The Terms of Use agreement ("Agreement" or "Terms of Use") sets forth the legally binding terms and conditions for your use of the service owned and operated by LiveProfile, Inc., a company registered in Delaware and doing business as LiveProfile (“LiveProfile”), including, without limitation, the www.liveprofile.com website and domain name (the “Site” or "Website"), software on your mobile device, content, application services owned and operated LiveProfile in connection therewith (collectively, the “Service”).
Please read these Terms of Use carefully before using the Service offered by LiveProfile.
BY USING AND REGISTERING FOR THE SITE OR SERVICE IN ANY MANNER, INCLUDING BUT NOT LIMITED TO VISITING OR BROWSING THE SITE, YOU AGREE TO BE BOUND BY THIS AGREEMENT. THIS AGREEMENT APPLIES TO ALL USERS OF THE SITE OR SERVICE, INCLUDING USERS WHO ARE ALSO CONTRIBUTORS OF CONTENT, INFORMATION, AND OTHER MATERIALS OR SERVICES ON THE SITE.
The Service is offered subject to acceptance without modification of all of the terms and conditions contained herein (the "Terms of Use"), which terms also incorporates LiveProfile's Privacy Policy and all other operating rules, policies and procedures that may be published from time to time on the Site by LiveProfile, each of which is incorporated by reference and each of which may be updated by LiveProfile from time to time without notice to you. In addition, some services offered through the Service may be subject to additional terms and conditions set by LiveProfile from time to time; your use of such services is subject to those additional terms and conditions, which are incorporated into these Terms of Use by this reference.
Subject to Terms of Use, LiveProfile may offer to provide the Services, and which are selected by you, solely for your own use, and not for the use or benefit of any third party. Services shall include, but not be limited to, any services LiveProfile performs for you, any applications offered by LiveProfile that you download from the Site or from third-party application stores (e.g., iTunes® store, Blackberry App WorldTM, or Android Market) authorized by LiveProfile, as well as the offering of any materials displayed or performed on or through the Site or the Services.
The Service is available only to individuals who are at least 13 years old. You represent and warrant that if you are an individual, you are of legal age to form a binding contract, and that all registration information you submit is accurate and truthful. LiveProfile may, in its sole discretion, refuse to offer the Service to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Service is revoked in such jurisdictions.
LiveProfile reserves the right, at its sole discretion, to modify or replace any of the Terms of Use, or change, suspend, or discontinue the Service (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Website or by sending you an email. LiveProfile may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability. It is your responsibility to check the Terms of Use periodically for changes. Your continued use of the Service following the posting of any changes to the Terms of Use constitutes acceptance of those changes.
LiveProfile’s current privacy statement is located on the Website at Privacy Policy (the “Privacy Policy”) and is incorporated into the Terms of Use.
As a condition of use, you promise not to use the Service for any purpose that is prohibited by the Terms of Use. The Service (including, without limitation, any Content, or User Submissions as defined below) is provided only for your own personal, non-commercial use. You are responsible for all of your activity in connection with the Service. For purposes of the Terms of Use, the term “Content” includes, without limitation, any advertisements, advice, suggestions, videos, audio clips, written forum comments, messages, information, data, text, photographs, software, scripts, images, graphics, and other content interactive features generated, provided, posted or otherwise made accessible on or through the Service. By way of example, and not as a limitation, you shall not (and shall not permit any third party to) either (a) take any action or (b) upload, download, post, submit, link to or otherwise distribute or facilitate distribution of any Content on or through the Service, that:
Additionally, you shall not: (i) take any action that imposes or may impose (as determined by LiveProfile in its sole discretion) an unreasonable or disproportionately large load on LiveProfile’s (or its third party providers.) infrastructure; (ii) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; (iii) bypass any measures LiveProfile may use to prevent or restrict access to the Service (or other accounts, computer systems or networks connected to the Service); (iv) run of auto-responder or “spam” on the Service; or (v) use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Website.
You shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Service, except to the limited extent applicable laws specifically prohibit such restriction, (ii) modify, translate, or otherwise create derivative works of any part of the Service, or (iii) copy, rent, lease, distribute, or otherwise transfer any or all of the rights that you receive hereunder. You shall abide by all applicable local, state, national and international laws and regulations.
LiveProfile does not guarantee that any Content or User Submissions (as defined below) will be made available on the Site or through the Service. LiveProfile has no obligation to monitor the Site, Service, Content, or User Submissions. However, LiveProfile reserves the right to (i) remove, edit or modify any Content in its sole discretion, including without limitation any User Submissions, from the Site or Service at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if LiveProfile is concerned that you may have violated the Terms of Use), or for no reason at all and (ii) to remove or block any User Submissions from the Service.
