Licensed Application Terms of Service
Effective as of August 2, 2021 (the “Effective Date”), LiveVox, Inc., and its Affiliates (collectively, “LiveVox” or “we” or “us” or “our” or other similar pronouns) have updated these Licensed Application Terms of Service (the, “Terms of Service”). By accepting these Terms of Service, either by accessing or using the Services (as defined below) or authorizing or permitting any individual to access or use the Services, You agree to be bound by these Terms of Service. If You are entering into these Terms of Service on behalf of a company, organization or another legal entity (an “Entity”), You are agreeing to these Terms of Service for that Entity and representing to LiveVox that You have the authority to bind the Entity to these Terms of Service, in which case the terms “Customer”, “You”, “Your” or a related capitalized term will refer to the Entity. If You do not have such authority, or if You do not agree with these Terms of Service, You must not accept these Terms of Service and may not access nor use the Services. We may modify these Terms of Service or any additional terms, which are relevant to a particular product or service, to reflect changes in the law or to the Services. We will post the revised terms on the Site (as defined in Section 1, below). PLEASE REVIEW THE SITE ON A REGULAR BASIS TO OBTAIN TIMELY NOTICE OF ANY REVISIONS. IF YOU CONTINUE TO USE THE SERVICES AFTER THE REVISED TERMS TAKE EFFECT, YOU AGREE TO BE BOUND BY THE REVISED TERMS OF SERVICE. If You already have an existing agreement with LiveVox, that agreement supersedes any terms of these Terms of Service. You agree that LiveVox will not be liable to You or to any third party for any modification of these Terms of Service. You and LiveVox are each referred to as a “Party” or collectively, the “Parties” in these Terms of Service.
These Terms of Service constitute a legally binding agreement between You and LiveVox for services. The Terms of Service apply to Your use of our services, including any content, functionality and services offered on or through our websites, and to any mobile, tablet and other smart device applications, and application program interfaces, including the chat services (collectively, the “Services”).
Your access to and use of the Services is conditioned upon Your acceptance of and compliance with these Terms of Service. These Terms of Service apply to all visitors, users, and others who wish to access or use the Services. If You are accessing and/or using the Services on behalf of another individual, or as a consultant or agent of a third party, You represent and warrant that You have the authority to act on behalf of and bind such individual or third party principal to these Terms of Service.
IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SERVICES.
For good and valuable consideration, the receipt and sufficiency of which is acknowledged by the Parties, the Parties agree as follows:
1.1 “Affiliates” mean any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
1.2 “Documentation” means all documentation made publicly available by LiveVox for the Services, and as may be updated from time to time.
1.3 “Intellectual Property Rights” mean patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights.
1.4 “Malicious Software” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.
1.5 “Order Form” means the ordering documents for any purchases of Services hereunder that are entered into by You and LiveVox from time to time. Order Forms shall be deemed incorporated herein by reference.
1.6 “Third-Party Applications” mean online, web-based applications and offline software products that are provided by third parties, interoperate with the Services, and are identified as third-party applications.
1.7 “Users” means an individual who is authorized by You to use the Services and who has been supplied a user identification and password by You (or by LiveVox at Your request). A User may be, without limitation, Your employee, consultant, contractor or agent, or a third party with which You transact business, or an employee or contractor of such a third party.
1.8 “Your Data” means data and other information made available to LiveVox by or for You through the use of the Services under these terms.
1.9 “Your Marks” mean Your name and associated logos.
2. License Grant.
2.1 Provision of Services. LiveVox will make the Services available to You in accordance with these Terms of Service, the Documentation and any applicable Order Forms. LiveVox will provide the Services in accordance with laws applicable to LiveVox’s provision of the Services to its customers generally (i.e. without regard for Your particular use of the Services), and subject to Your use of the Services in accordance with these Terms of Service, the Documentation and any applicable Order Form.
2.2 License Grant. Subject to Your compliance with these Terms of Service, You are granted a limited, revocable, non-exclusive, non-transferable and non-sublicensable right to use the Services and Licensed Application on any device that You own or control and as permitted by these Terms of Service. This license does not allow You to use the Licensed Application on any device that You do not own or control, and You may not distribute or make the Licensed Application available over a network where it could be used by multiple devices at the same time. Your license to use the Services is internal (all others, including any Affiliates, must obtain their own license).
