Software License Agreement
1. This is an agreement between Live X, Inc. (“Licensor”) and a software user (“Licensee”), who is being licensed to use the RIVET™ software (“Software”).
2. Licensee acknowledges that this is only a limited nonexclusive license.
3. This License permits Licensee to install the Software in object form only on one (1) computing device and to use the Software in connection with Licensor’s services. Licensee will not make copies of the Software or allow copies of the Software to be made by others. Licensee may make copies of the Software for backup purposes only. Licensee has no other rights, and all other rights are reserved by Licensor.
4. If Licensee provides Licensor with any comments, bug reports, feedback, enhancements, or modifications for the Software ("Feedback"), Licensee will retains all right, title, interest, and ownership to the Feedback. Licensee grants Licensor a perpetual, worldwide, sublicensable, royalty free, irrevocable, nonexclusive license to use, modify and incorporate the Feedback into the Software.
5. Data. The Software sends encoded data to Licensor. You agree that Licensor may retain a copy of any such data to improve its services and products.
6. Licensor retains the ownership of all copies of Software.
7. The Software is protected by intellectual property laws. The Software contains third-party software under various licenses. Licensor does not claim any rights to such third-party software code. Apart from the third-party code, Licensor retains all intellectual property right, title and interest in and to the Software.
8. NO WARRANTY. THE SOFTWARE IS LICENSED TO YOU "AS IS”. LICENSOR AND ITS LICENSORS DO NOT WARRANT THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED, ERROR FREE, BUG FREE, OR THAT TH SOFTWARE WILL WORK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS, OR FREEDOM FROM HARMFUL OR DAMAGING COMPUTER SOFTWARE (SUCH AS A WORM, VIRUS, OR BOMB). SOME JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OR LIMITATION OF CERTAIN CONDITIONS, WARRANTIES OR GUARANTEES, AND/OR DO NOT ALLOW PRODUCTS TO BE SOLD WITHOUT NO WARRANTIES OR GUARANTEES. ACCORDINGLY, IF THESE LAWS APPLY TO YOU, SOME OF THE EXCLUSIONS MAY NOT APPLY OR MAYBE APPLIED IN LIMITED PART TO YOU.
9. DISCLAIMER OF DAMAGES. LICENSOR IS NOT LIABLE TO LICENSEE FOR ANY DAMAGES, INCLUDING COMPENSATORY, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, CONNECTED WITH OR RESULTING FROM THIS LICENSE AGREEMENT OR LICENSEE'S USE OF THIS SOFTWARE. SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OF DAMAGES. ACCORDINGLY, THIS LIMITATION MAY NOT APPLY OR MAY BE APPLIED IN LIMITED PART TO YOU.
10. LIMITATION OF LIABILITY. NOTWITHSTANDING ANY DAMAGES THAT YOU MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED HEREIN AND ALL DIRECT OR GENERAL DAMAGES IN CONTRACT OR ANYTHING ELSE), THE ENTIRE LIABILITY (IN THE AGGREGATE) OF LICENSOR AND ITS LICENSORS AND YOUR EXCLUSIVE REMEDY HEREUNDER SHALL BE LIMITED TO $USD 10.00.
11. Licensee agrees to defend and indemnify Licensor and hold Licensor harmless from all claims, losses, damages, complaints, and expenses (including reasonable attorneys fees) connected with the Licensee’s use of the Software.
12. This License Agreement is effective upon your acceptance of this License Agreement and remains in effect until terminated. Licensee may terminate this License Agreement by destroying all copies of the Software. Licensor has the right to terminate this License Agreement (and Licensee's right to use this Software) upon any material breach by Licensee.
13. Upon termination of the License, Licensee agrees to destroy all copies of the Software.
14. This License Agreement is the entire and exclusive agreement between Licensor and Licensee regarding this Software. This License Agreement replaces and supersedes all prior negotiations, dealings, and agreements between Licensor and Licensee regarding this Software.
15. This License Agreement is governed by the law of the State of New York, without regard to conflicts of law principles. Any legal proceeding related to any dispute, claim or controversy or otherwise related to the rights and obligations of the parties under this Agreement shall be brought in the state or federal courts of the State of New York, in New York County, and each party irrevocably consents to the exclusive venue and personal jurisdiction of those courts for the resolution of disputes and waives all objections thereto. To the fullest extent permitted by law, each party irrevocably waives its right to a jury in any litigation arising out of or relating to this EULA.
16. Apple Store Terms. The following terms are required by Apple Inc. for using the iOS version of the Software.
a. Acknowledgment. Licensee and Licensor acknowledge that this Agreement is concluded between each other, and not with Apple Inc., nor any subsidiary or affiliate company of Apple Inc. (collectively, “Apple”). You also acknowledge that Licensor is solely responsible for the Software and the content therein.
b. Scope of License. The license granted to Licensee for the Licensed iOS Application is a non-transferable license to use the Application on any Apple-branded products that you own or control and as permitted by the Usage Rules defined and set forth in the Apple Terms, except that such Application may be accessed and used by other accounts associated with the purchaser via family sharing or volume purchasing.
c. Maintenance and Support. Licensor is solely responsible for providing any maintenance and support services with respect to the Application, as specified in this Agreement, or as required under applicable law. Licensor and Licensee acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Application.
d. Warranty. In the event of any failure of the Application to conform to any applicable warranty, Licensee may notify Apple, and Apple will refund the purchase price for the Application to that Licensee; and that, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Application, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be Licensor’s sole responsibility.
e. Product Claims. Licensor and Licensee acknowledge that Licensor, not Apple, is responsible for addressing any claims of the Licensee or any third party relating to the Application or the Licensee’s possession and/or use of that Application, including, but not limited to: (i) product liability claims; (ii) any claim that the Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy, or similar legislation, including in connection with the Applicationʼs use of the HealthKit and HomeKit frameworks.
f. Intellectual Property Rights. Licensor and Licensee acknowledge that, in the event of any third party claim that the Application or the Licensee’s possession and use of that Application infringes that third partyʼs intellectual property rights, Licensor, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
g. Legal Compliance. Licensee must represent and warrant that (i) he/she is not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) he/she is not listed on any U.S. Government list of prohibited or restricted parties.
h. Developer Name and Address. The developer of this application is Live X, Inc., 483 10th Avenue, Suite 210, New York. NY 10018. If Licensee has any questions, complaints or claims, Licensee can send an email to [email protected].
i. Third Party Terms of Agreement. Licensee must comply with any applicable third party terms of agreement when using the Application.
Third Party Beneficiary. Licensor and Licensee acknowledge and agree that Apple, and Appleʼs subsidiaries, are third party beneficiaries of this Agreement, and that, upon the Licensee’s acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the Agreement against the Licensee as a third party beneficiary thereof.