LIVE XYZ

TERMS OF SERVICE

Last updated: June 4, 2018

Welcome to LIVE XYZ. Please read on to learn the rules and restrictions that govern your use of our applications, website(s), products, and services (the “Services”). If you have any questions, comments, or concerns regarding these terms or the Services, please contact us at legal@live.xyz

These Terms of Use (the “Terms”) are a binding contract between you and Calendre Company d/b/a as LIVE XYZ) (“LIVE XYZ,” “Live,” “we” and “us”). You must agree to and accept all of the Terms, or you don’t have the right to use the Services in any manner. Your using the Services in any way means that you agree to all of these Terms, and these Terms will remain in effect while you use the Services. These Terms include the provisions in this document, as well as those in the Privacy Policy and Copyright Dispute Policy.

ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

In the event you wish to use the Services as a commercial partner, you and LIVE XYZ may execute a Master Services Agreement or other agreement governing the provision of those Services (“Master Services Agreement”). In the event of any conflict between these Terms and the applicable Master Services Agreement, the terms of the Master Services Agreement or other agreement shall govern. If no separate agreement is entered into, then these Terms shall apply to your use as a commercial partner.

  1. DEFINITIONS.
    1. “Distribution Media” means your media, service and/or platform, used to distribute and receive the Services under these Terms.
    2. “LIVE XYZ Property” means the Services, LIVE XYZ trade names, logos, trademarks, service marks, domain names, social media identifiers, all Services Data, all audiovisual content, photographs, graphics, artwork, text or any other content created by LIVE XYZ or at LIVE XYZ’s direction, or assigned to LIVE XYZ, any LIVE XYZ marketing and promotional materials and any other materials, software, technology (including APIs and scripts) or tools used or provided by LIVE XYZ to use or distribute the Services and conduct LIVE XYZ’s business in connection therewith.
    3. “Rules” means laws, rules, regulations, declarations, decrees, directives, statutes, or other enactments, orders, mandates or resolutions issued or enacted by any government entity, or applicable guidelines or principles issued by any governmental entity and any industry self-regulatory principles.
    4. “Services Data” means all data or information of any kind collected or generated through or in connection with the Services, including data from users of the Services and the personally identifiable information of such users.
  2. CHANGES TO THESE TERMS. We are constantly trying to improve our Services, so these Terms may need to change along with the Services. We reserve the right to change the Terms at any time. In the event we make a change to these Terms, we will notify you by posting the revised Terms on the Services, sending a message about the revised Terms to your email address, and/or notify you by some other means. Any amendment to these Terms will be effective immediately upon the posting of the revised Terms to the Services or transmission to your email address (if applicable). If you do not agree with the changes made to these Terms, you are free to reject them; unfortunately, that means you will no longer be able to use and distribute the Services. Continued use or distribution of the Services after such changes to the Terms will constitute your acceptance of such changes. Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.
  3. YOUR PRIVACY. We take the privacy of our users very seriously. For the current LIVE XYZ Privacy Policy, please click here. The Children’s Online Privacy Protection Act (“COPPA”) requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under 13. We do not knowingly collect or solicit personally identifiable information from children under 13; if you are a child under 13, please do not attempt to register for or otherwise use the Services or send us any personal information. If we learn we have collected personal information from a child under 13, we will delete that information as quickly as possible. If you believe that a child under 13 may have provided us personal information, please contact us at legal@live.xyz.
  4. YOUR ACCOUNT. In order to use the Services, you will be required to register for an account. You may access the Services solely using your account. You promise to provide us with accurate, complete, and updated registration information about yourself or your business. You may not select as your user name a name that you do not have the right to use, or another person’s name with the intent to impersonate that person. You may not transfer your account to anyone else without our prior written permission. Except for your employees, you shall not share your account with anyone. You are solely responsible for all usage of the Services and activity on your account accessed through your user ID. (including any activities of your employees); for the loss, theft, and/or unauthorized disclosure of your account; and you are solely responsible for your employees’ compliance with these Terms while accessing your account. You shall immediately provide us with prompt written notice of any known or suspected unauthorized use or breach of the security of your account. You represent and warrant that you are of legal age to form a binding contract (or if not, you’ve received your parent’s or guardian’s permission to use the Services and have gotten your parent or guardian to agree to these Terms on your behalf). If you’re agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization or entity’s behalf and bind them to these Terms (in which case, the references to “you” and “your” in these Terms, except for in this sentence, refer to that organization or entity). You will only use the Services for your own internal, personal, non-commercial use, and not on behalf of or for the benefit of any third party and only in a manner that complies with all laws that apply to you. If your use of the Services is prohibited by applicable laws, then you aren’t authorized to use the Services. We can’t and won’t be responsible for your using the Services in a way that breaks the law.
