ACCEPTANCE OF TERMS
By visiting or using LivePerson Community, You (as an individual or the entity on whose behalf You are acting) agree to be legally bound by the terms and conditions below (the "Agreement"). By entering into this Agreement, You represent that You have the authority to bind such entity to this Agreement, and the terms “You” and “Your” will refer to You or that entity. If You do not have that authority, or if You do not agree with any terms of the Agreement, You may not use and You must leave LivePerson Community. Individual sub-communities, spaces and groups of the LivePerson Community may have additional specific term and conditions that will also apply, in addition to those set forth here. LivePerson, Inc. (“LivePerson”) reserves the right to change, modify, add or remove portions of this Agreement periodically. Such modifications shall be effective immediately upon posting of the modified Agreement to the LivePerson Community website. Your continued use of LivePerson Community following the posting of modifications to the Agreement will mean that You accept those changes and Your continued use of LivePerson Community will be governed by the updated Agreement. LivePerson reserves the right at any time to modify or discontinue, temporarily or permanently, the LivePerson Community website (or any part thereof). LivePerson shall not be liable to any user or other third party for any such modification, suspension or discontinuance of LivePerson Community.
SERVICES
LivePerson Community is an online community of LivePerson customers, including both current and potential customers, members, experts, employees and other third parties. LivePerson Community allows You to participate in discussions and forums related to current and future LivePerson Services. LivePerson Community also allows You to have access to applications that may interoperate with LivePerson Services (“Applications”). LivePerson Community allows you to review, install and download such Applications.
REGISTRATION
As a LivePerson Community user, You must: (1) personally provide true, accurate, current and complete information on the LivePerson Community’s website registration form (collectively, the "Registration Data") and (2) maintain and promptly update the Registration Data as necessary to keep it true, accurate, current and complete. You will enter a password and username and receive account details upon completion of the registration process. You are wholly responsible for maintaining the confidentiality of Your account details and are wholly liable for all activities occurring thereunder. LivePerson will not be liable for any loss or damage arising from Your failure to comply with this Section “Registration” including, but not limited to any loss or damage arising from Your failure to immediately notify LivePerson of any unauthorized use of Your password, account or any other breach of security. LivePerson handles user Registration Data in accordance with the LivePerson’s Privacy Policy located at www.liveperson.com. LivePerson reserves the right to revoke Your use of LivePerson Community at any time in their sole discretion.
DATA
All information, data, text, software, graphics, commentary data, video, messages, or any other materials whatsoever, (collectively, "Data"), is the sole responsibility of the person from whom such Data originated. You are wholly responsible for all Data You download, post or otherwise transmit via the LivePerson Community website. If you use LivePerson Community, you should be aware that any Data you submit there may be read, collected, and used by other users, and could be used to send you unsolicited messages. LivePerson is not responsible for the Data that you choose to submit in the LivePerson Community. LivePerson shall have the right in its sole discretion to refuse, modify or delete any Data that it reasonably considers to violate the terms of the Agreement or it deems to be otherwise illegal, offensive or indecent. LivePerson may preserve Data and may also disclose Data if required to do so by judicial or government mandate or as reasonably determined useful by LivePerson to protect the rights, property, or personal safety of LivePerson, LivePerson customers, LivePerson Community users or the public. LivePerson does not control or endorse the Data posted to the LivePerson Community website, nor does it guarantee the accuracy or integrity of such Data and as such, You bear all risk associated with reliance on such Data. LivePerson will not be liable in any way for any loss or damage (including but not limited to any loss or damage due to an error or omission of LivePerson) incurred as the result of the use, representation or interpretation of any Data posted, transmitted or made available through LivePerson Community.
USER POSTINGS/LICENSE RIGHTS OF LIVEPERSON
With respect to any Data stored by publicly-accessible LivePerson Community website features such as blogging forums, blogging, libraries, any other data collection feature, the submitting user retains ownership of such content. In each such case, the submitting user grants LivePerson a royalty-free, perpetual, irrevocable, non-exclusive, transferable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such Data (in whole or part) worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed, all subject to the terms of any applicable license. Any Data posted by LivePerson on the LivePerson Community website is and shall remain the sole property of LivePerson and shall be treated as Confidential Information in accordance with the below, and may not be copied, modified, moved, translated, adapted, distributed or displayed without LivePerson’s prior written permission.
