liveBooks Terms of Service
Effective: January 1, 2017
Welcome to the liveBooks website.
PLEASE REVIEW THESE TERMS OF SERVICE CAREFULLY. YOUR USE OF THIS SITE AND/OR SUBSCRIPTION TO USE ANY SERVICE SHALL BE DEEMED TO BE YOUR AGREEMENT AND CONSENT TO ABIDE BY THESE TERMS OF SERVICE AS OF SUCH DATE (THE “EFFECTIVE DATE”). IF YOU DO NOT AGREE WITH ANY OF THE TERMS OF THESE TERMS OF SERVICE, DO NOT ACCESS OR OTHERWISE USE THE SITE, THE SERVICES, OR ANY INFORMATION CONTAINED ON THE SITE. WE MAY MODIFY OR REPLACE ANY PART OF THESE TERMS OF SERVICE AT ANY TIME, EFFECTIVE UPON THE DATE OF THE CHANGE. YOU ARE RESPONSIBLE FOR REGULARLY REVIEWING THESE TERMS OF SERVICE. YOUR ACCESS OR USE OF THIS SITE AND/OR SERVICES AFTER ANY CHANGES HAVE BEEN MADE WILL CONSTITUTE YOUR AGREEMENT TO THE MODIFIED TERMS OF SERVICE.
List of Contents
1.The Site and Services.
Site and Services Description.
Pursuant to this Agreement, liveBooks offers you certain non-custom services, applications and features, including templated website design and creation, the liveBooks Website Editor (defined below), support, royalty-free stock photos, hosting services, and other related or ancillary non-custom services (the “Non-Custom Services”) and certain custom website design and creation services for your User Site as agreed to by you and liveBooks (“Custom Services” and together with “Non-Custom Services”, the “Services”) directly and through the website and associated domains of www.livebooks.com (the “Site”). For purposes of this Agreement, liveBooks offers various tools as part of the Services to enable you to create and publish websites, including software, documentation, design and development tools, “look and feel” designs, templates, features, functionality, and web applications (collectively, the “liveBooks Website Editor”).
Users may opt to begin liveBooks accounts with a free trial, which allows you to evaluate the Site and Non-Custom Services, free of charge, for a limited period. In addition to our disclaimers of warranty below, you agree that all use of the Site and Services during the trial period is at your sole risk.
Should you wish to subscribe to the Services, you may select from the available types of subscription levels to the Services, which offer varying levels of support, design services and other features with Fees (defined below) that vary based on your subscription level. You may upgrade your subscription level at any time during the Term by contacting liveBooks’ sales team or via the ordering process on the Site and paying the applicable Fees as specified by liveBooks. You may downgrade your subscription level at any time so long as your actual usage (including without limitation storage, bandwidth, number of users, number of pages) does not exceed the limitations on any such downgraded subscription level. You acknowledge that If you downgrade, certain features or functionality of your User Site (defined below) and/or Content (defined below) or Data (defined below) may no longer be available.
This Agreement will commence as of the Effective Date and will continue for the term of your selected subscription service as indicated in your order (i.e., either 12 months from the first date of any paid subscription, or month-to-month commencing as of the first date of any paid subscription) (the “Subscription Term”). After the expiration of the initial Subscription Term, this Agreement will automatically renew on the same term as specified in your selected subscription service, unless explicitly cancelled by User prior to the expiration of the then current Subscription Term, or otherwise is terminated in accordance with Section 10.
During the Subscription Term, User may request liveBooks to provide Custom Services for the User Site. For any mutually-agreed upon Custom Services, liveBooks shall provide such Custom Services on a time-and-materials basis, at its then current rates, as set forth in in the order form upon payment in full for such Custom Services. Custom Services may require payment of an upfront deposit and/or additional fee, or change(s) in subscription level and associated fee.
Additional Non-Custom Services.
User may subscribe for add-on Non-Custom Services at any time. The term for any such add-on Services will be deemed to be co-terminous with the then-current Subscription Level to which such add-on applies, unless otherwise specified in your order form, and the applicable fees for such add-on Services shall be prorated based on the actual term for such add-on Services.
We are constantly reviewing the Site and Service offerings to strive to provide customers with the best suite of options available. We retain the right to revise the Site and/or the Services, including the tools made available to you, at any time for any reason including without limitation to comply with any applicable law or regulation.
2. User Site and User Account.
Establishing User Account.
Through the Services, Users may create and publish web sites hosted by liveBooks (“User Sites”). In order to establish a User Site and access and use certain sections and features of the Services, you must register and create an account with liveBooks (“User Account”). A User Account may only be created and maintained by a User who (i) is at least 18 years of age; and (ii) provides current, true and accurate information about User and its business in the registration process. Individuals under the age of 18 are prohibited from using the Site and Services. You are solely responsible for your User Account and any activity by any party in connection with your User Account. You must regularly update such information to assure its accuracy, and you must always comply with this Agreement. You hereby represent, warrant and covenant to us that (1) you are 18 years of age or over, (2) you have the legal authority and right to enter into this Agreement and (3) the information that you provide to us about you in connection with the Services will be current, true, accurate, supportable and complete. You agree that liveBooks may list User as a customer of liveBooks as part of liveBooks marketing collateral with respect to the Site and Services.
You agree to use commercially reasonable efforts to prevent unauthorized access to your User Account and related Services and to promptly notify liveBooks if you become aware of, or reasonably suspect, any security breach, including any loss, theft or unauthorized disclosure or use of your User Account or log-in credentials (password and user name). In order to prevent unauthorized access, you agree to keep your log-in credentials confidential, not let anyone else access your User Account, or do anything that might jeopardize the security of your User Account. You are solely and fully responsible for all activities that occur under your User Account, whether or not specifically authorized by you, and for any liabilities, damages, expenses or losses that may result from such activities.
