.

YOU HEREBY AGREE TO INDEMNIFY, DEFEND AND HOLD US HARMLESS FROM ANY FOR ANY ALLEGATION, LOSS, LIABILITY, CLAIM MADE AGAINST US BY ANY END USERS OR OTHERWISE ARISING OUT OF ANY BREACH OF THIS PARAGRAPH AND FOR ANY ALLEGATIONS, CLAIMS OR DISPUTES BY, OR BETWEEN YOU AND, END USERS.

Each party will keep and protect any of the Confidential Information of the other party as confidential, using at least the same efforts you use to protect its own confidential information and in no event less than reasonable and industry standard efforts.  “Confidential Information” includes the Services, documentation and information about the Services and their operation, and any other information obtained from or about a party or from or about the Services, or any other information which a reasonable person would or should understand to be confidential or proprietary in nature.  Each party agrees to return or destroy the Confidential Information of the other party when this Agreement is over. Each party acknowledges and agrees that the other party shall be entitled to seek equitable relief in any court of competent jurisdiction without the necessity of posting bond and in addition to such other remedies as may be available under law or in equity.  The confidentiality obligations shall survive termination or expiration of this Agreement.

While this Section highlights some of your key obligations, headers and section titles are for convenience only, and you are bound by all the terms of this Agreement.

IV. Personal Data; Errors.

We will use reasonable efforts to protect the confidentiality of certain personally identifiable information you submit to us (e.g., your address and credit card information submitted by you initially for the purpose subscribing to the Service) (“Personally Identifiable Information”), in accordance with the Privacy Policy posted on our website.

Except as otherwise provided herein either party shall issue or release any announcement, statement, press release or other publicity or marketing materials relating to this Agreement or otherwise use the other party’s trademarks, service marks, trade names, logos, domain names or other indicia of source, affiliation or sponsorship, in each case, without the prior written consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed. One way we will use your data and information is to compile anonymized reports and content relating your access and use of the Services, including but not limited to, one or more testimonials from you or your end-users, aggregated data of the results of your use of the Services, and other informational material as determined by us.

We do not endorse any content submitted to the Services by any user or other licensor, or any opinion, recommendation, or advice expressed therein, and we expressly disclaim any and all liability in connection with content. We do not permit copyright infringing activities and infringement of intellectual property rights on the Services, and we will remove all content if properly notified that such content infringes on another’s intellectual property rights as set forth herein below. We reserve the right to decide whether your content violates this Agreement for reasons other than copyright infringement, such as, but not limited to, pornography, obscenity, or excessive length. We may at any time, without prior notice and in our sole discretion, remove such content and/or terminate a user’s account or otherwise block access for submitting such material in violation of this Agreement.

WE ARE NOT RESPONSIBLE FOR END USER ERROR OR ERRORS IN INPUTS OR FOR ERRORS IN ANY USER SUPPLIED DATA OR DATA AUTO-POPULATED FROM YOUR SHOPIFY API.  WE DO NOT INDEPENDENTLY VERIFY THE TRUTHFULNESS OR ACCURACY OF ANY DATA OR CONTENT INPUT INTO THE SERVICES AND ARE NOT RESPONSIBLE FOR THE FRAUD, MISREPRESENTATION, NEGLIGENCE OR MISCONDUCT OF ANY END USER OR OTHER THIRD-PARTY.

V. Fees and Payments; Termination.

LiveRecover charges a commission fee based on the average order value of sales recovered through the use of the Services, in accordance with the following structure: If the average order value is (i) greater than or equal to one hundred dollars ($100.00), then LiveRecover shall charge a ten percent (10%) fee; (ii) between fifty dollars ($50.00) and ninety-nine dollars and ninety-nine cents ($99.99), then LiveRecover shall charge a fifteen percent (15%) fee; (iii) less than or equal to fourty-nine dollars and ninety-nine cents ($49.99), then LiveRecover shall charge a twenty percent (20%) fee.

If and to the extent any portion of the Services may require a fee payment or incremental payment or subscription, you agree to pay Company any applicable fees posted for the Services. By completing and submitting any credit card or other payment authorization through the Services, you are authorizing Company to charge the fees to the account you identify. You must keep all billing information, including payment method, up to date. You agree to pay us for all charges incurred under your LiveRecover Account, including all applicable taxes, fees, and surcharges. You authorize and direct us to charge your designated payment method for these charges or, if your designated payment method fails, to charge any other payment method you have on file with us. Further, you authorize and direct us to retain information about the payment method(s) associated with your LiveRecover Account. If we do not receive payment from your designated payment method or any other payment method on file, you agree to pay all amounts due upon demand by us.  You will be responsible for accrued but unpaid charges, even if your LiveRecover Account is canceled by you or terminated by us. During any free trial or other promotion, if any, you will still be responsible for any purchases and surcharges incurred using your LiveRecover Account.