  5. DURATION AND TERMINATION. Unless otherwise specified in an applicable Master Service Agreement, these Terms apply to you from the moment that you first use the Services and shall continue to apply for as long as you have an account with us or continue to use the Services. We may terminate these Terms and your Distribution Account, or any portion of them, or suspend, restrict, or terminate all or part of your account and/or access to and/or use or distribution of the Services, or remove any or all of Your Property from the Services, at any time, for any reason, at our sole discretion, without prior warning or notice to you. The provisions of these Terms dealing with intellectual property rights, indemnification, disclaimers, limitation of liability, and governing law, and any other portions which by their nature would continue beyond the termination of these Terms, will survive the termination of these Terms. You’re free to stop using the Services at any time, by contacting us at legal@live.xyz. Please refer to our Privacy Policy, as well as the licenses below, to understand how we treat information you provide to us after you have stopped using our Services.
  6. PERMITTED USES, RESTRICTIONS AND PROPRIETARY RIGHTS.
    1. Limited License Grant. Subject to these Terms, we grant you the limited, revocable, non-exclusive, non-transferrable and non-sublicensable right and license, solely for your non-commercial or internal business purposes, to (i) access and use the Services as expressly permitted by LIVE XYZ in these Terms, or as LIVE XYZ may otherwise agree to in writing, (ii) add Developed Materials to the Services, (iii) distribute the LIVE XYZ application through the Distribution Media, or (iv) as otherwise set forth in an applicable Master Services Agreement.
    2. Restrictions. Your use of the Services is subject to the following additional restrictions:
      1. You shall not sell, rent, lease, lend, redistribute, or charge for use of the Services in any manner.
      2. You shall not copy, reproduce, modify, reverse engineer, attempt to derive the source code of, disassemble, decompile, or create derivative works of the Services, or any content therein, except as expressly permitted by LIVE XYZ in these Terms or as otherwise agreed to by LIVE XYZ in writing (subject to any conditions imposed by LIVE XYZ for such use).
      3. You shall not use the Services in any unauthorized manner whatsoever, attempt to gain unauthorized access to the LIVE XYZ app or portions of the LIVE XYZ app, or interfere or disrupt the performance of the LIVE XYZ app, including but not limited to by trespass or burdening network capacity.
      4. You shall not use the Services to send or store any viruses, Trojan horses, worms, or other harmful software code, scripts or programs.
      5. You shall not use the Services to publish or upload any content or material that is obscene, libelous, defamatory, disparaging, harassing, threatening, hateful, ethnically offensive, unlawful, or otherwise encourages conduct that would constitute a criminal offense, gives rise to civil liability, violates the rights of any other party, violates any law, misappropriates or violates the intellectual property rights or privacy rights of any third party, or that is otherwise inappropriate. You may not use the Services Data as a factor in establishing an individual’s creditworthiness or eligibility for credit, insurance or employment.
      6. You shall not use the Services to publish or submit any misrepresentation or falsehood that could damage LIVE XYZ or any third party.
      7. You shall not use any means to use or enhance the Services other than the APIs, tools, scripts or other LIVE XYZ Property specifically designated for such purposes.
      8. You shall not crawl, scrape, cache or otherwise access any content or information on the Services via automated means, including spiders, bots, crawlers or scrapers.
      9. You shall not create derivative works from the Services, or otherwise reverse engineer, extract or reuse any ideas, algorithms, procedures, work-flows, or hierarchies from the Services, except to the extent that applicable law prohibits this restriction.
      10. You shall not permit any third party to use or distribute the Services, or otherwise sell, rent, license, provide, or distribute any Services Data.
      11. You shall comply with all technical and other requirements for use of the Services that are communicated to you by LIVE XYZ from time to time, and you acknowledge that absent such compliance, LIVE XYZ may be unable to provide the Services to you. Depending on the uses you choose, technical requirements may include: (1) including tags, pixels, script, or code supplied by LIVE XYZ on Distribution Media; and (2) installing the SDK into Distribution Media. If you fail to comply with any requirements, LIVE XYZ may be unable to provide the Services.
      12. A violation of any of the foregoing is grounds for termination of your right to use or access the Services.
    3. Developed Materials.
      1. LIVE XYZ may permit you to add, upload or post text, photos, videos and other content to the Services (collectively, “Developed Materials”), including content created by you through the Services, such as lists, editorial articles, venues or events. Developed Materials may be hosted, shared or published as part of, or in connection with, the Services, and may be visible to any other users of the Services. REGARDLESS OF WHETHER SUCH DEVELOPED MATERIALS ARE PUBLISHED OR NOT, LIVE XYZ WILL CONSIDER ALL YOUR DEVELOPED MATERIALS NON-CONFIDENTIAL AND NON-PROPRIETARY AND WILL BE UNDER NO OBLIGATION TO MAINTAIN THE CONFIDENTIALITY OF ANY INFORMATION CONTAINED IN SUCH DEVELOPED MATERIALS.
      2. You are solely responsible and liable for Developed Materials and any other content you contribute, in any manner, to the Services, including any and all liability arising from or related to publishing such Developed Materials incorporated or added to the Services. You represent and warrant that you have all necessary right, title, interest, license, or permission to use and to authorize LIVE XYZ to use Developed Materials and any other content you contribute; and you have all necessary written permissions to use every identifiable person’s name or likeness and every third party right and license embodied in Developed Materials and any other content you contribute. You further represent and warrant that neither the Developed Materials nor the use of such Developed Materials as permitted in these Terms will infringe, misappropriate or violate the rights of any person or entity, any applicable Rules, or these Terms. You are responsible for all your activity in connection with the Services.