You agree to cooperate with, and reasonably and promptly assist, liveBooks with creating and implementing any Custom Services, including, without limitation:
- providing liveBooks with any of your design ideas, templates, and/or proposed specifications for the Custom Services to your User Site as soon as practicable but not later than five (5) business days of your receipt of the liveBooks request;
- providing reviews and feedback regarding any of the liveBooks proposed designs for the Custom Services to your User SIte as soon as practicable but not later than three (3) business days of your receipt of the liveBooks request;
- making good faith efforts to mutually agree upon written specifications for the Custom Services to your User Site. You may request up to three (3) changes to the proposed specifications for the Custom Services without incurring any additional fees. Thereafter, additional changes will be at the liveBooks then-current rates;
- providing liveBooks with any Content that is to be displayed on the User Site pursuant the written specifications as soon as practicable but not later than three (3) business days of your receipt of the liveBooks request;
- accepting any Custom Services to your User Site that reasonably fulfill the mutually agreed upon written specifications for such Custom Services to your User Site. Any changes requested by you that are beyond the scope of the mutually agreed upon written specifications and which such changes are accepted by liveBooks will be performed at the liveBooks then-current rates.
3. Intellectual Property and License Grants.
3.1 Content You Provide.
liveBooks does not claim any ownership rights in any text, images, photos, video, sounds, links, User-submitted code or other intellectual property, works of authorship, project information, or any other materials that you or your employees or agents provide in connection with the Services or that you or your employees or agents post to your User Site (collectively, “Content”). You retain all ownership rights in and to your Content, subject to any applicable licenses granted to liveBooks in this Agreement. Nothing in this Agreement shall be construed to grant liveBooks any rights in and to your Content other than as expressly provided herein.
License to Content.
SOLELY for the purpose of allowing liveBooks to perform the Services and host your User Site during the Subscription Term, you hereby grant to liveBooks a non-exclusive, royalty-free, sublicensable, transferable (only in accordance with Section 18) license to access, use, reproduce, distribute, publicly perform, publicly display, modify, and create derivative works of the Content.
3.2 liveBooks IP.
You acknowledge that liveBooks and its affiliates, licensors, and/or partners own all right, title, and interest in and to the Site and the Services, including the liveBooks Website Editor, the “liveBooks8”, “LIVEBOOKS” and “SEO EVERYTHING” trademarks, and/or any content on the Site not posted by a user and/or an acknowledged third party, and all intellectual property rights therein (the “liveBooks IP”). All rights not expressly granted in this Agreement in and to the liveBooks IP are expressly reserved by liveBooks. Unless explicitly stated herein, nothing in this Agreement shall be construed as conferring any intellectual property rights, whether by estoppel, implication or otherwise.
No license to trademarks
The trademarks, service marks, internet domain names, trade dress, and trade names, including logos, product and services names, designs and slogans (collectively, “Trademarks”) displayed on the Site are the property of their respective owners. The unauthorized use of any Trademark displayed on the Site is strictly prohibited and no license to any Trademark is granted to you under this Agreement. You may not delete or alter any copyright, trademark or other intellectual property or proprietary rights notice that appears on the Site.
License to use the Services.
Subject to your full compliance with this Agreement and any qualifications contained herein, liveBooks hereby grants User, during the Subscription Term for which you have paid the applicable Fees, a limited, non-sublicensable, non-exclusive, non-transferable and revocable license to access the Site and the User Site and to use the Services solely for the purpose of the creation of and use of the User Sites hosted by liveBooks.
3.3 Data and Feedback.
You own all right, title, and interest in and to any data that is collected by liveBooks from you or your end users in connection with your User Site and your use of the Services (“Data”). You grant to liveBooks a perpetual, worldwide, irrevocable, non-exclusive, transferable, sublicensable, fully-paid, royalty-free license to access and use such Data in order to host the User Site and provide the Services to you, and to monitor and improve the Site and Services. Additionally, you agree that liveBooks may use the Data to collect, develop, create, extract, or otherwise generate statistics and other information and to otherwise compile, synthesize and analyze such Data (“Anonymized Data”). Notwithstanding anything in this Agreement to the contrary, to the extent that liveBooks collects or generates Anonymized Data, such Anonymized Data will be owned solely by liveBooks and may be used for any lawful business purpose without a duty of accounting to you, provided that such Anonymized Data is not personally identifiable and does not identify the source of such Data.
Any questions, comments, suggestions, ideas, proposals, or feedback you provide to us relating to the Site and/or the Services (including without limitation templates to be provided through the Site and/or the Services) (“Feedback”) shall be exclusively owned by liveBooks. By providing such Feedback to liveBooks, you assign to liveBooks all right, title and interest you may have in such Feedback. To the extent Feedback cannot be assigned to liveBooks, you hereby grant and agree to grant to liveBooks all rights needed for liveBooks to use, incorporate, and commercialize the Feedback. We may use Feedback as we deem appropriate, for any and all commercial and/or non-commercial purposes, in our sole discretion, without compensation or credit to you.