After thirty (30) days from the date of any unpaid charges, your fee-based Services will be deemed delinquent and we may terminate or suspend your account and Services for nonpayment. We reserve the right to assess an additional 1.5 percent (1.5%) late charge (or the highest amount allowed by law, whichever is lower) per month if your payment is more than thirty (30) days past due and to use any lawful means to collect any unpaid charges. You are liable for any fees, including attorney and collection fees, incurred by us in our efforts to collect any remaining balances from you.

You are responsible for all charges incurred under your account, including applicable taxes, fees, surcharges, and purchases made by you or anyone you allow to use your account (including your children, family, friends, or any other person with implied, actual, or apparent authority) or anyone who gains access to your account as a result of your failure to safeguard your username, password, or other authentication credentials or information. Except as otherwise mutually agreed in writing, we reserve the right to change our fees with thirty (30) days’ notice.

As stated previously herein, SMS/MMS messages sent and/or received via the SMS Platform may count towards a quota depending on your carrier’s plan. Text messaging, and voice rates, and quotas can normally be found by asking your carrier.

With respect to any fee-based Services, if you signed up for designated term or timeframe, you will still be responsible for payment for the full term.  If you did not subscribe for any minimum period, then you may cancel at any time on thirty (30) days’ notice. In any case, you will be responsible for any and all charges and activity accrued prior to your Services termination date, and those obligations will survive your termination of the Services.

VI. Warranties; Limitations of Warranties.

Company undertakes commercially reasonable efforts to ensure that the information it provides is current and accurate, however, Company does not warrant the accuracy of information.  Company also undertakes commercially reasonable efforts to protect the confidentiality of any confidential information you provide, in accordance with the Privacy Policy, however, Company does not guaranty the confidentiality of such information against unauthorized third-party access or system failure. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by us or by third-party providers, or because of other causes beyond our reasonable control. We do not warrant that the Services will be uninterrupted or error free; nor do we make any warranty as to the results that may be obtained from use of the Services.

THE SERVICES, THE WEBSITE, AND ALL INFORMATION, CONTENT, AND MATERIALS RELATED TO THE FOREGOING, ARE PROVIDED “AS IS.”  EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, NON-INTERFERENCE, SYSTEM INTEGRATION AND ACCURACY OF DATA.   WE DO NOT WARRANT THAT USE OF THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR VIRUS FREE. ALTHOUGH INFORMATION THAT YOU SUBMIT MAY BE PASSWORD PROTECTED, WE DO NOT GUARANTEE THE SECURITY OF ANY INFORMATION TRANSMITTED TO OR FROM THE SERVICES AND YOU AGREE TO ASSUME THE SECURITY RISK FOR ANY INFORMATION YOU PROVIDE THROUGH THE SERVICES.

VII. Limitations of Liability.

IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, OR FOR LOSS OF PROFITS OR DAMAGES ARISING DUE TO BUSINESS INTERRUPTION OR FROM LOSS OR INACCURACY OF INFORMATION, INCLUDING IF AND TO THE EXTENT ANY OF THE FOREGOING ARISES IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OR INABILITY TO USE THE SERVICES, WHETHER OR NOT SUCH DAMAGES WERE FORESEEABLE AND EVEN IF WE WERE ADVISED THAT SUCH DAMAGES WERE LIKELY OR POSSIBLE.  IN NO EVENT WILL THE AGGREGATE LIABILITY OF US TO YOU FOR ANY AND ALL CLAIMS ARISING IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES, EXCEED THE TOTAL FEES PAID TO US BY YOU, IF ANY, DURING THE SIX-MONTH PERIOD PRECEDING THE DATE OF ANY CLAIM (OR $10 IF THE SERVICES ARE FREE). YOU ACKNOWLEDGE THAT THIS LIMITATION OF LIABILITY IS AN ESSENTIAL TERM BETWEEN YOU AND US RELATING TO THE PROVISION OF THE SERVICE TO YOU AND WE WOULD NOT PROVIDE THE SERVICE TO YOU WITHOUT THIS LIMITATION. THESE LIMITATIONS AND EXCLUSIONS APPLY IF THIS REMEDY DOESN’T FULLY COMPENSATE YOU FOR ANY LOSSES OR FAILS OF ITS ESSENTIAL PURPOSE OR IF WE KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF THE DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THESE LIMITATIONS AND EXCLUSIONS APPLY TO ANYTHING RELATED TO THIS AGREEMENT SUCH AS, WITHOUT LIMITATION, LOSS OF CONTENT; ANY VIRUS AFFECTING YOUR USE OF THE SERVICES; DELAYS OR FAILURES IN STARTING OR COMPLETING TRANSMISSIONS OR TRANSACTIONS; CLAIMS FOR BREACH OF CONTRACT, WARRANTY, GUARANTEE, OR CONDITION; STRICT LIABILITY, NEGLIGENCE, MISREPRESENTATION, OR OMISSION; TRESPASS, OR OTHER TORT; VIOLATION OF STATUTE OR REGULATION; OR UNJUST ENRICHMENT.

YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS US AND OUR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, AGENTS, AND EMPLOYEES FROM AND AGAINST ALL LOSSES, EXPENSES, DAMAGES, CLAIMS, JUDGMENTS, COSTS, EXPENSES AND LIABILITIES, INCLUDING REASONABLE ATTORNEYS’ FEES, INCURRED BY US OR SUCH PARTIES AND/OR ARISING OUT OF OR RESULTING FROM (1) ANY ACTUAL OR ALLEGED VIOLATION BY YOU OF THIS AGREEMENT (INCLUDING ANY REPRESENTATION OR WARRANTY HEREIN); (2) ANY ACTIVITY RELATED TO YOUR ACCOUNT BY YOU OR ANY OTHER PERSON ACCESSING THE SERVICE WITH YOUR PASSWORD; (3) YOUR USE OF AND ACCESS TO THE SERVICES; (4) YOUR ACTUAL OR ALLEGED VIOLATION OF ANY THIRD-PARTY RIGHT, INCLUDING WITHOUT LIMITATION ANY COPYRIGHT, PROPERTY OR PRIVACY RIGHT; (5) YOUR ACTUAL OR ALLEGED VIOLATION OF ANY LAW, RULE OR REGULATION; AND/OR (6) YOUR CONTENT OR DATA, INCLUDING IF IT CAUSES ANY DAMAGE TO A THIRD-PARTY. YOUR DEFENSE, INDEMNIFICATION AND HOLD HARMLESS OBLIGATIONS IN THIS AGREEMENT WILL SURVIVE THIS AGREEMENT AND YOUR USE OF THE SERVICES.

ANY USE OF THE SMS PLATFORM OR OTHER SERVICES BY ANY PARTY, INCLUDING YOU, IS DONE AT THE USER’S OWN RISK, WITHOUT ANY WARRANTY. DO NOT USE THE SERVICE TO SEND (AND WE ARE NOT RESPONSIBLE FOR) ANY EMERGENCY OR HIGH- RISK MESSAGES, SUCH AS, WITHOUT LIMITATION, ANY USE WHERE THE FAILURE OF THE SERVICE COULD CAUSE SERIOUS RISK, INCLUDING RISK OF INJURY TO PERSONS OR PROPERTY, OR A LIFE-THREATENING SITUATION.

If you use the Services to provide any services in any heavily regulated industry, such as, without limitation, medical, legal, tax or financial advice, you are fully responsible for all such services, and represent and warrant that you are appropriately qualified and certified to do so, possessing all necessary licenses and permits to do so. You indemnify us for any failure by you or your agents to do so and/or to follow any applicable laws, rules and regulations, and/or any industry standards or best practices. You may use the Services for informational purposes only, as an aid, but only as one information source among many, and not as the sole basis for making any decisions; you must conduct proper due diligence and use your own judgment when making any decisions based on any information, analytics or reports derived from the Services.

We shall not be liable for any circumstances arising out of causes beyond our reasonable control or without our fault or negligence, including, but not limited to, Acts of God, acts of civil or military authority, fires, riots, wars, embargoes, Internet disruptions, hacker attacks, or communications failures, or other force majeure.

VIII. Duration of Terms.

Once in effect, this Agreement will continue in operation until terminated by either you or us.  However, even after termination, the provisions of sections III through XIV of this Agreement will remain in effect in relation to any prior use of the Services by you.   You may terminate this Agreement at any time and for any reason by providing notice to Company in the manner specified in this Agreement or by choosing to cancel your access to the Services using the tools provided for that purpose within the Services.   We may terminate this Agreement without notice or, at our option, temporarily suspend your access to the Services, in the event that you breach this Agreement. Notwithstanding the foregoing, Company also reserves the right to terminate this Agreement at any time and for any reason by providing notice to you either through email or other reasonable means. After termination of this Agreement for any reason, you understand and acknowledge that Company will have no further obligation to provide the Services or access thereto.  Upon termination, all licenses and other rights granted to you by this Agreement, if any, will immediately cease, but your licenses to us shall survive, and certain of your obligations (including payment obligations, if any) will survive in accordance with the terms hereof.

