THE TERMS AND CONDITIONS SET FORTH BELOW (THE "TERMS") GOVERN YOUR USE OF THIS SITE ON THE WORLD WIDE WEB (THE "SITE") OF LIVEBOOKS INC. ("LIVEBOOKS"), AND ARE LEGALLY BINDING ON YOU. IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, DO NOT ACCESS OR OTHERWISE USE THIS SITE OR ANY INFORMATION CONTAINED ON THE SITE. YOUR USE OF THIS SITE SHALL BE DEEMED TO BE YOUR AGREEMENT TO ABIDE BY EACH OF THE TERMS SET FORTH BELOW. LIVEBOOKS MAY MAKE CHANGES TO THE SITE AND/OR CONTENT OFFERED ON THE SITE, AND CHANGE THESE TERMS AT ANY TIME, AND LIVEBOOKS WILL POST NOTICE OF THE CHANGES AND THE UPDATED TERMS ON THIS SITE. YOUR CONTINUED USE OF THIS SITE AFTER SUCH CHANGES HAVE BEEN POSTED MEANS THAT YOU AGREE TO THE NEW TERMS, EVEN IF YOU HAVE NOT REVIEWED THE CHANGES.
If you have entered into a Software License and Hosting Agreement with LIVEBOOKS, the terms in such agreement control your use of the LIVEBOOKS software and any hosting services or customization services related to the software that LIVEBOOKS provides to you.
All information, documents, products, software and services provided on this Site, including trademarks, logos, graphics and images (the "Materials") that are not Submissions (as defined below) are provided to you by LIVEBOOKS.
LIVEBOOKS grants you the limited right to display the Materials only on your personal computer, and to copy and download the Materials displayed on this Site, provided that: (1) both the LIVEBOOKS copyright notice (set forth below) and this permission notice appear in the Materials so displayed, copied or downloaded, (2) such display, copy or download is solely for your personal or internal informational use (that is, not distributed or otherwise transmitted outside of your home/place of business or LIVEBOOKS, or otherwise broadcast in any media). You acknowledge and agree that you have no right to modify, edit, alter or enhance any of the Materials in any manner. This limited license terminates automatically, without notice to you, if you breach any of these Terms. Upon termination of this limited license, you agree to immediately destroy any electronic or printed Materials.
Except as stated herein, you acknowledge that you have no right, title or interest in or to the Materials on any legal basis, without the advance written authorization of LIVEBOOKS.
You acknowledge that you are responsible for the information, messages, comments and other content or material that you submit, upload, post or otherwise make available on or through the Site (each a "Submission") and that you, and not LIVEBOOKS, have full responsibility for each such Submission you make, including its legality, reliability, appropriateness, and trademark and copyright ownership. Unless otherwise explicitly stated herein, you agree that any Submission provided by you in connection with this Site is provided on a non-proprietary and non-confidential basis and you agree that LIVEBOOKS is free to use such Submission for the purpose of providing you with the associated services and you grant LIVEBOOKS a sublicensable, nonexclusive, worldwide, royalty-free license to (in any media, whether now known or not currently known or invented) link to, utilize, use, publicly perform, publicly display, reproduce, distribute, modify and prepare derivative works of the Submission.
You further agree that you will not upload, post or otherwise make available on this Site any material protected by copyright, trade secret, trademark, or any other proprietary right without the express permission of the owner of such copyright, trademark, trade secret or other proprietary right owned by a third party, and the burden of determining whether any material is protected by any such right is on you. You shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights, or any other harm resulting from any Submission that you make.
You represent and warrant that: (i) you own all Submissions posted by you on or through this Site or otherwise have the right to grant the licenses to LIVEBOOKS set forth in this section, and (ii) the posting of your Submissions on or through this Site does not violate the privacy rights, publicity rights, trademark rights, copyrights, contract rights or any other rights of any person or entity. You agree to pay for all royalties, fees, damages and any other monies owing any person by reason of any Submissions posted by you to or through this Site.
When submitting Submissions to or otherwise using this Site and/or the services, you agree not to, without limitation:
This list of prohibitions provides examples and is not complete or exclusive. LIVEBOOKS reserves the right to (a) terminate your access to your account, your ability to post to this Site (or the services) and (b) refuse, delete or remove any Submissions; with or without cause and with or without notice, for any reason or no reason, or for any action that LIVEBOOKS determines is inappropriate or disruptive to this Site or to any other user of this Site and/or services. LIVEBOOKS may report to law enforcement authorities any actions that may be illegal, and any reports it receives of such conduct. When legally required or at LIVEBOOKS' discretion, LIVEBOOKS will cooperate with law enforcement agencies in any investigation of alleged illegal activity on this Site or on the Internet.