4. Restrictions; Your Obligations.
4.1 Content Requirements.
You are solely responsible for the accuracy, quality, integrity, and legality of the Content and of the means by which you acquire or generate Content. It is important to us that you do not use the Site and/or the Services to infringe the rights of others. You represent, warrant and covenant to us that (i) you have the right to display and share the Content via the Site and/or the Services and have obtained all consents and permissions required under all applicable laws regarding the publication, posting, and/or transmission (including on the User Site and through the Services and the Site) of any personal information and/or image, appearance, or likeness of any person, entity or property (including custom code) which is part of the Content and (ii) the posting and sharing of the Content via the Site (including on any liveBooks blogs or other social media accounts) and/or the Services does not violate the privacy rights, publicity rights, copyrights, trademark rights, contract rights, or any intellectual property or other rights of any person or entity. You are responsible for determining whether any material is protected by any such right.
You agree not to provide or display any Content that:
- is pornographic, sexually explicit, obscene, violent, or that promotes immoral activities;
- promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, age, or any other class or category protected by federal law;
- exploits children or minors or that depicts cruelty to animals;
- is malicious, defamatory, abusive, offensive, harmful or threatening, or otherwise is tortious or unlawful;
- is or could be reasonably considered as slanderous or libelous or Content with the sole purpose of causing harm or inciting hate;
- is intentionally false or misleading; and/or
- is illegal (including stolen copyrighted material) or that is related to illegal activities or businesses.
The list of restrictions above provides examples and is not complete or exclusive. liveBooks reserves the right to (1) terminate your User Account and/or your access to the Services and (2) refuse, delete or remove any Content, with or without notice, for any reason or no reason or for any action that liveBooks determines is inappropriate or disruptive to the Site or the Services or to any other user of the Site and/or Services.
4.2 Other Requirements and Restrictions.
You agree to:
- exercise caution when hosting large downloads (>10MB). liveBooks reserves the right to refuse to host any large downloadable files as determined by liveBooks in its sole discretion
- only access the Services through the interfaces provided by liveBooks;
- regularly and independently of the Site and Services, backup your Content;
- regularly save your User Site through the liveBooks Website Editor; and
- allow liveBooks to (1) link to, use, or publicly display, free of charge, any version of your User Site (or any part thereof, including the Content therein) in liveBooks’ corporate offices for marketing and promotional activities for the Site and/or Services provided that the Content shall not be separated from the User Site without your permission, and (2) modify your User Site, Content, and/or Data as reasonably required for such purposes; provided that we retain any copyright, trademark or other intellectual property or proprietary rights notice that appears on the User Site and include an appropriate attribution statement. You may opt-out of the rights granted under this clause (vi) by emailing us at email@example.com.
In addition, you agree not to, directly or through any third party:
- resell, rent, lease, loan, sell, transfer, or distribute the Site, the Services, or any source code used in or with the Site and/or the Services;
- store, host, modify, copy or otherwise reproduce, make derivative works of, reverse engineer, decompile, hack, disable, interfere with, disassemble, or disrupt the integrity or the performance of the Site and/or the Services, including any source code used in or with the Site and/or the Services, or any portion thereof or any third party data or materials contained therein;
- access the Site or Services through automated methods or use any data mining, robot, spider or similar data gathering or extraction methods. Use of robots or other computer code which calls the Site or Services, except where explicitly allowed, is absolutely forbidden;
- upload to the Site, Services and/or User Site or otherwise use them to design, develop, distribute and/or otherwise transmit or execute, any virus, worm, Trojan Horse, time bomb, software lock, web bug, spyware, malware, malicious code or any other computer code, file, or program that may or is intended to damage, harm or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component;
- download (other than the page caching) any portion of the Site or Services, except as expressly permitted by liveBooks in writing;
- use the Site or Services other than for their intended purposes;
- sell, assign, sublicense, grant a security interest in or otherwise attempt to transfer any right in the Site and/or Services or in any manner commercially exploit the Site and/or Services, in whole or in part, except as provided herein;
- use the Services as a remote storage server only. Users deemed to be using liveBooks solely as a remote storage server will have their account immediately terminated without notice and will have all files associated with their account permanently removed;
- send unsolicited messages (also known as junk mail or SPAM) to promote any website published using the Services;
- knowingly allow another website or hosting server to link to content files stored on liveBooks’ servers;
- use any metatags or any other “hidden text” utilizing “liveBooks” or any other name, trademark or product or service name of liveBooks without our prior written permission;
- attempt to gain unauthorized access to the Services, Site or their related systems or networks;
- link to any pirated software or content sites, including cracking programs or cracking program archives; and/or
- “frame” or “mirror” the Site, any user site, and/or the Services on any other server or Internet-based device without the prior written consent of liveBooks.
4.3 Effects of Violation.
The prohibitions and restrictions set forth in this Agreement do not require liveBooks to monitor or police any User Site or remove any Content or other information submitted by you or any other user.
You acknowledge and agree that your failure to abide by this Agreement or any misrepresentation made by you in this Agreement may result in (i) the removal of any Content from the User Site, the Site, and/or the Services, including if we determine it does or may infringe another party’s rights or violates any applicable law; and/or (ii) the immediate termination of your User Account, the licenses granted to you herein and/or any Services provided to you, either or both with or without further notice to you, and without any refund of amounts paid on account of any such Services.
THE FINAL CHOICE OF WHETHER YOU ARE IN VIOLATION OF ANY TERMS OF THIS AGREEMENT IS AT THE SOLE DISCRETION OF LIVEBOOKS. VIOLATION OF ANY TERMS OF THIS AGREEMENT MAY RESULT IN TRACKING INFORMATION BEING STORED TO IDENTIFY THE OFFENDING USER, AND A PERMANENT RESTRICTION FROM HOLDING A USER ACCOUNT AND/OR ACCESS TO THE SITE AND SERVICES.
5. No Endorsement.
No Endorsement or Sponsorship of User Sites.