3. Your Responsibilities; Compliance with Laws. You will: (a) be solely responsible for all use (whether or not authorized) of the Services and Documentation under Your account, including for the quality and integrity of Your Data; (b) use Services only in accordance with these Terms of Service, Documentation, Order Forms or other applicable terms relating to the use of the Services, and in compliance with all applicable laws; (c) be solely responsible for all acts, omissions and activities of Your Users, including their compliance with these Terms of Service, Documentation, and any Order Forms or other terms of sales of the Services; (d) make best efforts to prevent unauthorized access to or use of the Services and notify LiveVox promptly of any such unauthorized access or use; (e) provide reasonable cooperation regarding information requests from law enforcement, regulators, or telecommunications providers; and (f) comply with the representations and warranties You make in Section 6 (Representations and Warranties) below.
4. Restrictions. You will not (i) permit any third party to access the Services except as provided in these Terms of Service, the Documentation and any applicable Order Forms, (ii) create derivate works based on the Services, (iii) copy, frame or mirror any part or content of the Services, other than copying or framing on Your own intranets or otherwise for Your own internal business purposes, (iv) reverse engineer the Services, (v) upload or provide for processing any information or material that is illegal, defamatory, offensive, abusive, obscene, or that violates privacy or Intellectual Property Rights of any third party, (vi) send, store, or distribute any Malicious Software harmful to a network or system, (vii) interfere with or disrupt any user, host, or network forming any part of the Services, (viii) access or search the Services by any means other than the supported interfaces made available to You, (ix) exploit the Services in any unauthorized way whatsoever, including but not limited to, trespass or burdening network capacity, or (x) access the Services in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the Services.
5.1 To the extent You choose to access our Services, You do so at Your own risk and initiative. You may use the Services for lawful purposes only and only in accordance with these Terms of Service. You are solely responsible for obtaining and maintaining all necessary consents required for You to use the Services and provide any material or other information in relation thereto, and for complying with any and all laws, rules, regulations and other obligations that may apply to Your use of the Services, including any and all applicable privacy laws. Without limiting the foregoing You agree not to use the Services as follows:
(a) for pornographic, indecent, obscene, defamatory or other unlawful purposes;
(c) to engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Services, or which, as determined by LiveVox in its discretion, may harm LiveVox or Users of the Services or expose them to liability;
(d) to send harassing and/or threatening messages to others or to abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other person; or
(e) to discriminate against or harass anyone on the basis of race, national origin, religion, gender, sexual orientation, disability, medical condition, marital status, age or gender identity, or otherwise engage in abusive or disruptive behavior.
5.2 You agree to accept responsibility for any and all activities or actions that occur under Your account, name and/or password. You understand and acknowledge that You are responsible for how You use the Services, and You, not LiveVox, have full responsibility for such use, including legality and appropriateness, including for any content You post or information You provide (including personal information). You agree to notify LiveVox immediately upon becoming aware of any security breaches or unauthorized use. You are liable for any and all activities conducted through Your account.
5.3 In the course of using the Licensed Application and/or the Services, You may encounter content that may be deemed offensive, indecent, or objectionable. Nevertheless, You agree to use our Services at Your sole risk and we shall not have any liability to You for content that may be found to be offensive, indecent, or objectionable. You acknowledge and agree that LiveVox is not in any way responsible for any use by You of the Services, including without limitation any use in violation of Sections 4 (Restrictions) and 5 (Compliance) of these Terms of Service, nor for any harassing, threatening, defamatory, offensive or illegal messages or transmissions that You may receive as a result of using our Services.
5.4 You acknowledge that LiveVox has no obligation to monitor access to or use of the Services, but it has the right to do so if it chooses in order to secure and improve the Services, for fraud prevention, risk assessment, investigation, customer support and to ensure compliance with these Terms of Service, or as it otherwise sees fit. LiveVox reserves the right to refuse service, terminate accounts, disable any user identification code or password, remove or edit content, revoke Your license, and otherwise terminate Your right to use the Services at any time in its sole discretion, for any or no reason, including, if in LiveVox’s opinion You have failed to comply with any provision of these Terms of Service or for any illegal or criminal behavior.
