Terms of Use

LiveCopper Website Terms of Use

General

 

Please read these terms of use (the “Terms”) carefully before using
the websites of LiveCopper, Inc. and its subsidiaries (collectively “LiveCopper”).
By accessing, browsing or using these websites, you acknowledge that you have
read, understood and agree to be bound by these Terms and to comply with all
applicable laws and regulations, including United States export and re-export
control laws and regulations, diversion contrary to United States export laws
is prohibited. If you do not agree to these Terms, you are not authorized to
use these websites. These Terms govern your use of the websites, any content
(such as text, data, information, software, graphics or photographs) that LiveCopper
may make available through the websites (collectively, “Materials”) and any services
that LiveCopper may provide through the websites (collectively, “Services”).
The websites, Materials and Services are referred to in these terms
collectively as the “LiveCopper Websites.”

 

LiveCopper reserves the right to modify these Terms, or change or
remove features of LiveCopper Websites. We will notify you of any material
change to these Terms by sending you an email or by posting a notice of the
modification on LiveCopper Websites. If we make a material change, you may
terminate this agreement within 30 days of us sending you the email or posting
the notification. Your continued use of LiveCopper Websites after the date of
the modification shall be deemed acceptance of the modified Terms or agreement,
as applicable. Additional or different Terms, conditions and notices may apply
to specific materials, information, products, software or services offered
through the LiveCopper Websites. In the event of any conflict, such additional
or different terms, conditions and notices will prevail over these Terms.
Please see the applicable agreement or notice.

 

These Terms include the Community
Participation Terms of Use
, and the terms and conditions set forth in
the Community Participation Terms of Use are incorporated herein by
reference. These Terms, together with any additional terms to which you agree
when using particular elements of the LiveCopper Websites, constitute the
entire and exclusive and final statement of the agreement between you and LiveCopper
with respect to the subject matter hereof, superseding any prior agreements or
negotiations between you and LiveCopper with respect to such subject matter.
These Terms and the relationship between you and LiveCopper shall be governed
by the laws of the State of California as applied to agreements made, entered
into and performed entirely in California by California residents, not
withstanding your actual place of residence. All lawsuits arising from or
relating to these Terms or your use of the LiveCopper Websites shall be brought
in the Federal or State courts located in Santa Clara County, California, and
you hereby irrevocably submit to the exclusive personal jurisdiction of such
courts for such purpose. The failure of LiveCopper to exercise or enforce any
right or provision of these Terms shall not constitute a waiver of such right
or provision. If any provision of these Terms is found by a court of competent
jurisdiction to be invalid, you nevertheless agree that the court should endeavor
to give effect to the intentions of LiveCopper and you as reflected in the
provision, and that the other provisions of these Terms remain in full force
and effect. These Terms shall remain in full force and effect notwithstanding
any termination of your use of the LiveCopper Websites. These Terms will be
interpreted without application of any strict construction in favor of or
against you or LiveCopper. These Terms, and any rights and licenses granted
hereunder, may not be transferred or assigned by you, but may be assigned by LiveCopper
without restriction.

 

Use of Software

To the extent that LiveCopper provides for the download of
proprietary LiveCopper software or open source software from LiveCopper’s
Websites (“Software”), such Software is protected by the applicable copyright,
patent or other intellectual property rights of either LiveCopper or the third
party licensor. Any use of the Software is subject to the terms of the
applicable end-user or open source license agreement.

 

All evaluation Software is provided “AS IS” for evaluation and
internal use only.  You may not use evaluation Software for commercial,
development or production purposes.  In addition, evaluation Software may
be time-disabled and may cease to operate after a period of time.

 

Trademarks

LiveCopper reserves all rights to its trademarks, service marks and
logos, which together with the trademarks, service marks and logos of
subsidiaries of LiveCopper will be collectively referred to as “LiveCopper
Marks.

 

No employee or other representative of LiveCopper is authorized to
grant permission to use LiveCopper Marks or to provide guidance in their use,
unless licensed within a formal written agreement.  Thus, any promise or
other representation with respect to LiveCopper Marks by a LiveCopper employee
in the absence of a formal written agreement cannot be relied upon.

 

The LiveCopper Marks are highly valued intellectual property, and
therefore LiveCopper will take the necessary steps to guard against dilution
and the use of third-party marks which are confusingly similar to LiveCopper
Marks or which are likely to cause confusion with LiveCopper Marks.