You acknowledge that liveBooks does not control User Sites. The hosting of any User Site does not imply endorsement or sponsorship by liveBooks or any association or affiliation with liveBooks’ operators. If you create any User Site, you may not do anything to imply any such endorsement, sponsorship, association, affiliation or relationship with liveBooks or its affiliates. You may not use the name, logo or other trademarks of liveBooks, except to indicate that liveBooks is hosting your User Site. You further acknowledge that liveBooks may, but has no duty to, review or monitor your User Site.
Disclaimer of User Site.
You understand and acknowledge that your activity, business dealings, correspondence or interactions with third parties through your User Site, or through user sites owned or maintained by others, and any terms, conditions, warranties or representations associated with such dealings or interactions are solely between you and such third parties. YOU ACKNOWLEDGE AND AGREE THAT NEITHER LIVEBOOKS OR ITS AFFILIATES ARE RESPONSIBLE OR LIABLE IN ANY MANNER FOR, AND MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND REGARDING, THE CONTENT, FUNCTIONALITY, BUSINESS, LEGALITY, ACCURACY, COMPLETENESS, QUALITY, RELIABILITY, SECURITY, USEFULNESS, OR PRACTICES OF ANY USER SITES, FOR ANY INFORMATION COLLECTED IN CONNECTION WITH ANY USER SITE, OR FOR ANY DEALINGS WITH OR TRANSACTIONS OR ACTIVITY CONDUCTED ON OR IN CONNECTION WITH ANY USER SITE. YOUR USE AND INTERACT WITH THIRD PARTIES THROUGH YOUR USER SITE OR OTHER USER SITES IS AT YOUR OWN RISK. YOU UNDERSTAND AND AGREE THAT LIVEBOOKS DOES NOT PROVIDE ANY LEGAL ADVICE, COUNSEL, OR RECOMMENDATIONS WITH RESPECT TO ANY LAWS, REGULATIONS, OR OTHER REQUIREMENTS THAT MAY BE APPLICABLE TO YOUR USE OF THE USER SITE OR YOUR INTERACTIONS OR BUSINESS WITH THIRD PRATIES THROUGH YOUR USER SITE.
6. Supplemental Terms; Third-Party Services and Materials.
6.1 Supplemental Terms.
To enjoy certain aspects of the Services, additional terms may apply. An example of such additional terms are the “SEO Terms set forth below, which apply to you only insofar as you wish to use such services and functions. Any such supplemental terms (each, “Supplemental Terms”) shall become a part of this Agreement. Supplemental Terms are different from Third-Party Services and Third-Party Materials (each as defined below) in that Supplemental Terms relate to offerings provided by liveBooks, whereas Third-Party Services and Third-Party Materials relate to third party offerings. You acknowledge and agree that in the event of any conflict between the terms hereof and any Supplemental Terms, the Supplemental Terms shall govern with respect to the matters contemplated thereby.
6.2 Third Party Services, Third Party Materials and Linked Third-Party Websites.
The Services may enable access to third-party products, services, content, and websites (collectively and individually, “Third-Party Services”). Use of Third-Party Services may require acceptance of additional terms of service. Examples of Third-Party Services include additional functionality (such as search, email and ecommerce functions), stock photos, and domain name registration services. You agree to comply with any such terms. Further, information you make available to Third Party Services is subject to the privacy policies of such third parties. You agree that you will use the Third Party Services at your sole risk. As part of the Service, we may display, include, or make available certain content, data, information, applications, or materials from third parties (“Third-Party Materials”), or provide links to third-party websites (“Linked Third-Party Website”).
You acknowledge and agree that liveBooks does not control any Third-Party Services, Third-Party Materials, or Linked Third-Party Websites and is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect of any Third-Party Services, Third-Party Materials, and/or Linked Third-Party Websites. liveBooks does not warrant, guarantee, or endorse and disclaims any such warranties or guaranties and will not have any liability or responsibility to you or any other person for any Third-Party Services, Third-Party Materials, and/or Linked Third-Party Websites. It is your responsibility to verify any Third-Party Services, Third-Party Materials, and/or Linked Third-Party Websites before using or otherwise engaging them or linking to them.
7. Copyright Agents; Take-down Notice.
liveBooks respects the intellectual property of others, and we ask you to do the same. liveBooks may, in appropriate circumstances and at our discretion, terminate Services and/or access to the Site, User Account, or User Site to users who infringe the intellectual property rights of others. If you believe that your work is the subject of copyright infringement and appears on the Site or any User Site, you may request removal of those materials from the Site by submitting written notification to our Copyright Agent (designated below). In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) ("DMCA"), the written notice (the "DMCA Notice") must include substantially the following:
- An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright’s interest;
- A description of the copyrighted work that you claim has been infringed or a copy of the copyrighted work, or, if the claim involves multiple works on the Site, a representative list of such works;
- Identification of the URL (i.e., web page address) or other specific location on the Site where the material you claim is infringing is located;
- Your address, telephone number and email address;
- 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
- 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.
liveBooks’ agent for DMCA Notices of claims of copyright infringement on this Site can be reached as follows:By mail:
WWLB Management, L.L.C.
2 Wisconsin Circle, 3rd Floor
Chevy Chase, MD 20815
By e-mail: Privacy@livebooks.com
If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective.
Please be aware that if you knowingly materially misrepresent that material or activity on the Site is infringing your copyright, you may be held liable for damages (including costs and attorneys' fees) under Section 512(f) of the DMCA.
If you believe that material you posted on the site was removed or access to it was disabled by mistake or misidentification, you may file a counter-notification with us (a "Counter-Notice") by submitting written notification to our copyright agent (identified below). Pursuant to the DMCA, the Counter-Notice must include substantially the following:
- Your physical or electronic signature.