These prohibitions do not require LIVEBOOKS to monitor, police or remove any Submissions or other information submitted by you or any other user.
You agree not to reproduce, transmit, display, distribute, "frame" or "mirror" any Materials on this Site on any other server or Internet-based device without the advance written authorization of LIVEBOOKS or its licensors, respectively.
By using the Site, 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 your subscription to the Site and/or services. 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.
The trademarks, service marks, brands, names, logos and designs ("Trademarks") of LIVEBOOKS or others used on this Site are the property of LIVEBOOKS or their respective owners. You may not remove or alter any Trademark. You may not use any trademark displayed on the Site without the express prior written permission of LIVEBOOKS or the respective owner, and nothing contained on this Site grants by implication, waiver, estoppel or otherwise, any right to use such trademarks. All of the Materials appearing on this Site, including but not limited to, text elements, site design, images and icons, as well as the selection, assembly and arrangement thereof, are the sole property of LIVEBOOKS, Copyright © 2006, unless otherwise specified. All rights not expressly granted herein are reserved. Except as otherwise required by applicable law, any reproduction, distribution, modification, retransmission or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner.
You agree to defend, indemnify and hold harmless LIVEBOOKS and its affiliates, representatives, partners, agents and employees from and against any and all liabilities, claims, costs and expenses, including legal fees, that arise out of or in connection with your use of the Site or breach of these Terms.
You acknowledge and agree that this Site may include certain errors, omissions, or outdated information which may affect the quality of the Materials. You acknowledge that neither the Submissions nor the Materials have been independently verified or authenticated in whole or in part by LIVEBOOKS, and agree that LIVEBOOKS does not warrant the accuracy or timeliness of the Submissions or the Materials and further agree that LIVEBOOKS has no liability for any errors or omissions in the Submissions or the Materials, whether provided by LIVEBOOKS, other users or LIVEBOOKS' licensors.
LIVEBOOKS, FOR ITSELF AND EACH OF ITS LICENSORS, MAKES NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES AS TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY INFORMATION OR MATERIAL CONTAINED ON THE SITE, INCLUDING WITHOUT LIMITATION THE MATERIALS, THE SUBMISSIONS AND ANY THIRD PARTY CONTENT. UNLESS OTHERWISE EXPLICITLY STATED, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE AND ANY INFORMATION OR MATERIAL CONTAINED ON THE SITE IS PROVIDED TO YOU ON AN "AS IS" AND "WHERE-IS" BASIS, AND IS FOR PERSONAL USE ONLY. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED.
NEITHER LIVEBOOKS NOR ANY OF ITS PARTNERS, AGENTS, AFFILIATES, THIRD PARTY PROVIDERS OR CONTENT PROVIDERS SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY FORM OF DAMAGES (INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES) ARISING OUT OF OR RELATED TO THE USE OR ATTEMPTED USE OF THE SITE, OR ANY EXTERNAL WEB SITES LINKED TO THIS SITE, OR THE SUBMISSIONS OR THE MATERIALS ON THE SITE, HOWEVER ARISING, WHETHER FOR BREACH OR IN TORT, EVEN IF LIVEBOOKS WAS INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.
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 service and/or access to the Site or Restricted Areas of the 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 our Site, please provide LIVEBOOKS's copyright agent the following information:
LIVEBOOKS's agent for notice of claims of copyright infringement on this Site can be reached as follows:
4000 Bridgeway, Suite 100
Sausalito, CA 94965
By e-mail: email@example.com
LIVEBOOKS controls and operates this Site from its headquarters in the United States and makes no representation that the Materials or Submissions are appropriate or will be available for use in locations other than the United States. If you use this Site from outside the United States, you are entirely responsible for compliance with applicable local laws, including but not limited to the export and import regulations of other countries in relation to the Materials and Submissions. These Terms will be governed by California law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction. You shall bring all disputes, actions, claims, or causes of action related to these Terms or in connection with this Site only in the federal and state courts located in San Francisco County, California. If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the parties, with all other provisions remaining in full force and effect. The failure of LIVEBOOKS to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by LIVEBOOKS in writing. The Terms comprise the entire agreement between you and LIVEBOOKS and supersede all prior or contemporaneous negotiations, discussions or agreements, if any, between the parties regarding the subject matter contained herein.