You may browse the Site and view Content without registering, but as a condition to using certain aspects of the Service, you are required to register with LiveProfile and provide LiveProfile with accurate, truthful, and complete registration information (including, but not limited to your name (“User Name”), e-mail address and a password you will use to access the Service) and to keep your registration information accurate and up-to-date. Failure to do so shall constitute a breach of the Terms of Use, which may result in immediate termination of your LiveProfile account. You shall not:
LiveProfile reserves the right to refuse registration of, or cancel a User Name in its sole discretion. You are solely responsible for activity that occurs on your account and shall be responsible for maintaining the confidentiality of your LiveProfile password. You shall never use another user’s account without such other user’s express permission. You will immediately notify LiveProfile in writing of any unauthorized use of your account, or other account related security breach of which you are aware.
Through your account with LiveProfile (“LiveProfile Account”), you may be able to access, link to and display Content on or from your LiveProfile Account and your accounts or profiles with third party sites (“User Content”); you represent, warrant and agree that with respect to User Content on third party sites you will in all cases comply with all applicable third party terms of services and any other obligations you may have with respect to that third party site and User Content. The Service may allow you to specify the User Content that will be accessed, linked to and displayed on or through your LiveProfile Account.
The Service may also provide you with the ability to upload, submit, disclose, distribute or otherwise post (hereafter, “posting”) User Content to the Services (the “User Submissions”). By posting User Submissions on the Website or otherwise through the Service:
You hereby do and shall grant LiveProfile a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, modify, reproduce, distribute, prepare derivative works of, display, publish, perform, and otherwise fully exploit (“Use”) the User Submissions in connection with the Website, the Service and LiveProfile’s (and its successors and assigns) business, including without limitation for promoting and redistributing part of the Website (and derivative works thereof) or the Service in any media formats and through any media channels (including, without limitation, third party websites). You also hereby do and shall grant each user of the Website and/or the Service a non-exclusive license to access your User Submissions through the Website and the Service, and to Use such User Submissions as permitted through the functionality of the Website and the Service and under these Terms of Use. For clarity, the foregoing license grant to LiveProfile does not affect your other ownership or license rights in your User Submission(s), including the right to grant additional licenses to the material in your User Submission(s), unless otherwise agreed in writing;
You represent and warrant (and will promptly demonstrate to LiveProfile’s satisfaction upon request): (a) that you own or otherwise control all rights to Use such User Submissions and that disclosure and Use of such User Submissions by LiveProfile (including without limitation, publishing content on or at the Website) will not infringe or violate the rights of any third party, including without limitation any intellectual property, privacy, publicity, contract or other rights of any person or entity; (b) that You have the permission to Use the name and likeness of each identifiable individual person and to Use such individual’s identifying or personal information, such as his or her username(s), on the Service; and (c) that You are authorized to grant all of the aforementioned rights to the User Submissions to LiveProfile and all users of the Service;
You agree to pay all royalties and other amounts owed to any person or entity due to your Use of any User Submissions on the Service; and
You understand that LiveProfile shall have the right to reformat, excerpt, or translate any materials, content or information submitted by you; and that all information publicly posted or privately transmitted through the Website or otherwise through the Service is the sole responsibility of the person from which such content originated and that LiveProfile will not be liable for any errors or omissions in any content; and that LiveProfile cannot guarantee the identity of any other users with whom you may interact in the course of using the Service.
LiveProfile does not endorse and has no control over any User Submission. LiveProfile cannot guarantee the authenticity of any data which users may provide about themselves. You acknowledge that all Content accessed by you using the Service is at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom.
The Service may permit you to link to other websites, services or resources on the Internet, and other websites, services or resources may contain links to the Site. When you access third party websites, you do so at your own risk. These other websites are not under LiveProfile's control, and you acknowledge that LiveProfile is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply endorsement by LiveProfile or any association with its operators. You further acknowledge and agree that LiveProfile shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such Content, goods or services available on or through any such website or resource.
You agree that the Service contains Content specifically provided by LiveProfile or its partners and that such Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through the Service.
LiveProfile grants each user of the Site and/or Service a worldwide, non-exclusive, non-sublicensable and non-transferable license to use, modify and reproduce the Content, solely for personal, non-commercial use. Use, reproduction, modification, distribution or storage of any Content for other than personal, non-commercial use is expressly prohibited without prior written permission from LiveProfile, or from the copyright holder identified in such Content's copyright notice. You shall not sell, license, rent, or otherwise use or exploit any Content for commercial use or in any way that violates any third party right.