- An identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access disabled.
- Adequate information by which we can contact you (including your name, postal address, telephone number and, if available, e-mail address).
- A statement under penalty of perjury by you that you have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.
- A statement that you will consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or if you reside outside the United States for any judicial district in which the Site may be found) and that you will accept service from the person (or an agent of that person) who provided the Site with the complaint at issue.
Completed Counter-Notices should be sent to:By mail:
WWLB Management, L.L.C.
2 Wisconsin Circle, 3rd Floor
Chevy Chase, MD 20815
By e-mail: Privacy@livebooks.com
The DMCA allows us to restore the removed content if the party filing the original DMCA Notice does not file a court action against you within ten business days of receiving the copy of your Counter-Notice. Please be aware that if you knowingly materially misrepresent that material or activity on the Site was removed or disabled by mistake or misidentification, you may be held liable for damages (including costs and attorneys' fees) under Section 512(f) of the DMCA.
It is our policy in appropriate circumstances to disable and/or terminate the accounts of users who are repeat infringers.
8. Fees and Payment.
Subscription Fees for Non-Custom Services. liveBooks accounts may begin with a free trial. No credit card information is collected to initiate a trial account. The use of the Services following (or in lieu of) a trial-period is subject to payment of fees, as determined by liveBooks in its sole discretion (“Fees”). Fees that are payable pursuant to these Terms of Service for Non-Custom Services are set forth on the Site’s Pricing Page, unless otherwise set forth in any order form that may be entered into between liveBooks and you. liveBooks reserves the right to change any Fees applicable to any initial or renewal Subscription Term at any time by updating the Fees listed on the Site’s Pricing Page. Any sale, discounted, or promotional pricing is only available during the stated sale, discount, or promotion period and subject to such additional terms and conditions of such sale, discount, or promotion.
User may upgrade their subscription level at any time during the Term by contacting liveBooks’ sales team or via the ordering process on the Site and paying the applicable Fees as specified by liveBooks.
Fees for Custom Services.
If User opts for Custom Services, User agrees to pay liveBooks the applicable fee for such Custom Services on a time-and-materials basis, as specified by liveBooks. liveBooks will charge User’s credit card on record with liveBooks for the applicable fee, unless User provides a different credit card during the ordering process.
Fees for Third Party Services and Materials.
liveBooks and its personnel may procure certain Third Party Services or Third Party Materials on your behalf. Depending on the applicable Third Party Service or Third Party Materials, you will be required to pay liveBooks for the Third Party Service or Third Party Materials, or pay the applicable third party service provider directly. Fees for these Third Party Services or Third Party Materials will be communicated to you and/or set forth on the liveBooks Pricing Page or in a quote or order form between liveBooks and User.
The Fees applicable to User Sites and Non-Custom Services are payable in advance of the Subscription Term, by credit card or such other electronic payment method as may be designated by liveBooks from time to time in accordance with the payment terms and dates set forth on the order form.
The Fees applicable to Custom Services shall be paid in advance of the provision of such Custom Service time in accordance with the payment terms and dates as specified by liveBooks.
You must provide liveBooks with a valid credit card at all times during the term of your subscription. You hereby consent to automatic billing by liveBooks by credit card or such other electronic payment method for all Fees due by you to liveBooks.
In order to ensure that you do not experience any interruption of the Services due to the expiration of your Subscription Term, your subscription will automatically renew at the end of the applicable Subscription Term. Unless you notify us before the end of your Subscription Term as provided in Section 8.3 below, liveBooks will automatically renew the applicable Services for a renewal term equal in time to the original paid Subscription Term for such Services, and you authorize us (without notice) to automatically charge you the applicable Fees using the payment method you have on file with liveBooks. The subscription levels and Fees may change over time. Your renewal subscription will be the one we choose as being closest to your subscription level.
Payment Terms and Taxes.
All Fees are due and payable in U.S. dollars, are non-refundable and are exclusive of applicable sales, excise, use, or similar taxes. User shall pay all such taxes directly or to us, as required by applicable law.
As a courtesy to User, if User fails to provide a valid credit card at any time during the Term, or if User’s credit card is declined at any time during the Subscription Term, your User Account will immediately be suspended and you will not be able to make any changes to your account (provided that your User Site will remain published for a period of thirty (30) days) and we will attempt to contact you to resolve the credit card issue. If, after thirty (30) days from the payment date, User fails to respond to our contact attempts, and/or if charges to User’s credit card continue to be declined, rejected, or otherwise charged back, liveBooks may terminate this Agreement and/or access to the User Site and User Account or provision of the Services. Any past due Fees will be sent to collections. If our collection efforts fail, unpaid debts may, at liveBook’s sole discretion, be reported to all available credit reporting agencies.
If you have a question about charges made to your account, please contact us immediately at firstname.lastname@example.org. If the charges were made in error, we will credit your account or credit card account for the appropriate amount.
8.3 Cancellation Fees.
If User cancels this Agreement prior to the expiration of the applicable Subscription Term, User shall not be entitled to receive any refund and shall be required to pay cancellation fees as follows:
- the monthly Fees that would have been payable to liveBooks for the remainder of the Subscription Term;
- if User elects to receive supplemental Services, all applicable cancellation fees pursuant to the Supplemental Terms; and
- any cancellation fees associated with Third-Party Services or Materials imposed by a third-party service provider.