 

If a formal written agreement licenses one or more of the LiveCopper
Marks, unless the agreement provides other authorization, the use will be in
accordance with the guidelines.

 

LiveCopper does not object to the use of the LiveCopper Marks
(other than logos) to refer specifically to the products of LiveCopper.
However, a purely referential use or nominative fair use of the LiveCopper
Marks must be in plain text.  Qualified legal counsel should be consulted
in order to distinguish a referential use from an infringing use.

 

In the United States, registered LiveCopper Marks should be
designated by the symbol “®”, while unregistered LiveCopper Marks should be
identified by a “™” designation.  The LiveCopper Marks must be used as
adjectives, rather than as nouns or verbs.

 

Linking To LiveCopper Websites

Linking to the LiveCopper Websites (including an internal or
subsidiary page of any website comprising a part of the LiveCopper Websites)
must be approved in writing by LiveCopper, except a limited, revocable right to
create a hyperlink to the website is granted under condition that the website
on which the hyperlink resides:

 

1.      does not utilize content of a LiveCopper
Website;
2.      does not utilize a LiveCopper logo;
3.      does not use framing of a LiveCopper Website;
4.      does not misrepresent an affiliation or other
relationship with LiveCopper;
5.      does not misrepresent any possible endorsement
by LiveCopper;
6.      does not contain content that could be
construed as illegal, distasteful, offensive or controversial; and
7.      is promptly modified to delete the hyperlink
upon request by LiveCopper.

 

Copyright

Except where otherwise specified, the contents of the LiveCopper
Websites are subject to copyright. Copyright © 1998-2014 LiveCopper, Inc. All
rights reserved.

 

The contents of the LiveCopper Websites are protected by copyright
and intellectual property laws in the United States and other countries as well
as by international treaties. You may not copy or distribute any portion of the
LiveCopper Websites, except as necessary to view the LiveCopper Websites.

 

Please direct any questions or comments to LiveCopper

 

Links to Third Party Sites

Links on the LiveCopper Websites to third-party websites are
provided solely for your convenience. If you access those links, you will leave
the LiveCopper Websites. LiveCopper does not endorse or make any
representations about such third party websites, and LiveCopper is not
responsible for the accuracy or reliability of any information, data, opinions,
advice or statements made on those websites. LiveCopper does not control those
websites, and LiveCopper is not responsible for the contents of any third-party
websites, any links contained in third-party websites or any changes or updates
to third-party websites.

 

Anti-Piracy/License Compliance

LiveCopper protects its technology vigilantly and permits others to
use it by virtue of license agreements.  The use or distribution of LiveCopper
software without permission from LiveCopper is software piracy.  LiveCopper
distributes and sells its product through a channel network of distributors and
resellers worldwide.  LiveCopper does not distribute or sell its product
through unauthorized channels such as auctions, peer-to-peer networking, or
through illegal download sites offering key or serial number generators.
If you are contemplating or have obtained LiveCopper software through one of
these avenues, you likely will find yourself with pirated software.
Please contact LiveCopper here for assistance with your own or another’s
unauthorized use of LiveCopper software.

 

LiveCopper also understands that some customers may have challenges
with managing their software licenses.  In these instances, LiveCopper’s
License Compliance team may assist by reviewing deployment records and
reconciling them with LiveCopper’s internal entitlement records.  The goal
of this program is to educate LiveCopper’s customers on the terms of their
licenses with LiveCopper and to bring the entitlement records in line with
usage.  Please contact LiveCopper’s License Compliance team with questions
or issues about your company’s usage at molly@LiveCopper.com.

 

Indemnification

You agree to indemnify, defend and hold harmless LiveCopper, its
parents, subsidiaries and other affiliated companies (and the respective
officers, directors, employees or agents of any such entities) from and against
any and all claims, liabilities, damages, losses, costs, expenses and fees
(including reasonable attorneys’ fees) that such parties may incur as a result
of or arising from your (or anyone using your account, computer or software’s)
use of the LiveCopper Websites or violation of these Terms. LiveCopper reserves
the right to assume the exclusive defense and control of any matter otherwise
subject to indemnification by you and, in such case, you agree to cooperate
with LiveCopper’s defense of such claim, and in no event may you agree to any
settlement affecting LiveCopper without LiveCopper’s written consent.

