End user agreement for LiveChat
LiveChat End User License Agreement
By clicking the "I Agree" button or installing the software, you agree to be bound by and become a party to this agreement.
If you do NOT agree to all of the terms of this agreement, you must click the cancel button that indicates that you do not accept the terms of this agreement and you must not install the software, after witch you may return the software to the place of purchase for a refund.
Carefully read the following legal agreement "Agreement" for the license of software you are about to download or install the "Software".
"LIVECHAT" means LIVECHAT Software S.A. "You" means the individual person installing or using the software on his or her own behalf; or, if the software is being downloaded or installed on behalf of an organization, such as an employer, "You" means the organization for with the software is downloaded or installed and you represent hat you have authorized the person accepting this agreement to do so on your behalf.
1. License Grant.
Subject to the terms and conditions of this Agreement, LIVECHAT hereby grants to you a non-exclusive, non-transferable right to reproduce (solely to install and execute), perform, and use the number of copies of the Software and the accompanying documentation (the "Documentation") for which you have paid the applicable license fees. License fees for the Software are set forth in the price list provided to you by LIVECHAT or one of its authorized distributors or on the order submitted by you and accepted by LIVECHAT or one of its authorized distributors; however, license fees do not apply to evaluation licenses, as set forth in Sections 1(c), respectively. If a license authorization from LIVECHAT is required for any component of the Software (including the functionality therein), you may only perform and use those components for which you have received a license authorization from LIVECHAT. You may install one copy of the Software on one computer, workstation, personal digital assistant, pager, "smart phone," or other electronic device for which (according to the Documentation) the Software was designed (each, a "Client Device"). If the Software is licensed as a suite or bundle with more than one specific component of Software, this license applies to all such components, subject to any restrictions or usage terms specified on the applicable price list that apply to any of such components individually.
a. Single Client Device.
For single-copy licenses, the Software may not be installed or in use on more than one Client Device or by more than one user at a time, except as set forth in this Section 1. The Software is "in use" on a Client Device when it is loaded into the temporary memory (i.e., random-access memory or RAM) or installed into the permanent memory (e.g., hard disk, CD-ROM, or other storage device) of that Client Device. This license authorizes you to copy the Software and the Documentation solely for backup or archival purposes, provided that any such copy remains in your possession and retains all proprietary notices, unaltered and unobstructed.
b. Volume License Use.
If the Software is licensed with volume license terms specified in the applicable product invoicing for the Software, you may reproduce (solely to install and execute), perform, and use the number of copies of the Software on the number of Client Devices as the volume license terms in the product invoicing specify. You must have a reasonable mechanism in place to ensure that the number of Client Devices on which the Software has been installed does not exceed the number of licenses you have obtained. This license authorizes you to make or download one copy of the Documentation for each additional copy authorized by the volume license, provided that each such copy contains all of the Documentation's proprietary notices unaltered and unobstructed.
c. Evaluation License Use.
If you have ordered an evaluation license for the Software, you may use the Software only for evaluation purposes and only during the applicable evaluation period. Any use of the Software for other purposes or beyond the applicable evaluation period is strictly prohibited.
The term of this Agreement ("Term") shall begin when you download or install the Software or pay the applicable license fees (whichever is earlier) and shall continue for the term specified in your order. Notwithstanding the foregoing, LIVECHAT may terminate this Agreement immediately if you fail to comply with any of the limitations or other requirements in this Agreement. Upon any termination or expiration of this Agreement, you must immediately cease use of the Software and the Documentation and destroy all copies of the Software and Documentation.
3. Support, Maintenance, and Upgrades
a. Support and Maintenance.
Except with respect to evaluation licenses (as set forth in Sections 1(c), respectively): subject to the terms and conditions of this Agreement, you may access the support area of www.livechatinc.com (the "LIVECHAT Support Site") to review the LIVECHAT knowledge base, FAQs, and other information about the Software and to download Software Updates if and when LIVECHAT, in its sole discretion, makes such Software Updates generally available for download. Except as provided in Sections 3(c) and 3(d) below, you are not entitled to receive any Software Upgrades. "Software Update" means any minor software release, patch, or fix to the version of the Software initially provided to you under this Agreement, but shall not include any major software release featuring significantly new functionality that LIVECHAT in its discretion offers as an upgrade or a separate product; for example, an update with a version number (as designated by LIVECHAT) that is incremented by tenths or hundredths would generally be designated by LIVECHAT as a Software Update. "Software Upgrade" means any major revision (i.e., providing significantly new functionality) to the Software initially provided to you under this Agreement that LIVECHAT, in its sole discretion, offers as an upgrade or a separate product; for example, a revision with a version number (as designated by LIVECHAT) that is incremented by whole numbers would generally be designated by LIVECHAT as a Software Upgrade. Notwithstanding any other provision in this Agreement, LIVECHAT will have no obligation to develop Software Updates or Software Upgrades or to make them generally available for download.
b. Evaluation Support.