You acknowledge and agree that (1) liveBooks may allocate staff and other resources to you in connection with the Services, including design services and certain Third Party Services, and liveBooks would incur substantial losses if it were not able to receive fees associated with the cost of such staff, resources and Third Party Services and Materials upon premature termination by you, (2) such payment is a genuine pre-estimate of the loss that liveBooks would incur upon your early termination of this Agreement, and (3) such payment is not a penalty.
9. Electronic Communications.
By using the Site and Services, you consent to receiving electronic communications from liveBooks. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to our Site and Services. These electronic communications are part of your relationship with liveBooks and you receive them as part of the Services and your User Account. You agree that any notices, agreements, disclosures or other communications that we send you electronically will satisfy any legal communication requirements, including that such communications be in writing.
10. Suspension and Termination.
Services may be terminated by you, without cause, through the settings on your User Account. Immediately following confirmation of your cancellation, you will not be able to access your User Account and your User Site will be deleted and unpublished. See Section 8.3 above regarding cancellation fees associated with any such cancellation of account. Notwithstanding anything to the contrary, in no event shall User be entitled to any refund of any fees payable by User in connection with the Site, the User Site, the User Account, and/or the Services.
We may terminate this Agreement or restrict, suspend or terminate your User Account, User Site and use of the Services at our discretion without notice at any time, including if we determine that your use violates this Agreement (including without limitation failure to pay Fees due to liveBooks), is improper, substantially exceeds or differs from normal use by other users, or otherwise involves fraud or misuse of the Services or harms our interests or those of another user of the Services. If your User Account is restricted, suspended or terminated, you may be unable to access your User Site and any Content or Data therein and you will not receive any refund of Fees or any other compensation.
liveBooks may terminate this Agreement: (i) for convenience upon thirty (30) days written notice to Client. If we terminate this Agreement prior to the end of the Subscription Term, other than for User’s breach or violation of the Agreement or other than for User’s early cancellation of the Agreement, we will give you a prorated refund of any Fees paid for your User Site based on the number of full months remaining in your subscription.
Effects of Termination.
Termination of this Agreement or the Services does not relive User of any obligations to pay any Fees or other amounts due hereunder that were owed by you to us as provided under this Agreement, whether accrued prior to or after termination. Subject to the User’s rights set forth in subsection ii. of the “License to use the Services” provision of Section 3.2 above, upon termination: (i) User will discontinue all use of the Services, and (ii) the User Site will be taken down in its entirety. IT IS USER’S SOLE RESPONSIBILITY TO BACKUP ITS CONTENT AND DATA DURING THE SUBSCRIPTION TERM, AND USER AGREES AND ACKNOWLEDGES THAT AFTER TERMINATION OF THIS AGREEMENT, USER MAY NOT HAVE ACCESS TO THE CONTENT AND DATA VIA THE SERVICE.
11. Privacy Policies.
As a result of the performance of the Services, we may disclose to you or you may otherwise learn of or discover, certain of liveBooks’ and/or its affiliates’, licensors’ and partners’ confidential or proprietary information, including business practices, object code, source code, and information related to operations, capabilities, systems, current and future strategies, marketing, finances, customers, software, technologies, processes, procedures, methods and applications, or other aspects of our business ("Confidential Information"). You agree to use Confidential Information only as expressly permitted in the Agreement and not to disclose Confidential Information to third parties without our prior written consent. Furthermore, you acknowledge that our information is proprietary, confidential and extremely valuable to us, and that liveBooks would be materially damaged by your disclosure of Confidential Information. You acknowledge and agree that monetary damages provide an insufficient remedy for the breach of this confidentiality obligation, and that liveBooks will be entitled to injunctive and other equitable relief.
13. Support and Maintenance; Availability.
liveBooks will offer a commercially reasonable amount of email technical support regarding use of the Services which may vary based on subscription level. During scheduled system maintenance, the Service may be unavailable. Emergency maintenance may be required in the event of system failure. We make no guarantees about uptime or availability and the Services may not be available at all times, Use of the Services or the Site is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including this paragraph.
14. Indemnification of liveBooks.
15. Disclaimer of Warranties.
LIVEBOOKS MAKES NO WARRANTY, EXPRESS OR IMPLIED, THAT THE SITE, THE SERVICES, OR ANY USER SITES WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION THEREOF WILL BE CONTINUOUS, UNINTERRUPTED, OR ERROR FREE. LIVEBOOKS WILL BE NOT LIABLE FOR ANY INTERRUPTION, OUTAGE, OR FAILURE TO PROVDE THE SITE, ANY USER SITE, AND/OR THE SERVICES OR FOR ANY CONTENT PROVIDED BY YOU OR ON YOUR BEHALF. THE SITE, USER SITE, AND THE SERVICES, ARE PROVIDED “AS IS”, “WHERE IS” AND “AS AVAILABLE”, WITHOUT WARRANTY OF ANY KIND AND LIVEBOOKS, FOR ITSELF, ITS AFFILIATES, AND ITS LICENSORS, EXPRESSLY DISCLAIMS ALL WARRANTIES, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE ENTIRE RISK AS TO THE QUALITY, SUITABILITY, ACCURACY, RELIABILITY, COMPLETENESS AND PERFORMANCE OF THE SITE, THE USER SITE, AND THE SERVICES (INCLUDING WITHOUT LIMITATION ANY BROWSER AND/OR DEVICE INCOMPATIABILITY) IS WITH YOU. SHOULD YOUR USER SITE PROVE DEFECTIVE, YOU (AND NOT LIVEBOOKS, ITS PARENT, SUBSIDIARIES, AFFILIATES, LICENSORS, OR PARTNERS) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.