      3. You retain ownership of Developed Materials, but hereby grant to LIVE XYZ a non-exclusive, worldwide, irrevocable, perpetual, royalty-free, transferable and sub-licensable right and license to use, distribute, display, reproduce, perform, prepare derivative works of Developed Materials and otherwise act to enable us to operate the Services and LIVE XYZ’s business. This license includes LIVE XYZ promoting or redistributing the Developed Materials in connection with the Services (as well as any aspect or portion thereof, or any derivative work thereof) or promoting LIVE XYZ’s business (as well as any aspect or portion thereof) in any media channel through any media format. You also hereby grant users of the Services a non-exclusive license to view, access, and use Developed Materials through the Services. You waive all moral rights to which you may be entitled under any legislation now existing or enacted in the future in any part of the world relating to Developed Materials. Where this is not permitted by law, you agree not to enforce your moral rights at any future point in time.
    4. Your Property. You hereby grant to LIVE XYZ a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, transferable and sub-licensable license and right to use, modify, reproduce, sublicense and distribute your name, logos, trademarks, service marks, domain names, and any audiovisual content, video recordings, audio recordings, photographs, graphics, artwork, text and any other content provided, licensed, specified, recommended, directed, authorized or approved for use by you, including any Developed Materials added to or incorporated within LIVE XYZ Property (collectively, “Your Property”).
    5. LIVE XYZ Property. As between you and LIVE XYZ, LIVE XYZ Property and all intellectual property rights in and to LIVE XYZ Property are and shall at all times remain the sole and exclusive property of LIVE XYZ and are protected by applicable intellectual property laws and principles. You shall not prepare any derivative work based on LIVE XYZ Property or translate, reverse engineer, decompile or disassemble any LIVE XYZ Property, including the LIVE XYZ app. You shall not take any action to challenge or object to the validity of our rights in LIVE XYZ Property or our ownership or registration thereof. You shall not use or display any LIVE XYZ Property in a manner that could reasonably imply an endorsement, relationship, affiliation with, or sponsorship between you or a third party and LIVE XYZ, except as pre-approved in writing by LIVE XYZ. Your use of Services and other LIVE XYZ Property shall not create any right, title or interest in or to the Services or LIVE XYZ Property or any underlying intellectual property. The structure, organization, software and code of the Services are the valuable trade secrets and Confidential Information of LIVE XYZ. Ownership of the Services and source code, and all copies, derivative works, output, modifications, translations and merged portions thereof, as well as all intellectual property related thereto, shall at all times remain with LIVE XYZ or its applicable partners. All rights to LIVE XYZ Property not expressly granted in these Terms are reserved by LIVE XYZ.
    6. Feedback. If you provide us with any reviews, feedback, suggestions, data, or other information or content about the Services or otherwise in connection with these Terms, any other LIVE XYZ Property or your participation in the Services (collectively, “Feedback”), you hereby irrevocably assign to LIVE XYZ all right, title, and interest in and to Feedback.
    7. The Services. You acknowledge that LIVE XYZ may update, modify, discontinue, remove, or otherwise change the Services at any time, without notice to you. You agree that LIVE XYZ retains the right, in its sole discretion, to display advertising, sponsorships, content and other monetization tools throughout the Services, including placement of ads around Your Property, without notice to, approval from or compensation to, you.
    8. Any information or content publicly posted or privately transmitted through the Services is the sole responsibility of the person from whom such content originated, and you access all such information and content at your own risk, and we aren’t liable for any errors or omissions in that information or content or for any damages or loss you might suffer in connection with it. We cannot control and have no duty to take any action regarding how you may interpret and use the content or what actions you may take as a result of having been exposed to the content, and you hereby release us from all liability for you having acquired or not acquired content through the Services. We can’t guarantee the identity of any users with whom you interact in using the Services and are not responsible for which users gain access to the Services.
    9. The Services may contain links or connections to third party websites or services that are not owned or controlled by LIVE XYZ. When you access third party websites or use third party services, you accept that there are risks in doing so, and that LIVE XYZ is not responsible for such risks. We encourage you to be aware when you leave the Services and to read the terms and conditions and privacy policy of each third party website or service that you visit or utilize.
    10. LIVE XYZ has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third party websites or by any third party that you interact with through the Services. In addition, Live XYZ will not and cannot monitor, verify, censor or edit the content of any third party site or service. By using the Services, you release and hold us harmless from any and all liability arising from your use of any third party website or service.
    11. Your interactions with organizations and/or individuals found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that LIVE XYZ shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.
    12. If there is a dispute between participants on this site, or between users and any third party, you agree that LIVE XYZ is under no obligation to become involved. In the event that you have a dispute with one or more other users, you release LIVE XYZ, its officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services. If you are a California resident, you shall and hereby do waive California Civil Code Section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which, if known by him or her must have materially affected his or her settlement with the debtor."
    13. You may have heard of the Digital Millennium Copyright Act (the “DMCA”), as it relates to online service providers, like LIVE XYZ, being asked to remove material that allegedly violates someone’s copyright. We respect others’ intellectual property rights, and we reserve the right to delete or disable Developed Materials or any other content alleged to be infringing, and to terminate the accounts of repeat alleged infringers; to review our complete Copyright Dispute Policy and learn how to report potentially infringing content, click here. To learn more about the DMCA, click here.