CONFIDENTIAL INFORMATION
You understand and agree that in connection with the LivePerson Community, You may have had or have access to or may have been or be exposed to, directly or indirectly, private or confidential information of LivePerson, including, but not limited to, trade secrets, contractual terms, service records, marketing and business plans and technical information, and any other information that You reasonably should know is confidential ("Confidential Information"). You agree to hold and treat all Confidential Information in confidence, shall use such Confidential Information only in connection with Your exercise of its rights and performance of its obligations hereunder and shall not, without the prior written consent of LivePerson, disclose any Confidential Information except (a) disclosure by the You to its directors, officers, employees, agents and representatives, if any, on a need-to-know basis; (b) to the extent such Confidential Information becomes publicly available without breach of the Agreement; (c) to the extent such Confidential Information becomes known to You from a source other than LivePerson, other than by breach of a confidentiality obligation; and (d) as may be required by law, applicable regulation or judicial process, provided, however, that if You are required to disclose such Confidential Information by applicable law, regulation or legal process, You shall promptly notify LivePerson of such pending disclosure and consult with LivePerson prior to such disclosure as to the advisability of seeking a protective order or other means of preserving the confidentiality of the Confidential Information.. Notwithstanding the foregoing, this section shall not prevent the communication of Confidential Information (other than contractual terms, including, but not limited to, pricing of the LivePerson Services) by the receiving party to other members of the LivePerson Community solely as part of such party’s participation in the LivePerson Community.
INTELLECTUAL PROPERTY
Trademarks or service marks of LivePerson may not be used in any manner without LivePerson’s express prior written consent. LivePerson respects the intellectual property rights of others, and requires that the people who use LivePerson Community website do the same. If You believe that Your work has been copied and is accessible on this site in a way that constitutes copyright infringement, You may notify us by in writing in accordance with the Copyright Policy located at www.liveperson.com.
RESTRICTIONS
You shall ensure that You and Your users, will not do any of the following in connection with use of or access to LivePerson Community:
(a) violate any law, statute, ordinance or regulation, or make available or provide any content or information that is confidential, unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, racially, ethnically or otherwise objectionable;
(b) violate any patent, trademark, trade secret, copyright, right to privacy, publicity, or other proprietary right of any party;
(c) damage, impair, disable, or overburden the LivePerson hosting or expert platform or in any way interfere with LivePerson’s rights or any other user’s use and enjoyment of LivePerson Community;
(d) reverse engineer, decompile, disassemble or translate or otherwise attempt to derive the source code of any part of LivePerson Community or LivePerson systems;
(e) sell, resell, or offer for any commercial purposes, any portion of LivePerson Community;
(f) impersonate any person or entity, including, but not limited to, a LivePerson official, forum leader, guide or host, or falsely state or otherwise misrepresent Your affiliation with a person or entity or collect or store personal data about other users in connection with the prohibited conduct and activities;
(g) upload, post, email, transmit or otherwise make available any content that You do not have a right to make available under any law or under contractual or fiduciary relationships (including, but not limited to, inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements, including, but not limited to confidential information received from LivePerson pursuant to the LivePerson services);
(h) upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
(i) You may not attempt to gain unauthorized access to any other accounts, computer systems or networks connected to any LivePerson servers, through hacking, password mining or any other means or obtain or attempt to obtain any materials or information through any means not intentionally made available through the Web Sites or Materials;
(j) intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law;
(k) use the LivePerson Community in connection with contests, pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited messages (commercial or otherwise) or to commit fraud;
(l) use information obtained from the LivePerson Community (1) to compete with products and services offered by LivePerson or (2) for any other purpose other than for your relationship with LivePerson.
(m) send or otherwise make available any information or material that may constitute or encourage conduct that is a criminal offense or civil wrong, e.g. insider trading information about a company or proprietary or confidential information of a third party;
(n) impersonate any person or entity or make any false statements regarding any agency or affiliation with any entity or create a false identity;
(o) falsify or delete any copyright management information, such as author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material that is sent; or
(p) provide material support or resources (or conceal or disguise the nature, location, source or ownership of material support or resources) to any organization designated as a foreign terrorist organization by the U.S. government.
LivePerson may enforce the terms of this Agreement by any legal means, including, but not limited to, warning You of violations, terminating Your ability to use LivePerson Community, editing or removing content You post to the LivePerson Community or prohibiting any behavior that does not comply with this Agreement. You warrant to LivePerson that You will not use LivePerson Community or any of the content obtained from the LivePerson Community website for any use prohibited by this Agreement or otherwise unlawful.