LIVECHAT may, in its discretion, provide access (in a public area of www.livechatinc.com) to a sub-set of the LIVECHAT knowledge base, certain FAQs, or other information about the Software. This section 3(b) sets forth LIVECHAT sole obligation for providing support or maintenance for evaluation licenses or freeware licenses (as set forth in Sections 1(c), respectively).
c. Upgrade Insurance.
If you purchased Upgrade Insurance at the time you initially purchased a license to the Software you may, during the time period covered by the Upgrade Insurance, download Software Upgrades that LIVECHAT generally makes available for download. Upgrade Insurance must be purchased, if at all: (i) at the time you initially purchased a license to the Software, and (ii) for the total number of Client Devices authorized in your initial purchase of the license to the Software. "Upgrade Insurance" means the right to receive Software Upgrades during the time specified in your order.
d. Subscription License.
If you purchased a subscription license, subject to the terms and conditions of this Agreement and during the term of your subscription license (as specified in your order), you may download Software Updates and Software Upgrades that LIVECHAT, in its discretion, makes available to you for download.
e. Additional Services.
You may purchase additional support, maintenance, and other services (including higher-level support and priority support) at additional cost and subject to availability and LIVECHAT then-current terms for such services (which you agree will govern the provision of such services).
4. Ownership Rights.
The Software and Documentation are protected by Republic of POLAND copyright laws and international treaty provisions. LIVECHAT and its suppliers own and retain all right, title, and interest in and to the Software and the Documentation, including all copyrights, patents, trade secret rights, trademarks, and other intellectual property rights therein. Your possession, installation, or use of the Software or the Documentation does not transfer to you any title to the intellectual property in the Software, and you will not acquire any rights to the Software or the Documentation except as expressly set forth in this Agreement. All copies of the Software and Documentation made hereunder must contain the same proprietary notices that appear on and in the Software and Documentation.
You may not sell, lease, license, rent, loan, or otherwise transfer the Software or the Documentation, with or without consideration. You agree not to permit any third party to use the Software or the Documentation in any form, and to use all reasonable efforts to ensure that no unauthorized use of the Software or the Documentation is made. You may not permit third parties to benefit from the use or functionality of the Software via a timesharing, service bureau, or other arrangement, except to the extent such use is specified in the applicable price list, order, or product packaging for the Software. You may not transfer any of the rights granted to you under this Agreement. You may not reverse engineer, decompile, or disassemble the Software. Notwithstanding the foregoing sentence, decompiling the Software is permitted to the extent the laws of your jurisdiction give you the right to do so to obtain information necessary to render the Software interoperable with other software; provided, however, that you must first request such information from LIVECHAT and LIVECHAT may, in its discretion, either provide such information to you (subject to confidentiality terms) or impose reasonable conditions, including a reasonable fee, on such use of the Software to ensure that LIVECHAT and its suppliers' proprietary rights in the Software are protected. You may not modify, or create derivative works based upon, the Software or the Documentation in whole or in part. You may not copy the Software or Documentation except as expressly permitted in Section 1 above. You may not remove any proprietary notices or labels on the Software or the Documentation. All rights not expressly set forth hereunder are reserved by LIVECHAT.
6. Warranty and Disclaimer.
a. Limited Warranty.
LIVECHAT warrants that for the first sixty (60) days of the Term, the media (e.g., CD-ROM) on which the Software was delivered (if any) will be free from defects in materials and workmanship.
b. Customer Remedies.
LIVECHAT and its suppliers' entire liability and your exclusive remedy for any breach of the foregoing warranty shall be, at LIVECHAT option, either (i) replacement of the defective media on which the Software was delivered, or, (ii) return of the amount you paid for the license, if any. You must return the defective media to LIVECHAT at your expense with a copy of your receipt. This limited warranty is void if the defect has resulted from accident, abuse, or misuse of the media. Any replacement media will be warranted solely for the remainder of the original warranty period. Outside the Poland, the remedy in clause (i) above is not available to the extent prohibited by Republic of Poland export control laws and regulations. The warranty above gives you specific legal rights, and you may also have other rights which vary from state to state and jurisdiction to jurisdiction.