  7. REPRESENTATIONS AND WARRANTIES.
    1. You represent and warrant to us that: (a) your use and distribution of the Services shall comply with all applicable Rules; (b) the Distribution Media complies, and shall continue to comply, with all applicable Rules; (c) for any Distribution Media, including any website, mobile and tablet applications from which data or Services Data is collected in connection with use of the Services, you will (i) include a publicly available privacy policy that accurately discloses (and, where legally required, obtains consent to) its practices regarding the placement and use of all cookies, tags, pixels, SDKs and other tracking technologies in connection with such platform and its advertising and marketing practices, specifically addressing its data collection, use and disclosure practices (including that by visiting Distribution Media, third parties, such as LIVE XYZ or its service providers, may place tracking technologies on end user browsers for this purpose, the types of data that may be collected, including location data and that data collected may be shared with or used by third parties for described purposes based on the end users’ online or mobile activity); and (ii) informs users how they may opt-out from such data collection and use cases; (d) you own all right, title and interest and/or have all appropriate licenses in and to Your Property, and have the right to grant the rights stated in these Terms; (e) Your Property and/or our use of Your Property as permitted under these Terms, will not infringe, dilute, misappropriate, or otherwise violate, anywhere in the world, any patent, copyright, logo, trademark, service mark, trade name, rights in designs, or other intellectual property right or right of privacy or publicity of any third party or any Rules, and does not and will not result in the misappropriation of any trade secret or the breach of any confidentiality obligations to any person or entity; and (f) Your Property does not include any material that is unlawful, threatening, abusive, defamatory, vulgar, obscene, profane or otherwise objectionable, or that encourages conduct that constitutes a criminal offense, gives rise to civil liability or otherwise violates any law.
    2. WARRANTY DISCLAIMER. Neither LIVE XYZ nor its licensors or suppliers makes any representations or warranties concerning any content contained in or accessed through the Services, and we will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services. THE SERVICES AND ALL DATA ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
  8. INDEMNIFICATION. You shall defend, indemnify and hold harmless LIVE XYZ and its affiliates, officers, directors, employees, and agents from any and all third party claims, losses, liabilities, damages, penalties, expenses and/or costs (including, but not limited to, attorneys’ fees) arising out of or relating to any of the following: (a) your use of the Services (including any actions taken by a third party using your account), and (b) any breach or alleged breach by you or violation of these Terms; (c) any claim arising out of a violation of any Rules by you or governing your goods, services or Distribution Media; (d) any claim arising from Your Property, including, without limitation, Developed Materials; or (e) any claim by a consumer or anyone else arising out of or relating to the goods, services or Distribution Media provided by you, including, but not limited to, any claims for false advertising, product defects, privacy violations, personal injury, death, or property damages.
  9. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LIVE XYZ, ITS AFFILIATES OR THEIR RESPECTIVE LICENSORS OR SUPPLIERS BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF DATA, ACCURACY OF RESULTS, OR OTHER PECUNIARY LOSS, OR (B) ANY AMOUNTS, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) $100 OR (II) THE AMOUNTS PAID BY YOU TO LIVE XYZ IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM, OR (C) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
  10. APPLE APP STORE. These Terms apply to your use of all the Services, including the iOS applications available via the Apple, Inc. (“Apple”) App Store (the “Application”), but the following additional terms also apply to the Application:
    1. Both you and LIVE XYZ acknowledge that the Terms are concluded between you and LIVE XYZ only, and not with Apple, and that Apple is not responsible for the Application or the Content;
    2. The Application is licensed to you on a limited, non-exclusive, non-transferrable, non-sublicensable basis, solely to be used in connection with the Services for your private, personal, non-commercial use, subject to all the terms and conditions of these Terms as they are applicable to the Services;
    3. You will only use the Application in connection with an Apple device that you own or control;
    4. You acknowledge and agree that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Application;
    5. In the event of any failure of the Application to conform to any applicable warranty, including those implied by law, you may notify Apple of such failure; upon notification, Apple’s sole warranty obligation to you will be to refund to you the purchase price, if any, of the Application;
    6. You acknowledge and agree that LIVE XYZ, and not Apple, is responsible for addressing any claims you or any third party may have in relation to the Application;
    7. You acknowledge and agree that, in the event of any third party claim that the Application or your possession and use of the Application infringes that third party’s intellectual property rights, LIVE XYZ, and not Apple, will be responsible for the investigation, defense, settlement and discharge of any such infringement claim;
    8. You represent and warrant that you are not located in a country subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and that you are not listed on any U.S. Government list of prohibited or restricted parties;
    9. Both you and LIVE XYZ acknowledge and agree that, in your use of the Application, you will comply with any applicable third party terms of agreement which may affect or be affected by such use; and
    10. Both you and LIVE XYZ acknowledge and agree that Apple and Apple’s subsidiaries are third party beneficiaries of these Terms, and that upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third party beneficiary hereof.