6. Representations and Warranties. You represent and warrant that (a) Your Marks and the activities with respect to Your Marks undertaken by LiveVox in accordance with the terms of these Terms of Service, do not and will not violate, misappropriate or infringe upon the Intellectual Property Rights of any third party; (b) You will comply with all applicable local, state, national and international laws and regulations, and maintain all necessary licenses, permits and other permissions; (c) Your use of the Services will not contain or introduce any Malicious Software into the Services; and (d) You have all right, power and authority to grant the licenses granted to LiveVox herein.
7. Ownership. Subject to the limited rights expressly granted hereunder, LiveVox reserves all rights, title and interest in and to the Services, including all related Intellectual Property Rights. No rights are granted to You hereunder other than as expressly set forth herein.
8.1 Definition of Confidential Information. As used in these Terms of Service, “Confidential Information” means all confidential and proprietary information of a Party (“Disclosing Party”) disclosed to the other Party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the terms of these Terms of Service (including pricing and other terms reflected in all Exhibits and Order Forms hereunder), information pertaining to the Disclosing Party’s financial condition, Your Data, the Services, business and marketing plans, technology and technical information, product designs, and business processes. Confidential Information (except for Your Data) will not include any information that: (A) Is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (B) Was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (C) Was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (D) Is received from a third party without breach of any obligation owed to the Disclosing Party.
8.2 Confidentiality. The Receiving Party will not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms of Service, except with the Disclosing Party’s prior written permission. You may disclose certain Confidential Information to one of Your own customers or auditors so long as it is necessary to fulfill these Terms of Service, and the customer or auditor is bound by a confidentiality agreement at least as restrictive as the confidentiality terms in these Terms of Service. You nevertheless remain responsible for any breach of confidentiality as a result of such a disclosure.
8.3 Compelled Disclosure. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it will provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.
8.4 Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of these Terms of Service, the Disclosing Party will have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the Parties that any other available remedies are inadequate.
9. Logos & Trademarks. You acknowledge that in providing the Services, LiveVox utilizes the LiveVox name, the LiveVox logo, the LiveVox domain name, the product and service names associated with the Services, and other trademarks and service marks and are covered by Intellectual Property Rights owned by LiveVox. You grant LiveVox the right to use Your company name and logo as necessary to promote and identify Your use of the Services.
10. Your Data; Personally Identifiable Information.
10.1 Your Data. Your Data is Your property. You grant LiveVox a non-exclusive, worldwide, royalty-free license to use, copy, transmit, sub-license, index, store, aggregate, and display Your Data as required to provide or perform the Services, and to publish, display, and distribute de-identified, aggregated information derived from Your Data and from Your use of the Services for purposes of improving LiveVox’s products services, and developing, displaying, and distributing benchmarks and similar reports, provided that any such data is not publicly identified or identifiable as originating with or associated with You or any individual person.
10.2 Personally Identifiable Information. Unless the Parties specifically agree otherwise in writing, You represent and warrant that neither You nor any User will upload into the Services, or otherwise provide for processing by the Services, any personally identifiable information, including but not limited to personal financial and financial account information, sexual orientation, personal medical or health information, personal information of children under 13, personal education records, and social security, national identity, national insurance, and similar personal identifiers.
11. Third Party Products and Applications.
11.1 Your Acquisition of Third-Party Products and Services. To use the Services, You must have a supported computer device, web browser and internet connection; no purchase of any other third-party products or services is required to use the Services. LiveVox may offer Third-Party Applications for sale under Order Forms. Any other acquisition by You of third-party products or services, including but not limited to Third-Party Applications and implementation, customization and other consulting services, and any exchange of data between You and any third-party provider, are solely between You and the applicable third-party provider. LiveVox does not warrant or support third-party products or services, whether or not they are designated by LiveVox as “certified” or otherwise, except as specified in an Order Form.