DISCLAIMER
You agree that You bear all risks associated with using or relying on Applications, Data or content on the LivePerson Community website. LivePerson does not warrant the accuracy, reliability, completeness, usefulness, non-infringement, or quality of any Application(s), Data or content on the LivePerson Community website and as such, You should perform all the necessary research to determine the risk of using a third party Application, relying on any third party content or Data from the LivePerson Community website (including but not limited to data privacy or security assessments). You acknowledge that LivePerson may or may not moderate or pre-screen Data or other user’s Data. If You install or enable an Application from LivePerson Community for use with the services provided by LivePerson (“Services”), You acknowledge and agree that (1) the terms of any Master Services Agreement or any other Agreement in which LivePerson provides Services to You (“Services Agreement”), shall not apply to Your use or download of any content, Data or Applications on the LivePerson website or LivePerson Community, even if used for the interoperation with the Services provided to You by LivePerson under a Services Agreement; (2) LivePerson may allow a third party provider to access Your customer data as required for the interoperation of such Applications with the Services; and (3) The terms governing Your use or download of content, Data or an Application shall be governed by separate terms and conditions provided to You by the owner of the third party Application, content or Data. LivePerson Community is provided on an “AS IS” basis. LivePerson makes no warranty: (i) that LivePerson Community or any content or Application thereon will meet Your requirements or expectations, (ii) that Your access to LivePerson Community will be uninterrupted, timely or error-free, or (iii) any errors on LivePerson Community will be corrected. Any linked sites are not under the control of LivePerson and LivePerson is not responsible for the content of any linked site or any link contained in a linked site. LivePerson reserves the right to terminate any link or linking program at any time. LivePerson does not endorse companies or products to which it links and reserves the right to note as such on its web pages. If you decide to access any of the third party sites linked to the LivePerson Community, you do this entirely at your own risk. LIVEPERSON EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT RELATED TO YOUR USE OF: (A) LIVEPERSON COMMUNITY, (B) THIRD PARTY CONTENT, (C) DATA OR (D) APPLICATIONS.
INDEMNITY
You agree to indemnify and hold LivePerson and its subsidiaries, affiliates, officers, agents, and employees harmless from any claims by third parties, and any related damages, losses or costs (including reasonable attorney fees and costs), arising out of or related to (i) Data You submit to or publish on LivePerson Community, (ii) Your use of LivePerson Community, (iii)Your breach of the terms and conditions of this Agreement and (iv) Your alleged violation of any rights of a third party in connection with Your use of the LivePerson Community. LivePerson may, at its sole discretion, assume the exclusive defense and control of any matter subject to indemnification. The assumption of such defense or control by LivePerson, however, shall not excuse You from any of Your indemnity obligations.
LIMITATION OF LIABILITY
IN NO EVENT SHALL LIVEPERSON HAVE ANY LIABILITY HEREUNDER TO YOU FOR ANY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSQUENTIAL DAMAGES, OR DAMAGES BASED ON LOST PROFITS, DATA OR USE, HOWEVER CAUSED, AND WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT LIVEPERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
FORWARD LOOKING STATEMENTS
Some of the information on the LivePerson Community may contain projections or other forward-looking statements regarding future events or the future financial performance of LivePerson. Words such as "expects," "goals," "plans," "believes," "continues," "may," and variations of such words and similar expressions identify forward-looking statements. In addition, any statements that refer to or may imply future financial performance, our anticipated growth and trends in our businesses, and other characterizations of future events or circumstances are forward-looking statements. All such statements that are not historical facts are based on our current expectations and are subject to a number of risks and uncertainties, and the actual events or results may differ materially. Please refer to the LivePerson’s filings with the Securities and Exchange Commission, specifically, our most recent earnings release and our most recent Form 10-Q or Form 10-K for more information on the risk factors that could cause the actual results to differ materially from those contained in our forward-looking statements.
GENERAL
This Agreement will be governed by the laws of the State of New York, without regard to or application of conflicts of law rules or principles, and You hereby consent to the exclusive jurisdiction of the federal and state courts located in New York, New York with regard to any dispute arising out of or related to this Agreement. If any provision of this Agreement or part thereof is held to be unenforceable, that provision or part thereof will be removed, a substitute provision implied that meets as closely as possible the intent of the severed provision and the remaining provisions will remain in full force. The waiver by LivePerson of any default or breach of this Agreement shall not constitute a waiver of any other or subsequent default or breach. You may not assign, transfer or encumber this Agreement, by contract or by law, in any way without LivePerson’s prior written consent; any attempted assignment, transfer or encumbrance in violation of the foregoing shall be null and void and of no effect. No person that is not a party to this Agreement shall have or acquire any rights by reason of this Agreement, nor shall LivePerson have any obligation or liability whatsoever to any such person except as otherwise expressly set forth herein. This Agreement constitutes the complete and exclusive understanding and agreement of LivePerson and You relating to the subject matter hereof, and supercedes all prior or contemporaneous understandings, agreements and communications, and or advertising with respect thereto.
CHANGES TO TERMS
LivePerson may change the terms of this Agreement from time to time. Any changes will take effect after they are posted. You should check periodically for changes to these terms.