  11. ARBITRATION. Please read the following ARBITRATION AGREEMENT carefully because it requires you to arbitrate certain disputes and claims with LIVE XYZ and limits the manner in which you can seek relief from LIVE XYZ. Both you and LIVE XYZ acknowledge and agree that for the purposes of any dispute arising out of or relating to the subject matter of these Terms, LIVE XYZ’s officers, directors, employees and independent contractors (“Personnel”) are third party beneficiaries of these Terms, and that upon your acceptance of these Terms, Personnel will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third party beneficiary hereof.
    1. Arbitration Rules. Applicability of Arbitration Agreement. Any dispute arising out of or relating to the subject matter of these Terms shall be finally settled by binding arbitration in New York, New York. The arbitration will proceed in the English language, in accordance with the JAMS Streamlined Arbitration Rules and Procedures (the “Arbitration Rules”) 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 such Arbitration Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction.
    2. Costs of Arbitration. The Arbitration Rules will govern payment of all arbitration fees. LIVE XYZ will pay all arbitration fees for claims less than seventy-five thousand ($75,000) dollars. LIVE XYZ will not seek its attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.
    3. Small Claims Court. Furthermore, either you or LIVE XYZ may assert claims, if they qualify, in small claims court in New York, New York or any United States county where you live or work.
    4. Waiver of Jury Trial. YOU AND LIVE XYZ WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. You and LIVE XYZ are instead choosing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and LIVE XYZ over whether to vacate or enforce an arbitration award, YOU AND LIVE XYZ WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge.
    5. Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor LIVE XYZ is entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in (g) below.
    6. Opt-out. You have the right to opt out of the provisions of this Section by sending written notice of your decision to opt out to the following address: 85 Broad St, Suite 17-127 New York, NY 10004 postmarked within 30 days of first accepting these Terms. You must include (i) your name and residence address; (ii) the email address and/or telephone number associated with your account; and (iii) a clear statement that you want to opt out of these Terms’ arbitration agreement.
    7. Exclusive Venue. If you send the opt-out notice in (f), and/or in any circumstances where the foregoing arbitration agreement permits either you or LIVE XYZ to litigate any dispute arising out of or relating to the subject matter of these Terms in court, then the foregoing arbitration agreement will not apply to either party and both you and LIVE XYZ agree that any judicial proceeding (other than small claims actions) will be brought in the state or federal courts located in New York, New York.
    8. Severability. If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration section will be null and void. This arbitration agreement will survive the termination of your relationship with LIVE XYZ.
  12. MISCELLANEOUS.
    1. Integration. These Terms constitute the entire understanding and agreement between LIVE XYZ and you with respect to the Services and supersede any and all prior or contemporaneous oral or written representations, understandings, agreements or communications between LIVE XYZ and You relating to the subject matter of these Terms. Terms contained in any preprinted forms, or other documentation or electronic procurement system, including, without limitation, terms contained in any purchase order, invoice, written or electronic communication or correspondence, or click-wrap/click-through agreement, are null and void and without effect. Neither party is relying on any representation, warranty, assurance or inducement not expressly set forth herein.
    2. Notices. Should you have any questions or comments concerning these Terms, you may contact LIVE XYZ at 270 Lafayette, suite 204, New York, NY 10012 and by Email: legal@live.xyz. Notices to you may be posted to the Services or sent to you via the contact information you used to register with the Services.
    3. Governing Law. These Terms shall be governed by and will be construed under the Federal Arbitration Act, applicable federal law, and the laws of the State of New York, without regard to the conflicts of laws provisions thereof.
    4. Relationship. Nothing in these Terms shall be construed to create a joint venture, partnership, franchise, or an agency relationship between you and LIVE XYZ. Neither you nor LIVE XYZ has the authority, without the other other’s prior written approval, to bind or commit the other in any way. Except as expressly set forth in the sections above regarding the Apple Application and the arbitration agreement, you and LIVE XYZ agree there are no third party beneficiaries intended under these Terms.
    5. Publicity. You agree that LIVE XYZ may use and reference your company name and logos in promotional and marketing materials for the Services.
    6. Assignment. You may not assign any of your obligations or rights under these Terms, and any attempted assignment by you is void. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.
    7. Waiver. No delay or failure to enforce any term or condition of these Terms shall operate as a waiver of that or any other right. A waiver or consent given on one occasion is effective only in that instance and will not be construed as a bar to or waiver of any right on any other occasion. To be effective, a waiver must be in writing and signed by the waiving party.
    8. Headings. The headings contained in the Terms are for reference purposes only and shall not modify, expand, define, or otherwise affect in any way the meaning, construction or interpretation of these Terms. Unless the context requires otherwise, the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation” whether or not they are in fact followed by such words or words of like import.
    9. Severance. The invalidity or unenforceability of any provision of these Terms shall not affect the validity or enforceability of any other provision hereof. If any provision of these Terms is found to be void or unenforceable in any jurisdiction, then, all other provisions hereof shall remain in full force and effect as if the void or unenforceable provision had been severed and deleted.
    10. Equitable Relief. You agree that damages for improper use of the Services and/or the Services Data may be impossible to quantify and may be irreparable. Accordingly, LIVE XYZ has the right to seek equitable relief, including injunctions, in addition to all other available remedies.


