LIVE XYZ TERMS OF SERVICE
Last updated: January 23, 2018
Your use of the LIVE XYZ app and its related services (collectively, “Services”) is subject to the terms of a legal agreement between you and LIVE XYZ (including Calendre Company DBA as LIVE XYZ) (the "Terms")
BY CLICKING “I ACCEPT” OR CARRYING OUT ANY SIMILAR ACTION TO ACCEPT THESE TERMS, OR COMPLETING THE ACCOUNT CREATION PROCESS, OR USING LIVE XYZ’S SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE.
- “Distribution Media” means your media, service and/or platform, used to distribute and receive the Services under these Terms.
- “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.
- “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.
- “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.
- YOUR ACCOUNT. You may access the Services solely using your account and password. Except for your employees, you shall not share your account or password with anyone. You are solely responsible for all usage of the Services and activity on your account accessed through your user ID and password; and for the loss, theft, and/or unauthorized disclosure of your password. You shall immediately provide us with prompt written notice of any known or suspected unauthorized use or breach of the security of your account or password.
- DURATION AND TERMINATION. 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.
- PERMITTED USES, RESTRICTIONS AND PROPRIETARY RIGHTS.
- Limited License Grant. Subject to these Terms, we grant you the limited, revocable, non-exclusive, non-transferrable 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, and (iii) distribute the LIVE XYZ app through the Distribution Media.
- You shall not sell, rent, lease, lend, redistribute, or charge for use of the Services in any manner.
- 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).
- 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.
- You shall not use the Services to send or store any viruses, Trojan horses, worms, or other harmful software code, scripts or programs.
- 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.
- You shall not use the Services to publish or submit any misrepresentation or falsehood that could damage LIVE XYZ or any third party.
- 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.
- 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.
- 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.
- You shall not permit any third party to use or distribute the Services, or otherwise sell, rent, license, provide, or distribute any Services Data.
- 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.
- Developed Materials.
- 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.
- You are solely liable for Developed Materials, 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 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. 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 retain ownership of Developed Materials, but 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, and prepare derivative works of Developed Materials in connection with 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 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.
- Your Property. You 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”).
- 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.
- 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 irrevocably assign to LIVE XYZ all right, title, and interest in and to Feedback.
- 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.
- REPRESENTATIONS AND WARRANTIES.
- EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, THE SERVICES AND ALL DATA ARE PROVIDED ON AN “AS IS” BASIS. LIVE XYZ MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, COMPATIBILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY, OR COMPLETENESS OF THE SERVICES OR ANY SERVICES DATA. LIVE XYZ AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (1) THE USE OF THE SERVICES OR ANY SERVICES DATA WILL BE SECURE, TIMELY, UNINTERRUPTED, OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA, (2) THE SERVICES OR ANY SERVICES DATA WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (3) THE SERVICES OR ANY SERVICES DATA WILL RESULT IN SALES, (4) ANY SERVICES DATA WILL BE ACCURATE OR RELIABLE, (5) ERRORS OR DEFECTS WILL BE CORRECTED, OR (6) THE SERVICES OR THE SERVER(S) AND/OR OTHER SYSTEMS THAT MAKE THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR FEATURES. THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND OTHER ELECTRONIC COMMUNICATIONS,. LIVE XYZ IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVE XYZRY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. ALL CONDITIONS, REPRESENTATIONS, AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED BY LIVE XYZ TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
- INDEMNIFICATION. You shall defend, indemnify and hold harmless LIVE XYZ and its 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) any breach or alleged breach by you of these Terms; (b) any claim arising out of a violation of any Rules by you or governing your goods, services or Distribution Media; (c) any claim arising from Your Property, including, without limitation, Developed Materials; or (d) 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.
- LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LIVE XYZ, ITS AFFILIATES OR THEIR RESPECTIVE SUPPLIERS BE LIABLE TO YOU FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF DATA OR OTHER PECUNIARY LOSS, AND INCLUDING ANY OF SUCH ALLEGED TO RESULT FROM LIVE XYZ’S EXERCISE OF ITS RIGHTS UNDER THIS AGREEMENT) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THESE TERMS, THE SERVICES OR ANY SERVICES DATA, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO PROVIDE OR USE THE SERVICES, ANY INTERRUPTION, INACCURACY, ERROR, DEFECT, OR OMISSION, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF WARRANTIES, FAILURE OF ESSENTIAL PURPOSE OR OTHERWISE AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- 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 concerning the Services. 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.
- 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: email@example.com. Notices to you may be posted to the Services or sent to you via the contact information you used to register with the Services.
- Amendments. We may amend these Terms from time to time. In the event we make a change to these Terms, we will notify you by posting the revised Terms on the Services or sending a message about the revised Terms to your email address. 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 should no longer 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.
- Governing Law. These Terms shall be governed by, subject to, and interpreted in accordance with the laws of the State of New York, without regard to its conflict of law principles. Any action instituted by either party arising out of these Terms or the Services shall only be brought, tried and resolved in the state or federal courts situated in the City and State of New York.
- 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.
- Publicity. You agree that LIVE XYZ may use and reference your company name and logos in promotional and marketing materials for the Services.
- Assignment. You may not assign any of your obligations or rights under these Terms, and any attempted assignment by you is void.
- 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.
- 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.
- 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.
- 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.
Date of last revision: February 1, 2018
- Information We Collect About You
Information you choose to provide. When you sign-into Live, 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 Live, 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 app in order to provide more relevant services to you in the future.
Information we collect automatically. We use various technologies to collect information from your device and about your activities on Live. This information includes:
- Your mobile device’s geographic location.
- Your mobile device’s unique ID number or Advertising IDs.
- Other technical information about your computer or mobile device (such as type of device, web browser or operating system).
- How long you used Live and which services and features you used.
- The online or offline status of Live.
- The in-app messages (which may include photos or location) you send to other users of Live, as required for the operation of the service.
Mobile Device IDs. We use your mobile device IDs or Advertising IDs to store your preferences and track your use of our app. Unlike cookies, device IDs cannot be deleted, but Advertising IDs can be reset in “Settings” on your iPhone.
- How We Use Your Information
We use the information we collect from and about you and your use of Live to:
- Deliver and improve Live, including facilitating your searches, researching and understanding how people use Live, customizing services and functionality for you, and diagnosing and fixing problems.
- Mobile analytics.
- Contact you about Live 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: While the Live application is in use, we collect your device’s geographic location so that we can provide you with details on the events, venues and areas near you.
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.
- Who We Share Your Information With
- Platform partners. We may share non personal and anonymously aggregated information with Live’s platform partners, including the businesses featured on the Live platform 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 may perform certain services on our behalf. These services may include providing customer service and marketing assistance, performing business and sales analysis, supporting Live 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.
- Business Transfers: In connection with a substantial corporate transaction, such as the sale of our business, a divestiture, merger, consolidation, or asset sale, or in the unlikely event of bankruptcy.
Aggregated and/or non-personal information. We may use and share non-personal information we collect under any of the above circumstances. We also may share aggregated, non-personal information, or personal information with third parties, including:
- 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. Analytics companies may use mobile device IDs, which cannot be deleted.
- Advisors and Investors: We may share aggregated information about Live users for the purpose of conducting general business analysis or other business purposes.
- 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.
- 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.
We take measures to help safeguard your personal information from unauthorized access and disclosure. However, no system can be completely secure. Therefore, although we take steps to secure your information, we do not promise, and you should not expect, that your personal information, chats, or other communications will always remain secure.
- Children’s Privacy
We do not allow anyone under age 13 to register for Live, and we do not knowingly collect any personally identifiable information from persons under the age of 13.
- Do Not Track
Do Not Track (“DNT”) is a privacy preference that users can set in their web browsers. We do not recognize or respond to any DNT signals, as the Internet industry is still working toward defining exactly what DNT means, what it means to comply with DNT, and a common approach to responding to DNT.
- Information from users outside the United States
- How to contact us