Some of the Services may be provided as a beta version and may be subject to beta testing. Your use of the beta Services is deemed your agreement to participate in beta testing. You understand and agree that beta Services may still contain software bugs, suffer disruptions and not operate as intended or described.
16. Limitation of Liability.
Under no circumstances shall liveBooks (including its parent, subsidiaries, affiliates, clients, officers, directors, agents, and employees), its licensors, partners, or anyone else involved in creating, producing or distributing the Services, the User Site, and/or the Site be liable for: (i) any indirect, incidental, special, or consequential damages in connection with the use of or inability to use the Service, the Site, or any User Site, or that results from mistakes, omissions, interruptions, deletion of files, errors, defects, delays in operation, or transmission or any failure of performance, or (ii) total damages in excess of the aggregate dollar amount which you paid directly to liveBooks during the twelve (12) months preceding the claim.
Such limitations shall apply to liveBooks’ total liability, including any liability for damages caused or allegedly caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation of transmission, communications failure, theft of destruction of or unauthorized access to, alteration of, or use of records, whether for breach of contract, tortious behavior, negligence, or under any other cause of action. The foregoing limitations apply even if liveBooks has been notified of the possibility of such damages and notwithstanding any failure of essential purpose.
17. Force Majeure.
Neither liveBooks nor User will be in default of this Agreement for failing to perform any obligation hereunder, other than the payment of Fees, as a result of any delay, failure in performance, or interruption of services resulting directly or indirectly from acts of God, network failures, theft, destruction or unauthorized access to liveBooks records, programs or services, acts of civil or military authorities, civil disturbances, wars, terrorism, energy crises, fires, transportation contingencies, interruptions in third-party telecommunications or Internet equipment or service, other catastrophes, or any other similar occurrences which are beyond liveBooks’ or User’s control.
User may not assign this Agreement or any license set forth herein, in whole or in part, without liveBooks’ prior written consent. liveBooks may assign the Agreement in its discretion. Any purported assignment in violation of this Section shall be null and void. This Agreement is binding on all permitted assignees.
19. Governing Law and Venue; Arbitration.
By visiting or using the Site, you agree that the laws of the State of Maryland (the “Place of Jurisdiction”), without regard to principles of conflict of laws of any state or jurisdiction, will govern this Agreement and any dispute of any sort that might arise between you and liveBooks or any of our affiliates. With respect to any disputes or claims not subject to arbitration (as set forth below), you agree not to commence or prosecute any action in connection therewith other than in the state and federal courts of Maryland, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in the state and federal courts of Maryland.
Disputes between User and liveBooks regarding the Site and Services should be reported to email@example.com liveBooks will attempt to resolve any disputes you have with us. Because liveBooks is a neutral venue, liveBooks is not responsible for resolving any disputes between you and other users regarding services or transactions. Any claim or controversy arising out of or relating to your use of the Site or the Services, this Agreement, or to any acts or omissions for which you may contend liveBooks is liable, including but not limited to any claim or controversy as to arbitrability (in any case, a "Dispute"), shall be finally, and exclusively, settled by arbitration. The arbitration shall be held before one arbitrator under the commercial arbitration rules of the American Arbitration Association ("AAA") in force at that time. The arbitration shall be conducted in the Place of Jurisdiction. The arbitrator shall be selected pursuant to the AAA rules. Should no AAA rule regarding Maryland selection of an arbitrator be in effect, the User shall select an arbitrator from a panel of arbitrators acceptable to liveBooks. In any arbitration, the parties will split the cost of the filing fee, plus the costs associated with the first day of arbitration, with the remaining costs of arbitration paid by the non-prevailing party, provided, however, that in Maine any cost to the consumer shall be limited to the cost of filing a court case. To begin the arbitration process, a party must make a written demand therefore.
Any judgment upon an award rendered by the arbitrators may be entered in any court of competent jurisdiction in the Place of Jurisdiction. The arbitrators shall not have the power to award damages in connection with any Dispute in excess of actual compensatory damages and shall not multiply actual damages or award consequential, punitive or exemplary damages, and each party irrevocably waives any claim thereto. User and liveBooks agree to arbitrate solely on an individual basis, and that this Agreement does not permit class arbitration or any claims brought as a plaintiff or class member in any class or representative arbitration proceeding. The arbitral tribunal may not consolidate more than one person's claims, regardless of the nature of the dispute or issues involved, and may not otherwise preside over any form of a representative or class proceeding.
THIS AGREEMENT PROVIDES THAT ALL DISPUTES BETWEEN USER AND LIVEBOOKS WILL BE RESOLVED BY BINDING ARBITRATION. USER HEREBY GIVES UP ANY RIGHT TO GO TO COURT TO ASSERT OR DEFEND ITS RIGHTS. USER ALSO GIVES UP YOUR RIGHT TO PARTICIPATE IN OR BRING CLASS ACTION LAWSUITS. USER'S RIGHTS WILL BE DETERMINED BY NEUTRAL ARBITRATORS AND NOT A JUDGE OR JURY. User is entitled to a fair hearing, but the arbitration procedures are simpler and more limited than rules applicable in court. Arbitrator decisions are enforceable as any court order and are subject to very limited review by a court by using the Site and/or the Services, User consents to these restrictions.
In the event the prohibition on class arbitration is deemed invalid or unenforceable, then the remaining portions of the arbitration agreement will remain in force. If either party employs attorneys to enforce any right in connection with any Dispute or lawsuit, the prevailing party shall be entitled to recover reasonable attorneys' fees.