PRIVACY POLICY

Last updated: June 4, 2018

We at LIVE XYZ know you care about how your personal information is used and shared, and we take your privacy seriously. Please read the following to learn more about our Privacy Policy. By using or accessing the Services in any manner, you acknowledge that you accept the practices and policies outlined in this Privacy Policy, and you hereby consent that we will collect, use, and share your information in the following ways.

Remember that your use of Live XYZ’s Services is at all times subject to the Terms of Use, which incorporates this Privacy Policy. Any terms we use in this Policy without defining them have the definitions given to them in the Terms of Use.

We’re constantly trying to improve our Services, so we may need to change this Privacy Policy from time to time as well, but we will alert you to changes by placing a notice in the application, by sending you an email, and/or by some other means. Please note that if you’ve opted not to receive legal notice emails from us (or you haven’t provided us with your email address), those legal notices will still govern your use of the Services, and you are still responsible for reading and understanding them. If you use the Services after any changes to the Privacy Policy have been posted, that means you agree to all of the changes.

This Privacy Policy covers our treatment of personally identifiable information that we gather when you are accessing or using our Services, but not to the practices of companies we don’t own or control, or people that we don’t manage. We gather various types of personal information from our users, as explained in more detail below, and we use this personal information internally in connection with our Services, including to personalize, provide, and improve our services, to allow you to set up a user account and profile, to contact you and allow other users to contact you, to fulfill your requests for certain products and services, and to analyze how you use the Services. In certain cases, we may also share some personal information with third parties, but only as described below.

  1. Information We Collect

    Information you provide to us. We receive and store any information you knowingly provide to us. For example, when you sign-into the Services, you will be asked to provide your phone number and email address. You may also authorize us to access your address book so that you can invite your friends to enjoy the Services, and if you contact us with a customer service or other inquiry, you provide us with the content of that communication. We may also collect and store your search history while using the Services in order to provide more relevant services to you in the future. Certain information may be required to register with us or to take advantage of some of our features.

    We may communicate with you if you’ve provided us the means to do so. For example, if you’ve given us your email address, we may send you promotional email offers on behalf of other businesses, or email you about your use of the Services. Also, we may receive a confirmation when you open an email from us. This confirmation helps us make our communications with you more interesting and improve our services. If you do not want to receive communications from us, please indicate your preference by using the unsubscribe function in the footer of the email. Those users are automatically unsubscribed from our distribution list.

    Information we collect automatically. We use various technologies including location services of your operating services or browser to collect information from your device and about your activities whenever you interact with the Services. This information includes:

    • Your mobile device’s geographic location.
    • IP addresses.
    • Other technical information about your computer or mobile device (such as type of device, web browser or operating system).
    • How long you used the Services and which services and features you used.
    • The online or offline status of the Services.
    • The in-app messages (which may include photos or location) you send to other users of the Services, as required for the operation of the service.

    The data that we collect may help us to understand your precise location. You may be able to turn off certain location services, in your operating device settings.