11.2 Third-Party Applications and Your Data. If You install or enable Third-Party Applications for use with Services, You acknowledge that LiveVox may allow providers of those Third-Party Applications to access Your Data as required for the interoperation of such Third-Party Applications with the Services. We will not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by Third-Party Application providers. The Services will allow You to restrict such access by restricting Users from installing or enabling such Third-Party Applications for use with the Services.
12. Feedback. LiveVox will have a royalty-free, worldwide, irrevocable, perpetual license to use or incorporate into the Services and other online services any suggestions, enhancement requests, recommendations or other feedback provided by You, including Your Users, relating to the operation of the Services.
13. Disclaimer of Warranties. EXCEPT AS PROVIDED IN THESE TERMS OF SERVICE, LIVEVOX MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
14. Availability, Errors and Inaccuracies.
14.1 LiveVox reserves the right, at its sole discretion, to withdraw or amend the Services and any service or material it provides in connection thereto without notice. LiveVox will not be liable if for any reason all or part of the Services are unavailable at any time or for any period of time.
14.2 LiveVox is constantly updating product and service offerings and may experience delays in updating information on the website and application and in its advertising on other websites. The information found in such places may contain errors or inaccuracies and may not be complete or current. Services may be mispriced, described inaccurately, or unavailable and LiveVox cannot guarantee the accuracy or completeness of any information.
14.3 Due to the nature of the internet, LiveVox does not guarantee continuous and uninterrupted availability and accessibility of the Services. LiveVox may also restrict the availability of the Services if it deems it to be necessary for any reason, in its sole discretion, including for the security of its servers, or to carry out maintenance of the Services. LiveVox reserves the right to change or update information and to correct errors, inaccuracies, or omissions or to improve, enhance and modify the Services and introduce new Services from time to time, at any time, without prior notice or liability.
14.4 LiveVox makes no representation that the Services are available for use in any particular location. LiveVox reserves the right to change, suspend, remove, or disable access to our Services at any time without notice. In no event will LiveVox be liable for the removal of or disabling of access to our Services. LiveVox may also impose limits on the use of or access to our Services, in any case and without notice or liability.
15. Indemnification. You will defend, indemnify and hold LiveVox, including its agents, officers, directors and representatives, harmless against any loss or damage (including reasonable attorneys’ fees) incurred in connection with claims, demands, suits, or proceedings made or brought against LiveVox by a third party: (i) alleging that Your Data, or applications or other materials developed by You using the Services, infringe or misappropriate the Intellectual Property Rights of a third party or violate applicable law (to the extent such infringement, misappropriation or violation do not arise from the Services), or (ii) arising from or related to any breach of an obligation, representation, warranty, covenant or other provision of these Terms of Service by You or any matter which You have expressly agreed to be responsible pursuant to these Terms of Service.
16. Limits of Liability.
16.1 Limitation of Liability. IN NO EVENT WILL LIVEVOX’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OF SERVICE, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED ONE HUNDRED DOLLARS ($100).
16.2 Exclusion of Consequential and Related Damages. IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, LOSS OF USE, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
17. Term, Termination, Suspension of Services & Survival.
17.1 Term. These Terms of Service, as may be updated from time to time, will commence on the date they are accepted by You and continue until terminated in accordance with Section 17.2 (Termination) below (“Term”).
17.2 Termination. Either Party may terminate these Terms of Service and close Your customer account(s) for any reason upon thirty (30) days written notice to the other Party. Notwithstanding the preceding sentence, if there is an Order Form(s) in effect, then these Terms of Service will not terminate until such Order Form(s) have expired or been terminated. LiveVox, at its sole discretion, may terminate these Terms of Service and close Your customer account(s) in the event You commit any material breach of these Terms of Service and fail to remedy that breach within five (5) days after LiveVox provides written notice of that breach to You. You may also terminate these Terms of Service in the event LiveVox commits a material breach of these Terms of Service and fails to remedy that breach within five (5) days after providing written notice of that breach to LiveVox.
