Terms of Use

Your access to and use of LiveRetail's software-as-a-service solution (the "Service") is provided or made available to you pursuant to a direct or indirect license agreement between LiveRetail, Inc. or its affiliate ("we" or "us") and the enterprise with which you are employed or otherwise associated (the "Enterprise"). These Terms of Use (the "Terms") form a legal agreement between you and us.  By accessing and using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms and to comply with all applicable laws and regulations.  If you do not agree to these Terms, please do not use the Service.  We may at any time make changes to these Terms by updating this posting.  Your continued use of the Service following the posting of any change constitutes your agreement to such changes.

Rights to Use the Service

You may use the Service only as authorized or permitted by the Enterprise.  You are responsible for determining and complying with the extent and scope of your authorization or permission from the Enterprise.

The Enterprise has purchased a Credit Bundle from us, which is a pre-paid package that entitles a specified extent of usage of the Service by all users.  Once a Credit Bundle has been fully consumed, an additional Credit Bundle must be purchased to enable further use of the Service. Thus, your usage of the Service will count against the remaining credits remaining in the Credit Bundle that are available for consumption by you and all other users before an additional Credit Bundle must be purchased.  Accordingly, you should use the Service only in the manner and to the extent that is consistent with your usage authorization from the Enterprise.

Certain User Acknowledgments

Without limiting the scope or effect of any other provision of these Terms, you acknowledge and agree as follows:

• You are solely responsible for the content and format of any material that you generate through use of the Service ("Output"). 
• You acknowledge that, by generating Output through the Service, you have checked the Output for accuracy and completeness. 
• You agree that we are not responsible for any errors in any Output that you may create through use of the Service, nor for any consequences of any such errors. 
• In no event will we have any liability for the value or cost of any media placement you may have purchased, including any case in which the Service failed to generate an Output in time for placement.

User Conduct and User Provided Content

You are solely responsible for all materials, content and user information you may submit through the Service for inclusion in an Output that you are generating ("User Materials").  You warrant and agree that, while using the Service, you shall not upload, post or transmit to or distribute or otherwise publish through the Service any materials which: (a) violate, plagiarize or infringe the rights of third parties, including, without limitation, copyright, trademark, patent, rights of privacy or publicity or any other proprietary right, (b) are unlawful, libelous, defamatory or profane, (c) in the context of the relevant advertisement, would be non-compliant with any laws, regulations, rules or guidelines pertaining to commercial advertising or marketing, including those promulgated by any federal, state or local agency, self-regulatory organization or industry body or media organization or (d) contain a virus or other harmful component, or false or misleading indications of origin or statements of fact. 

Intellectual Property

The Service is owned by us, and the grant of access to you to use the Service confers no ownership or other rights with respect to the Service or any component thereof.  Other than User Materials, all contents of the Service, including but not limited to, text, photographs, graphics, illustrations, video, sound and other material (all such content collectively referred to as "Content") are either owned by or licensed to us, the Enterprise or other contributing parties.  All rights are reserved.  By using the Service, you will not acquire any rights whatsoever in any Content or any Output generated through the Service that you did not have prior to using the Service.  . 

DISCLAIMER OF WARRANTIES

THE SERVICE, INCLUDING ALL CONTENT, FUNCTIONS, AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH THE SERVICE, IS PROVIDED ON AN 'AS IS' ,'AS AVAILABLE' BASIS WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  WE DO NOT WARRANT THAT THE SERVICE OR ITS FUNCTIONS, FEATURES OR CONTENT WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, WILL MEET YOUR PARTICULAR NEEDS OR PURPOSES, OR THAT DEFECTS WILL BE CORRECTED. 

LIMITATION OF LIABILITY

IN NO EVENT WILL WE BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES THAT ARE DIRECTLY OR INDIRECTLY RELATED TO THE USE OF OR THE INABILITY TO USE THE SERVICE, OR THE CONTENT, MATERIALS AND FUNCTIONS RELATED THERETO EVEN IF WE OR ONE OF OUR AUTHORIZED REPRESENTATIVES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) ARISING FROM THESE TERMS OR YOUR USE OF THE SERVICE OR ANY ADVERTISING GENERATED BY THE SERVICE EXCEED, IN THE AGGREGATE, TEN DOLLARS ($10.00).

Indemnification

You shall indemnify, defend and hold us, our affiliates and their respective officers, directors, employees, agents, licensors, licensees, successors and assigns (collectively, the "Indemnified Parties"), harmless from and against any and all claims, losses, damages, liabilities, judgments and fees and expenses related thereto (including, without limitation, reasonable attorneys' fees), incurred by an Indemnified Party in connection with any claims arising out of, based upon or resulting from any breach or violation by you of these Terms, any use by you of the Service or any Output generated or placed through the Service, or as a result of a dispute with another user.  You shall not in any event settle or otherwise dispose of any matter without our prior written consent.  We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you.

Choice of Law; Dispute Resolution

This Agreement shall be governed by and in accordance with the laws of the State of Florida without regard to conflicts of laws rules or principles.  Any dispute or controversy arising from or in any way related to these Terms or your use of the Service shall be heard in an appropriate State or Federal court in Stuart, Florida, and you irrevocably consent to the jurisdiction of such courts.  In any such action, the prevailing party shall be entitled to court costs and attorneys' fees.

General Provisions

If any provision of these Terms is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be enforced to the maximum extent permissible so as to effect the intent of these Terms, and the remainder of these Terms shall continue in full force and effect.  These Terms comprise the entire agreement between you and us, and supersedes all prior agreements between the parties, regarding the subject matter contained herein.  We shall have the right to terminate your access to and use of the Service if we shall determine that you have failed to comply with these Terms.  All provisions in these Terms regarding representations and warranties, indemnification, disclaimers and limitations on liability shall survive any termination of these Terms and your use of the Service.