    Cookies” are identifiers we transfer to your browser or device that allow us to recognize your browser or device and tell us how and when pages and features in our Services are visited and by how many people. You may be able to change the preferences on your browser or device to prevent or limit your device’s acceptance of cookies, but this may prevent you from taking advantage of some of our features. If you click on a link to a third party website or service, a third party may also transmit cookies to you. Again, this Privacy Policy does not cover the use of cookies by any third parties, and we aren’t responsible for their privacy policies and practices. Please be aware that cookies placed by third parties may continue to track your activities online even after you have left our Services, and those third parties may not honor “Do Not Track” requests you have set using your browser or device.

  2. How We Use Your Information

    We use the information we collect from and about you and your use of the Services to:

    • Deliver and improve the Services, including facilitating your searches, customizing the Services, researching and understanding how people use the Services, customizing services and functionality for you, and diagnosing and fixing problems.
    • Enforce or exercise any rights in our Terms of Use.
    • Contact you about the Services and related items, which you agree we can do when you provide us with your contact information.
    • Perform functions or services as otherwise described to you at the time of collection.

    Use of Your Geo-location Information: Whenever you open and use or interact with our Services on your mobile device, we collect and use your location data from your device so that we can tailor the Services to your current location and provide you with details on the events, venues and areas near you. Other than in an anonymized, pseudonymized or aggregated form, your location is never shared with others, except with your consent or as permitted under this Privacy Policy.

    In all circumstances, we may perform these functions directly or use a third party vendor to perform these functions on our behalf who will be obligated to use your personal information only to perform services for us.

  3. Who We Share Your Information With

    Personal Information. We only share your information with others as indicated in this Privacy Policy or when we inform you and give you an opportunity to opt out of having your personal information shared. You understand and agree that we may share your personal information and/or non-personal information as follows:

    • Platform partners. We may share non personal and anonymously aggregated information, including location based information, with our partners, including the businesses featured on the Services and business improvement districts. Our platform partners will use your information to understand the venues, events, and areas you are interested in and to enhance the services and offers they provide to you.
    • Service providers: Third parties (including other companies and people) may perform certain services on our behalf, and we may need to share information with them to provide products or services to you. These services may include providing customer service and marketing assistance, performing business and sales analysis, supporting functionality, and other features we offer. These service providers may have access to personal information needed to perform their functions but are not permitted to share or use such information for any other purposes.
    • Legal Demand: In response to a subpoena or similar investigative demand, a court order, or a request for cooperation from a law enforcement or other government agency; to establish or exercise our legal rights; to defend against legal claims; or as otherwise required by law. In such cases, we may raise or waive any legal objection or right available to us.
    • Enforce our Terms of Use or Comply with Laws: We reserve the right to access, read, preserve, and disclose any information when we believe disclosure is appropriate in connection with efforts to investigate, prevent, or take other action regarding illegal activity, suspected fraud or other wrongdoing; to protect and defend the rights, property or safety of our company, our users, our employees, or others; to comply with applicable law or cooperate with law enforcement; or to enforce our Terms of Use or other agreements or policies.
    • Business Transfers: We may choose to buy or sell assets, and may share and/or transfer customer information in connection with the evaluation of and entry into such transactions. Also, if we (or our assets) are acquired, or if we go out of business, enter bankruptcy, or go through some other change of control, personal information could be one of the assets transferred to or acquired by a third party.
    • Analytics Companies: We allow analytics companies to use tracking technologies to collect information about our users’ mobile devices and online activities. These companies analyze this information to help us understand how Live is being used and provide us with information regarding your behavior on our Services. Analytics companies may use mobile device IDs, which cannot be deleted. We don’t control such third parties’ use of your information, which shall be subject to such third parties’ own privacy policy.
    • Advisors and Investors: We may share aggregated information about Live users for the purpose of conducting general business analysis or other business purposes.
  4. Your Choices

    Your choices about collection and use of your information:

    • You can choose not to provide us with certain information, but that may result in you being unable to use certain features of Live because such information may be required in order for you to take advantage of certain features. You may be able to turn off certain location services by going to your operating device settings.
    • Live may also deliver notifications to your phone or mobile device. You can disable these notifications by going into “App Settings” on the app or by changing the settings on your mobile device.
    • You have the ability to review and update your personal information within your Live profile. The information you can view, update, and delete may change as the Services change. If you have any questions about viewing or updating information we have on file about you, please contact us at legal@live.xyz. When you update information, however, we may maintain a copy of the unrevised information in our records.
    • You also may de-activate your account at any time through the ‘de-activate’ function in the menu. If you de-activate your account, we will retain certain information associated with your account for analytical purposes and recordkeeping integrity, as well as to prevent fraud, enforce our Terms of Use, take actions we deem necessary to protect the integrity of Live or our users, or take other actions otherwise permitted by law. In addition, if certain information has already been provided to third parties as described in this Privacy Policy, retention of that information will be subject to those third parties' policies. We may also use any aggregated data derived from or incorporating your personal information after you update or delete it, but not in a manner that would identify you personally.
    • Under California Civil Code Sections 1798.83-1798.84, California residents are entitled to contact us to prevent disclosure of personal information to third parties for such third parties’ direct marketing purposes; in order to submit such a request, please contact us at legal@live.xyz.
  5. Security

    We take measures to help safeguard your personal information from unauthorized access and disclosure, but unfortunately, we cannot guarantee complete security. Unauthorized entry or use, hardware or software failure, and other factors, may compromise the security of user information at any time.