LiveProfile may terminate your access to all or any part of the Service at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your membership. If you wish to terminate your account, you may do so by following the instructions in the Account Settings section of the Website. Any fees paid hereunder are non-refundable. All provisions of the Terms of Use which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
LiveProfile has no special relationship with or fiduciary duty to you. You acknowledge that LiveProfile has no control over, and no duty to take any action regarding: which users gains access to the Service; what Content you access via the Service; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content. You release LiveProfile from all liability for you having acquired or not acquired Content through the Website or otherwise through the Service. The Website or other features of the Service may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. LiveProfile makes no representations concerning any content contained in or accessed through the Service, and LiveProfile will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Service.
THE SERVICE (INCLUDING, WITHOUT LIMITATION, ANY CONTENT) IS PROVIDED “AS IS” AND “AS AVAILABLE. AND IS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. LIVEPROFILE, AND ITS DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (A) THE SERVICE WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (C) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SERVICE WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICE IS SOLELY AT YOUR OWN RISK.
SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
ELECTRONIC COMMUNICATIONS PRIVACY ACT NOTICE (18USC 2701-2711): LIVEPROFILE MAKES NO GUARANTEE OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON THE WEBSITE OR ANY WEBSITE LINKED TO THE WEBSITE.
LiveProfile will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on LiveProfile.s equipment, transmitted over networks accessed by the Website, or otherwise connected with your use of the Service.
You shall defend, indemnify, and hold harmless LiveProfile, its affiliates and each of its, and its affiliates’, employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to (i) your use or misuse of, or access to, the Website, Service, Content or otherwise from your User Submissions, (ii) your violation of the Terms of Use, or (iii) infringement by you, or any third party using the your account, of any intellectual property or other right of any person or entity. LiveProfile reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with LiveProfile in asserting any available defenses.
IN NO EVENT SHALL LIVEPROFILE, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICE (INCLUDING, WITHOUT LIMITATION, ANY CONTENT) (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), (III) FOR YOUR RELIANCE ON THE SERVICE OR (IV) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) ONE-HUNDRED U.S. DOLLARS ($100.00). SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
A printed version of the Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You and LiveProfile agree that any cause of action arising out of or related to the Service must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.
The Terms of Use shall be governed by and construed in accordance with the laws of New York, excluding its conflicts of law rules, and the United States of America. Any dispute arising from or relating to the subject matter of these Terms of Use shall be finally settled by arbitration in New York, New York, using the English language in accordance with the Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Arbitration Rules and Procedures of JAMS. The prevailing party in the arbitration shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys’ fees, expert witness fees and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. For all purposes of these Terms of Use, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts located in New York, New York. Use of the Service is not authorized in any jurisdiction that does not give effect to all provisions of the Terms of Use, including without limitation, this section.
These Terms of Use are the entire agreement between you and LiveProfile with respect to the Service including use of the Website, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and LiveProfile with respect to the Website. If any provision of the Terms of Use is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms of Use will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
LiveProfile shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond LiveProfile’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including “line-noise” interference). The Terms of Use are personal to you, and are not assignable, transferable or sublicensable by you except with LiveProfile’s prior written consent. LiveProfile may assign, transfer or delegate any of its rights and obligations hereunder without consent. No agency, partnership, joint venture, or employment relationship is created as a result of the Terms of Use and neither party has any authority of any kind to bind the other in any respect. In any action or proceeding to enforce rights under the Terms of Use, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under the Terms of Use will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.
"LiveProfile" is a registered trademark of LiveProfile, Inc. The names of actual companies and products mentioned at the Website may be the trademarks of their respective owners.
LiveProfile has adopted the following general policy toward copyright infringement in accordance with the Digital Millennium Copyright Act (http://lcweb.loc.gov/copyright/legislation/dmca.pdf) and other applicable laws. The address of LiveProfile’s Designated Agent to Receive Notification of Claimed Infringement (“Designated Agent”) is listed at the end of this policy.
It is LiveProfile’s policy to (1) block access to or remove Content that it believes in good faith to be copyrighted material that has been illegally copied and distributed by any of our advertisers, affiliates, content providers, members or users; and (2) remove and discontinue service to repeat offenders.
If you believe that Content residing on or accessible through the LiveProfile web site or service infringes a copyright, please send a notice of copyright infringement containing the following information to the Designated Agent listed below:
It is LiveProfile’s policy:
If the Content provider, member or user believes that the Content that was removed or to which access was disabled is either not infringing, or the Content provider, member or user believes that it has the right to post and use such Content from the copyright owner, the copyright owner’s agent, or pursuant to the law, the content provider, member or user must send a counter-notice containing the following information to the Designated Agent listed below:
If a counter-notice is received by the Designated Agent, LiveProfile may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed Content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the Content provider, member or user, the removed Content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at LiveProfile’s discretion.
Our Designated Agent for notice of claims of copyright infringement can be reached as follows:
LiveProfile, Inc.Effective Date: December 12, 2010