IX. Modification of Terms.

Company reserves the right to modify these Terms at any time in accordance with this provision. If we make changes to these Terms, we will do so without prior notice to you by posting the revised terms on our website, notifying you at the time of revision, and updating the “Last Updated” date at the top of them. If you disagree with the revised Terms, you must terminate your participation in and use of the Services with immediate effect by cancelling the Services in accordance with this Agreement, deleting your LiveRecover Account, and ceasing all use of the Services. If you do not terminate your use before the date the revised Terms become effective, your continued access to or use of the Services and our website will constitute acceptance of the revised Terms. If you object to any such changes, your sole recourse will be to terminate this Agreement.

X. Modifications to Services.

We reserve the right to modify or discontinue the Services at any time with or without notice to you, including without limitation by adding or subtracting features and functionality, third-party content, etc.  Continued use of the Services following notice of any such changes will indicate your acknowledgement and acceptance of such changes and satisfaction with the Services as so modified.

XI. Ownership.

We and/or our vendors and suppliers, as applicable, retain all right, title and interest in and to the Services, the website and all information, content, Software, and other software and materials provided by or on behalf of us, including but not limited to all text, images, videos, logos, button icons, audio clips, and the look and feel of the website and our brands and logos, and any data compilations, including without limitation any data input by or on behalf of us or our third-party providers, and any aggregate, anonymized, statistical data about messages sent and received, and the nature and success of campaigns you run through us.  

You agree that you will not copy, reproduce, distribute or create derivative works from any information, content, software or materials provided by us, or remove any copyright or other proprietary rights notices contained in any such information, content, software or materials without the copyright owner’s prior written consent.

Unless otherwise stated, all content in our websites or other Services, is our property or the property of third-parties. These contents are protected by copyright as a collective work and/or compilation, pursuant to U.S. copyright laws, international conventions and other copyright laws.

XII. International Users.

The Services are controlled, operated and administered by us from within the United States. We make no representation that this site is available for access or use at other locations outside the U.S. However, any access or use from outside the U.S. is still subject to this Agreement. Access to the Services is expressly prohibited from territories where this site or any portion thereof is illegal. You agree not to access or use any information or materials on the Services in violation of U.S. export laws and regulations, or in violation of any laws or regulations in the country from which you are accessing the Services.  Any personal information which we may collect via the Services may be stored and processed in our servers located in the United States or in any other country in which we, or our affiliates, subsidiaries, or agents maintain facilities. You consent to any such transfer of personal information outside your country of residence to any such location.

XIII. Third-Party Content and Services.

Certain content (including, without limitation, advertisements) on the website and the Services may be supplied by third-parties. Company does not have editorial control over such content. Any opinions, advice, statements, services, offers, or other information that constitutes part of the content expressed or made available by third-parties, including without limitation, suppliers and vendors, advertisers, or any customer or user of the Services, are those of the respective authors or distributors and not of Company or its affiliates or any of its officers, directors, employees, or agents. In many instances, the content available on the Services represents the opinions and judgments of the respective third-parties, whether or not under contract with Company. You may enter into correspondence with or participate in promotions of such third-parties, such as advertisers promoting their products, services or content on this site. Any such correspondence or participation, including the delivery of and the payment for products, services or content, are solely between you and each such third-party. Company neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, submission, posting, or statement made on the Services. Under no circumstances shall Company, or its affiliates, or any of their respective officers, directors, employees, or agents, be liable for any loss or damage caused by your reliance on any content or other information obtained through the Services.

The Services may integrate and/or interact with third-party services, such as via APIs or browser extensions. For example, the Services may leverage APIs from third-parties, and/or rely on third-party browser extensions, and Company has no affiliation, association, endorsement, or sponsorship by any other third-party services with which it integrates or interacts from time to time (collectively, “Third-Party Services”). Company makes no claim, representation or warranty of any kind, type or nature concerning any Third-Party Services, nor Company’s or any User’s compliance with any third-party terms of service for any such Third-Party Services (collectively, “Third-Party Terms”). It shall be each user’s sole responsibility to analyze and interpret any applicable Third-Party Terms and comply therewith. Each user is solely responsible for their interpretation of Third-Party Terms and their actions relevant to compliance thereof. By using the Services, you hereby release Company and waive any and all claims or claim rights that you may have against Company, and release and indemnify Company against any claims that any third-party may have against you, including with respect to your use of any Third-Party Services, including if accessed or used via our Services, and with respect to Third-Party Terms, applicable privacy policies or any other rules or regulations of such third-parties.