17.3 Suspension of Services. LiveVox may suspend the Services immediately upon notice of non-payment or for cause if: (a) You violate (or give LiveVox reason to believe You have violated) any provision of these Terms of Service; (b) there is reason to believe the traffic created from Your use of the Services is fraudulent or negatively impacts the operating capability of the Services; (c) LiveVox determines, in its sole discretion, that providing the Services are prohibited by applicable law, or it has become impractical or unfeasible for any legal or regulatory reason to provide the Services; (d) subject to applicable law, upon Your liquidation, commencement of dissolution proceedings, disposal of Your assets or change of control, a failure to continue business, assignment for the benefit of creditors, or if You become the subject of bankruptcy or similar proceeding, or (e) there is any use of the Services by You or Your Users that in LiveVox’s judgment threatens the security, integrity or availability of the Services. However, LiveVox will use commercially reasonable efforts under the circumstances to (i) provide You with notice and an opportunity to remedy such violation or threat prior to any such suspension; (ii) where practicable, limit the suspension based on the circumstances leading to the suspension (e.g., to certain phone numbers, sub-accounts or other subset of traffic); and (iii) remove the suspension as quickly as reasonably practicable after the circumstances leading to the suspension have been resolved. If Your account is blocked because You are operating in a prohibited country or region, You will receive notice of Your account being inoperable when You attempt to log into Your account in the restricted country or region.
17.4 Surviving Provisions. The representations, warranties, agreements, and indemnifications of the Parties in these Terms of Service and all other terms of the Parties that, by their nature, are designed and intended to survive termination of these Terms of Service will survive any termination of these Terms of Service.
18. Assignment. Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior express written consent of the other Party. Notwithstanding the foregoing, either Party may assign these Terms of Service together with all rights and obligations hereunder, without consent of the other Party, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its capital stock or assets not involving a direct competitor of the other Party. Any attempt by a Party to assign its rights or obligations under these Terms of Service in breach of this section is void and of no effect. Subject to the foregoing, these Terms of Service will bind and inure to the benefit of the Parties, their respective successors and permitted assigns.
19. Entire Agreement. These Terms of Service, including all Order Forms, exhibits and addenda, constitute the entire agreement between the Parties as to its subject matter. It supersedes any prior written or oral agreements or communications between the Parties. It may not be modified except in a writing signed by the Parties. In the event of any conflict between the provisions in these Terms of Service and any Order Form, exhibit, amendment, or addendum, the terms of the Order Form, exhibit, amendment, or addendum prevail.
20. Severability. If any provision of these Terms of Service is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms of Service remain in effect.
21. Relationship of the Parties. These Terms of Service do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties.
22. Notices. Any notice required or permitted to be given in accordance with these Terms of Service will be effective if it is in writing and sent by certified or registered mail, or overnight courier, return receipt requested, to the appropriate Party at the address set forth in Your registration information for You or, for LiveVox, to LiveVox, Inc., 655 Montgomery Street, Suite 1000, San Francisco, California 94111, Attention: President and CEO with a copy to firstname.lastname@example.org. Either party may change its address for receipt of notice by notice to the other Party in accordance with this section. Notices are deemed given two business days following the date of mailing or one business day following delivery to a courier.
23. Governing Law. These Terms of Service are governed exclusively by, and construed exclusively in accordance with, the laws of the United States and the State of California, without regard to its conflicts of laws provisions.
24. Force Majeure. No failure, delay or default in performance of any obligation of a Party will constitute an event of default or breach of these Terms to the extent that such failure to perform, delay or default arises out of a cause, existing or future, that is beyond the control and without negligence of such Party, including action or inaction of governmental, civil or military authority; fire; strike, lockout or other labor dispute; flood, terrorist act; war; riot; theft; earthquake and other natural disaster. The Party affected by such cause will take all reasonable actions to minimize the consequences of any such cause.
25. Waiver and Cumulative Remedies. No failure or delay by LiveVox in exercising any right under these Terms of Service constitute a waiver of that right. Other than as expressly stated in these Terms of Service, the remedies provided are in addition to, and not exclusive of, any other remedies of a Party at law or in equity.
26. Headings. Headings are for convenience only and do not affect the interpretation of these Terms of Service.