20. Cooperation with Law Enforcement.
Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Site or Services. YOU WAIVE AND HOLD HARMLESS LIVEBOOKS AND ITS AFFILIATES, LICENSEES, PARTNERS AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
21. Relationship of the Parties.
You agree that no joint venture, partnership, employment, or agency relationship exists between you and liveBooks as a result of this Agreement or use of the Services or the Site. Neither liveBooks nor User will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent, other than as provided herein.
22. Compliance with Laws.
liveBooks controls and operates the Site from its headquarters in the United States and makes no representations that the Site or Services are appropriate or will be available to use in locations other than the United States. If you use the Site or Services from outside of the United States, you are entirely responsible for compliance with applicable laws, including but not limited to the export and import regulations. You may not use or otherwise export or re-export the Site or Services (or any portion thereof) except as authorized by United States law and the laws of the jurisdiction in which the Services were accessed. The performance of liveBooks pursuant to this Agreement is subject to existing laws and legal process, and nothing contained in this Agreement is in derogation of the right to comply by liveBooks with governmental, court and law enforcement requests or requirements relating to your use of the Site, Services or information provided to or gathered by liveBooks with respect to such use. Your Personal Information may be processed by liveBooks in the country where it was collected, as well as other countries (including the United States) where laws regarding processing of personally identifiable information may be less stringent than the laws in your country. In addition, in the event you contact liveBooks via telephone, you understand, acknowledge and agree that such phone conversations may be recorded.
If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement shall continue in effect.
The failure of either party to enforce at any time the provisions of the Agreement shall in no way be construed to be a present or future waiver of such provisions, nor in any way affect the ability of either party to enforce each and every such provision thereafter. The express waiver by either party of any provision, condition or requirement of the Agreement shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement.
25. Entire Agreement.
This Agreement constitutes the entire agreement between User and liveBooks with respect to the Site, the Services and/or any User Site and it supersedes and terminates all prior or contemporaneous agreements, versions, communications, quotes and proposals, whether electronic, oral or written, between User and liveBooks with respect to the Services, the Site and/or any User Site. There are no covenants, promises, agreements, warranties, representations, conditions or understandings, either oral or written, between User and liveBooks with respect to the subject matter of this Agreement other than as set forth herein.
26. Electronic Versions.
A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
We may modify or replace any part of this Agreement at any time, effective upon the date of the change. If you have a User Account, we may (but are not required to) provide you with notice via the email address that we have on file for you that we have changed this Agreement.
Headings are used in this Agreement for convenience and shall not in any way affect the construction or be taken into consideration in interpreting this Agreement. Except where the context requires otherwise, the words “include”, “including” and “includes” are deemed to be followed by the phrase “but not limited to”, “without limitation” or words of similar import. The term “sole discretion” with respect to any determination to be made by a party under these Terms of Service, means the sole and absolute discretion of that party, without regard to any standard of reasonableness or other standard by which the determination of that party might be challenged.
29. Supplemental Terms.
PPC Terms.(a) If User submits (and liveBooks accepts) a quote, order form, or online form submitted through the Site for pay-per-click (PPC) Internet marketing services (“PPC Services”), liveBooks will implement and manage a pay-per-click campaign on behalf of User for its User Site. The campaign will commence on the date liveBooks receives payment of the Fees for the PPC Services and continue for a period of twelve (12) months (the “PPC Campaign Period”), unless earlier terminated by the parties as provided in the Terms of Service. User acknowledges that the actual date the PPC Services begin may be later than the date liveBooks receives payment of the Fees for the PPC Services, due to additional work that liveBooks will need to perform, or due to requirements of the applicable search engine.
(b) User shall pay Fees for the PPC Services as set forth in the quote, order form or online form. If User elects to terminate its access to the Service or its receipt of the PPC Services prior to the expiration of the PPC Campaign Period, User shall pay liveBooks an early termination fee equal to 50% of the Fees for the PPC Services that would have been payable to liveBooks for the remainder of the PPC Campaign Period, minus any media costs that would have been otherwise payable.
(c) User acknowledges that results achieved from paid marketing services can be unpredictable and imprecise and that liveBooks does not guarantee any specific results will be achieved from the PPC Services. User assumes responsibility for implementing any advice provided by liveBooks in connection with the PPC Services.
(d) User shall cooperate and assist liveBooks in the performance of the PPC Services, including by providing access to certain resources necessary for liveBooks’ performance of the PPC Services.
SEO Terms.(a) If User submits (and liveBooks accepts) a quote, order form or online form submitted through the Site for search engine optimization (SEO) services (“SEO Services”), liveBooks will implement and manage a SEO campaign on behalf of User for its User Site. The campaign will commence on the date liveBooks receives payment of the Fees for the SEO Services and continue for a period of twelve (12) months (the “SEO Campaign Period”), unless earlier terminated by the parties as provided in the Terms of Service.
(b) User shall pay Fees for the SEO Services as set forth in the quote, order form or online form. If User elects to terminate its access to the Service or its receipt of the SEO Services prior to the expiration of the SEO Campaign Period, User shall pay liveBooks an early termination fee equal to 50% of the Fees for the SEO Services that would have been payable to liveBooks for the remainder of the SEO Campaign Period. User acknowledges that the actual date the SEO Services begin may be later than the date liveBooks receives payment of the Fees for the SEO Services, due to additional work that liveBooks will need to perform, or due to requirements of the applicable search engine.
(c) User acknowledges that results achieved from paid marketing services can be unpredictable and imprecise and that liveBooks does not guarantee any specific results will be achieved from the SEO Services. User assumes responsibility for implementing any advice provided by liveBooks in connection with the SEO Services.
(d) User shall cooperate and assist liveBooks in the performance of the SEO Services, including by providing access to certain resources necessary for liveBooks’ performance of the SEO Services.