  6. Data Retention

    We retain personal information about you for a period of time consistent with the original purpose of collection. For instance, certain types of personal information will be collected in log forms and only stored for 30 days. We may also retain your personal information for as long as you have an open account with us, or as otherwise necessary to provide you the Services, and for a reasonable period of time afterward. We may retain personal information for longer, if doing so is necessary to pursue our legitimate business interests, conduct audits, comply with our legal obligations, resolve disputes or collect fees owed, enforce our agreements, or as otherwise permitted or required by applicable law, rule or regulation.

  7. Children’s Privacy

    As noted in the Terms of Use, we do not knowingly collect or solicit personal information from anyone under the age of 13. If you are under 13, please do not attempt to register for the Services or send any personal information about yourself to us. If we learn that we have collected personal information from a child under age 13, we will delete that information as quickly as possible. If you believe that a child under 13 may have provided us personal information, please contact us at legal@live.xyz.

  8. How to contact us

    If you have any questions about this Privacy Policy, please contact us by email as follows: legal@live.xyz



COPYRIGHT DISPUTE POLICY

Effective date: June 4, 2018

In accordance with the DMCA, we’ve adopted the policy below toward copyright infringement. We reserve the right to (1) block access to or remove material that we believe 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.

Remember that your use of LIVE XYZ’s Services is at all times subject to the Terms of Use, which incorporates this Copyright Dispute Policy. Any terms we use in this Policy without defining them have the definitions given to them in the Terms of Use.

  1. Procedure for Reporting Copyright Infringements. If you believe that material or content residing on or accessible through the Services infringes your copyright (or the copyright of someone whom you are authorized to act on behalf of), please send a notice of copyright infringement containing the following information to LIVE XYZ’s Designated Agent to Receive Notification of Claimed Infringement (our “Designated Agent,” whose contact details are listed below):
    1. A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed;
    2. Identification of works or materials being infringed;
    3. Identification of the material that is claimed to be infringing including information regarding the location of the infringing materials that the copyright owner seeks to have removed, with sufficient detail so that LIVE XYZ is capable of finding and verifying its existence;
    4. Contact information about the notifier including address, telephone number and, if available, email address;
    5. A statement that the notifier has a good faith belief that the material identified in (1)(c) is not authorized by the copyright owner, its agent, or the law; and
    6. A statement made under penalty of perjury that the information provided is accurate and the notifying party is authorized to make the complaint on behalf of the copyright owner.
  2. Once Proper Bona Fide Infringement Notification is Received by the Designated Agent. Upon receipt of a proper notice of copyright infringement, we reserve the right to:
    1. remove or disable access to the infringing material;
    2. notify the content provider who is accused of infringement that we have removed or disabled access to the applicable material; and
    3. terminate such content provider's access to the Services if he or she is a repeat offender.
  3. Procedure to Supply a Counter-Notice to the Designated Agent. If the content provider believes that the material that was removed (or to which access was disabled) is not infringing, or the content provider believes that it has the right to post and use such material from the copyright owner, the copyright owner's agent, or, pursuant to the law, the content provider may send us a counter-notice containing the following information to the Designated Agent:
    1. A physical or electronic signature of the content provider;
    2. 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 disabled;
    3. A statement that the content provider has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material; and
    4. Content provider's name, address, telephone number, and, if available, email address, and a statement that such person or entity consents to the jurisdiction of the Federal Court for the judicial district in which the content provider’s address is located, or, if the content provider's address is located outside the United States, for any judicial district in which LIVE XYZ is located, and that such person or entity will accept service of process from the person who provided notification of the alleged infringement.

    If a counter-notice is received by the Designated Agent, LIVE XYZ may, in its discretion, send a copy of the counter-notice to the original complaining party informing that person that LIVE XYZ may replace the removed material or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider accused of committing infringement, the removed material may be replaced or access to it restored in 10 to 14 business days or more after receipt of the counter-notice, at LIVE XYZ’s discretion.

    Please contact LIVE XYZ’s Designated Agent at the following address:

    Robert Levitan
    Live XYZ
    85 Broad Street, Suite 17-127
    New York, NY 10004