EXCEPT FOR THE EXPRESS WARRANTY IN SECTION 6(A), THE SOFTWARE AND DOCUMENTATION ARE PROVIDED "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LIVECHAT DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, QUIET ENJOYMENT, AND ACCURACY WITH RESPECT TO THE SOFTWARE AND THE DOCUMENTATION. YOU ASSUME RESPONSIBILITY FOR SELECTING THE SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE INSTALLATION OF, USE OF, AND RESULTS OBTAINED FROM THE SOFTWARE. WITHOUT LIMITING THE FOREGOING, LIVECHAT MAKES NO WARRANTY THAT THE SOFTWARE OR THE DOCUMENTATION IS FAULT-TOLERANT, ERROR-FREE, FREE FROM INTERRUPTIONS OR OTHER FAILURES, OR THAT THE SOFTWARE OR THE DOCUMENTATION WILL MEET YOUR REQUIREMENTS. THE SOFTWARE IS NOT DESIGNED OR INTENDED TO BE USED IN ACTIVITIES THAT REQUIRE FAULT-TOLERANT PERFORMANCE. SOME STATES AND JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. The foregoing provisions shall be enforceable to the maximum extent permitted by applicable law.
7. Limitation of Liability.
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, SHALL LIVECHAT OR ITS SUPPLIERS BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, INCLUDING DAMAGES FOR LOSS OF GOODWILL, LOSS OF PROFITS, BUSINESS INTERRUPTION, WORK STOPPAGE, OR COMPUTER FAILURE OR MALFUNCTION. IN NO EVENT WILL LIVECHAT BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE AMOUNT ACTUALLY PAID FOR A LICENSE TO THE SOFTWARE, EVEN IF LIVECHAT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT THAT APPLICABLE LAW PROHIBITS SUCH LIMITATION. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU. The foregoing provisions shall be enforceable to the maximum extent permitted by applicable law.
This Agreement is governed by the laws of the Republic of Poland, excluding any conflicts of law principles that would provide for the application of the law of another jurisdiction. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. LIVECHAT reserves the right to periodically audit you to ensure that you are not using any Software in breach of this Agreement: during your standard business hours and upon prior written notice, LIVECHAT or its representatives may visit you and you will make available to LIVECHAT or its representatives any records pertaining to the Software; the cost of any requested audit will be solely borne by LIVECHAT, unless such audit reveals that you are using the Software beyond the scope of the express licenses in this Agreement, in which case you shall pay the cost of the audit. If you use the Software for noncommercial/nongovernmental purposes (which purposes include, exclusively, not-for-profit use by students at educational institutions, use by charitable institutions or organizations, or use by home users for not-for-profit activities) the foregoing sentence regarding LIVECHAT audit rights does not apply. This Agreement represents the entire agreement with respect to the Software and the Documentation between you and LIVECHAT, and supersedes any prior agreement or proposal, representation, or understanding between the parties, provided that, in the event of any conflict between this Agreement and a hardcopy software license agreement signed by both you and LIVECHAT. with respect to the Software, the terms of that software license agreement shall prevail. This Agreement may not be modified except by a written amendment (not including conflicting preprinted terms of a purchase order, confirmation, or the like, which will have no effect) expressly referencing this provision and signed by a duly authorized officer of LIVECHAT. No right or remedy of LIVECHAT under this Agreement shall be deemed waived by LIVECHAT unless such waiver is in writing and signed by a duly authorized officer of LIVECHAT. If any provision of this Agreement is held invalid as written, the remainder of this Agreement shall continue in full force and effect and the invalid provision will be deemed modified so as to be enforceable to the maximum extent permitted by applicable law. Unless expressly stated otherwise, in this Agreement "including" means "including but not limited to" and "discretion" means "sole and absolute discretion." This Agreement is personal to you and may not be assigned or transferred for any reason whatsoever without LIVECHAT express written consent, and any action or conduct in violation of the foregoing shall be void and without effect. LIVECHAT expressly reserves the right to assign this Agreement and to delegate any of its obligations hereunder.
9. LIVECHAT Customer Contact.
If you have any questions concerning these terms and conditions, or if you would like to contact LIVECHAT for any other reason, please go to http://www.livechatinc.com.