You understand that when using the Services, you will be exposed to content from a variety of sources, and that we are not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such content. You further understand and acknowledge that you may be exposed to content that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against us with respect thereto, and, to the extent permitted by applicable law, agree to indemnify and hold harmless Company, its owners, operators, affiliates, licensors, and licensees to the fullest extent allowed by law regarding all matters related to your use of the Services.

As a convenience to you, Company may provide, in or through the Services, one or more links to third-party web sites or services and/or provide email contacts respecting third-parties. Company makes no endorsement of such third-parties, nor any representation or warranty regarding anything that takes place between you and any such third-parties, including, without limitation, visits to third-party web sites, services, email correspondence with third-parties, and business or other transactions with third-parties found through the Services. Please understand that such third-parties are independent from and not controlled by Company, even if, for example, a Company link or logo appears on a website linked from this website or our other Services. It is up to you to read those third-party sites’ applicable terms of use, privacy, and other applicable policies. For example, without limitation, we may outsource operation of certain aspects of our Services to one or more third-parties, and they may have access to certain data by virtue of operating such Services, subject to their own policies.

XIV. Class Action Waiver and Arbitration.

THIS SECTION CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER. IT AFFECTS YOUR RIGHTS ABOUT HOW TO RESOLVE ANY DISPUTE WITH US.

Except if you opt-out as expressly permitted below, or except to the extent contrary to applicable law (“Excluded Disputes”), you hereby agree that all disputes between you and us (whether or not such dispute involves a third-party) with regard to your relationship with us, including without limitation disputes related to these Terms of Use, your use of the website and the Service, and/or rights of privacy and/or publicity, may, in our discretion, be resolved by binding, individual arbitration under the American Arbitration Association’s rules for arbitration of consumer-related disputes and you hereby expressly waive trial by jury.

You expressly agree that you shall not participate in any class action or class-wide arbitration for any claims covered by this Agreement. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person’s account, if we are a party to the proceeding. This dispute resolution provision will be governed by the US Federal Arbitration Act, to the extent permissible.

Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with these Terms of Use.  

You may opt out of this agreement to arbitrate. If you do so, neither you nor we can require the other to participate in an arbitration proceeding. To opt out, you must notify us in writing within thirty (30) days of the date that you first became subject to this arbitration provision. You must use this address to opt out: [email protected]. You must include your name and residence address, the email address you use for your LiveRecover Account, and a clear statement that you want to opt out of this arbitration agreement.  If and to the extent the prohibition against class actions and other claims brought on behalf of third-parties contained above is found to be unenforceable, then such preceding language in this Arbitration section will be null and void. This arbitration agreement will survive the termination of your relationship with us.

XV. Miscellaneous.

These Terms will be interpreted in accordance with the laws of the State of Texas and the United States of America, without regard to conflict-of-law provisions. Judicial proceedings that are excluded from the Arbitration Agreement in Section XIV must be brought in state or federal court in Travis County, Texas, unless we both agree to some other location. You and we both consent to venue and personal jurisdiction in Travis County, Texas.

Except as they may be supplemented by additional terms and conditions, policies, guidelines or standards, this Agreement constitutes the entire agreement between LiveRecover and you pertaining to the subject matter hereof and supersede any and all prior oral or written understandings or agreements between LiveRecover and you in relation to the access to and use of the website and the Services.

These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties. You may not assign, transfer, or delegate these Terms and your rights and obligations hereunder without our prior written consent. Company may without restriction assign, transfer or delegate these Terms and any rights and obligations hereunder, at its sole discretion, with thirty (30) days’ notice. Your right to terminate these Terms by immediately discontinuing your use of and access to the Services at any time remains unaffected.

If any term of these Terms is to any extent illegal, otherwise invalid, or incapable of being enforced, such term shall be excluded to the extent of such invalidity or unenforceability; all other terms hereof shall remain in full force and effect; and, to the extent permitted and possible, the invalid or unenforceable term shall be deemed replaced by a term that is valid and enforceable and that comes closest to expressing the intention of such invalid or unenforceable term. If application of this severability provision should materially and adversely affect the economic substance of the transactions contemplated hereby, the party adversely impacted shall be entitled to compensation for such adverse impact, provided the reason for the invalidity or unenforceability of a term is not due to serious misconduct by the party seeking such compensation.

Company’s failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise permitted under law.

The headings in these Terms are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

Questions? If you have any questions about these Terms please contact our service team at [email protected]