 

Electronic Communications

When you visit the LiveCopper Websites or send e-mails to LiveCopper,
you are communicating with LiveCopper electronically. We may respond to you by
e-mail or by posting notices on the LiveCopper Websites. You agree that all
such notices, disclosures and other communications that LiveCopper provides to
you electronically satisfy any legal requirement that such communications be in
writing.

 

United States Government Rights

All LiveCopper products and publications are commercial in nature.
The software, publications and software documentation available on the LiveCopper
Websites are “Commercial Items,” as that term is defined in 48 C.F.R.§2.101,
consisting of “Commercial Computer Software” and “Commercial Computer Software
Documentation,” as such terms are defined in 48 C.F.R. §252.227-7014(a)(1) and
48 C.F.R. §252.227-7014(a)(5), and used in 48 C.F.R. §12.211, 48 C.F.R. §12.212
and 48 C.F.R. §227.7202, as applicable. Pursuant to 48 C.F.R. §12.211, 48
C.F.R. §12.212, 48 C.F.R.§252.227-7015, 48 C.F.R. §227.7202 through 227.7202-4,
48 C.F.R. §52.227-19 and other relevant sections of the Code of Federal
Regulations, as applicable, LiveCopper’s publications, commercial computer
software and commercial computer software documentation are distributed and
licensed to United States Government end users with only those rights as
granted to all other end users, according to the terms and conditions contained
in the license agreements that accompany the products and software
documentation and the terms and conditions herein.

 

Disclaimers

Information on the LiveCopper Websites is not promised or
guaranteed to be correct, current or complete, and the LiveCopper Websites may
contain technical inaccuracies or typographical errors. LiveCopper assumes no
responsibility (and expressly disclaims responsibility) for updating the LiveCopper
Websites to keep information current or to ensure the accuracy or completeness
of any posted information. Accordingly, you should confirm the accuracy and
completeness of all posted information before making any decision related to
any services, products or other matters described in the LiveCopper Websites. LiveCopper
provides no assurances that any reported problems will be resolved by LiveCopper,
even if LiveCopper elects to provide information with the goal of addressing a
problem.

 

ALL INFORMATION, SOFTWARE, PRODUCTS AND SERVICES PROVIDED ON THE LIVECOPPER
WEBSITES ARE PROVIDED “AS IS” AND “WITH ALL FAULTS” WITH NO WARRANTIES OR
GUARANTEES OF ANY KIND. LIVECOPPER EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT
PERMITTED BY LAW ALL EXPRESS, IMPLIED, STATUTORY OR OTHER WARRANTIES,
GUARANTEES AND REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE AND
NONINFRINGEMENT OF PROPRIETARY AND INTELLECTUAL PROPERTY RIGHTS, AND WARRANTIES
ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, LIVECOPPER MAKES NO WARRANTY THAT THE LIVECOPPER
WEBSITES WILL MEET YOUR REQUIREMENTS OR THAT THE LIVECOPPER WEBSITES WILL BE
UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE.

 

Limitation of Liability

IN NO EVENT WILL LIVECOPPER BE LIABLE FOR (A) ANY INDIRECT,
SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES OR (B) ANY
DAMAGES WHATSOEVER IN EXCESS OF US$100.00, INCLUDING, WITHOUT LIMITATION, THOSE
RESULTING FROM LOST PROFITS, REVENUES OR SAVINGS, LOSS OR DAMAGE TO DATA OR
BUSINESS INTERRUPTION ARISING OUT OF THE USE OF OR INABILITY TO USE THE LIVECOPPER
WEBSITES OR ANY MATERIALS, INFORMATION, PRODUCTS OR SERVICES ACCESSED ON OR
THROUGH THESE WEBSITES, WHETHER SUCH DAMAGES ARE BASED ON WARRANTY, CONTRACT,
TORT, STATUTE OR ANY OTHER LEGAL THEORY AND EVEN IF LIVECOPPER HAS BEEN ADVISED
(OR SHOULD HAVE KNOWN) OF THE POSSIBILITY OF SUCH DAMAGES.

 

Exclusions and Limitations

 

Some jurisdictions do not allow the exclusion of certain warranties
or the limitation or exclusion of liability for certain damages. Accordingly,
some of the above disclaimers and limitations of liability may not apply to
you. To the extent that LiveCopper may not, as a matter of applicable law,
disclaim any implied warranty or limit its liabilities, the scope and duration
of such warranty and the extent of LiveCopper’s liability shall be the minimum
permitted under such applicable law.