THESE SERVICE TERMS FOR TRUELORE (THESE “TERMS”) ARE A LEGAL AGREEMENT BETWEEN YOU (“CUSTOMER”) AND LIVE CGI, INC. D/B/A TAFFYLABS (“LIVE CGI”). BY CLICKING THE “I ACCEPT” BUTTON, CREATING AN ACCOUNT, EXECUTING AN ORDER FORM THAT INCORPORATES THESE TERMS BY REFERENCE, OR USING THE TRUELORE SERVICE, CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS REVIEWED AND ACCEPTS THESE TERMS. IF YOU ARE AGREEING TO THESE TERMS AS AN INDIVIDUAL, “CUSTOMER” REFERS TO YOU INDIVIDUALLY. IF YOU ARE AGREEING TO THESE TERMS AS A REPRESENTATIVE OF AN ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AND “CUSTOMER” REFERS TO THAT ENTITY AND ALL THE USERS ASSOCIATED WITH THAT ACCOUNT OR SPECIFIED IN THE ORDER FORM. IF CUSTOMER DOES NOT AGREE WITH ALL OF THESE TERMS, DO NOT ACCESS OR OTHERWISE USE THE TRUELORE SERVICE. IF THERE IS ANY INCONSISTENCY BETWEEN AN ORDER FORM AND THESE TERMS, THE ORDER FORM CONTROLS. CUSTOMER ACKNOWLEDGES THE DISCLAIMER OF WARRANTIES SET FORTH IN SECTION 8.3 AND THE LIMITATION OF LIABILITY SET FORTH IN SECTION 13 WHICH AFFECT CUSTOMER’S RIGHTS. THESE TERMS INCLUDE AN ARBITRATION PROVISION IN SECTION 15.4, INCLUDING A CLASS ACTION WAIVER, THAT AFFECTS CUSTOMER’S RIGHTS.
1.DEFINITIONS
1.1“Authorized Purposes” means Customer’s use of TrueLORE to digitally sign, authenticate, and create provenance records for Customer’s own digital content — including video, audio, images, documents, and other digital files — or digital content that Customer is authorized to authenticate, including for purposes of internal business use, commercial distribution, broadcast, publication, rights management, licensing, and downstream verification by third parties, in each case in connection with Customer’s legitimate business operations.
1.2“Blockchain” means a public distributed ledger to which cryptographic signatures and provenance data are recorded by TrueLORE.
1.3“Blockchain Services” means the features of TrueLORE that involve recording cryptographic signatures, provenance data, or other data to a Blockchain.
1.4“Confidential Information” means any and all non-public technical and non-technical information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) in any form or medium, whether oral, written, graphical or electronic, pursuant to these Terms, that is marked confidential and proprietary, or that the Disclosing Party identifies as confidential and proprietary, or that by the nature of the circumstances surrounding the disclosure or receipt ought to be treated as confidential and proprietary information. Confidential Information of Live CGI shall include the source code of TrueLORE, the Documentation, and any pricing terms and/or modifications to these Terms negotiated between Live CGI and Customer. Confidential Information also includes all summaries and abstracts of Confidential Information. For the avoidance of doubt, cryptographic signatures, provenance data, and other information recorded to the Blockchain pursuant to the Blockchain Services are public by nature and do not constitute Confidential Information of either party.
1.5“Controller” means the entity that, alone or jointly with others, determines the purposes and means of the Processing of Personal Data; the term also includes a “business,” “third party,” and other equivalent terms as defined by applicable Data Protection Law.
1.6“Customer Content” means all video, audio, metadata, and other content submitted, streamed, stored, posted, displayed, uploaded, or otherwise transmitted by or on behalf of Customer or any User to TrueLORE, including any Personal Data contained in the foregoing.
1.7“Customer System” means Customer’s devices, streaming equipment, computers, software, internet connections, and other equipment used by Customer in connection with TrueLORE.
1.8“Data Protection Laws” means all applicable laws, rules, regulations, and guidance governing privacy, data Processing, data protection, data security, marketing, online advertising, payment processing, the delivery of electronic communications, encryption, or confidentiality of data.
1.9“Data Subject” means the individual about whom Personal Data relates; the term also includes a “consumer” and other equivalent terms as defined by applicable Data Protection Law.
1.10“De-Identified Data” means any data that is not (or is no longer) linked or linkable to Customer or any individual, household, or device and cannot reasonably be used to infer information about a particular individual, household, or device; this includes “deidentified information” and similar terms under applicable privacy laws.
1.11“Documentation” means the printed, paper, electronic or online user instructions and help files made available by Live CGI for use with TrueLORE, as may be updated from time to time by Live CGI.
1.12“Effective Date” means the date on which Customer first creates an account for TrueLORE or the initial start date of the earliest Subscription Term, whichever is earlier.
1.13“Intellectual Property Rights” means all intellectual property rights or similar proprietary rights, including (a) patent rights and utility models, (b) copyrights and database rights, (c) trademarks, trade names, domain names and trade dress and the goodwill associated therewith, (d) trade secrets, (e) mask works, and (f) industrial design rights; in each case, including any registrations of, applications to register, and renewals and extensions of, any of the foregoing in any jurisdiction in the world.
1.14“Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.
1.15“Order Form” means the ordering documents for TrueLORE executed between Live CGI and Customer from time to time that incorporate these Terms by reference, including modifications, supplements and addenda thereto. If there is any inconsistency between an Order Form and these Terms, the Order Form controls.
1.16“Payment Processor” means the third-party payment processing service or services designated by Live CGI from time to time, including credit card processors and smart wallet providers, used by Live CGI to process payment transactions for TrueLORE.
1.17“Personal Data” means any information (regardless of format) that identifies, describes, relates to, or is linked or reasonably linkable to an identified or identifiable Data Subject, household, or device; the term also includes “personal information,” “personal data,” “sensitive personal information,” and other equivalent information governed by applicable Data Protection Law.
1.18“Process,” “Processing” or “Processed” includes any operation which is performed on Personal Data, including and not limited to, collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
1.19“Processor” means an entity that Processes Personal Data on behalf of the Controller; the term also includes a “service provider,” “contractor,” or other equivalent term as defined by applicable Data Protection Law.
1.20“Subscription Term” means the subscription period for Customer’s use of TrueLORE, whether under a free account with Usage Fees or a paid subscription plan with Usage Fees.
1.21“Taxes” means all taxes, levies, imposts, duties, fines or similar governmental assessments imposed by any jurisdiction, country or any subdivision or authority thereof including, but not limited to federal, state or local sales, use, property, excise, service, transaction, privilege, occupation, gross receipts or similar taxes, in any way connected with these Terms or any instrument, Order Form or agreement required hereunder, and all interest, penalties or similar liabilities with respect thereto, except such taxes imposed on or measured by a party’s net income. Notwithstanding the foregoing, Taxes shall not include payroll taxes attributable to the compensation paid to workers or employees and each party shall be responsible for its own federal and state payroll tax collection, remittance, reporting and filing obligations.
1.22“Third Party Offerings” means certain software or services delivered or performed by third parties that are required for or interoperate with TrueLORE, including internet streaming platforms (such as YouTube), blockchain networks, cloud storage providers, the Payment Processor, and any associated offline products provided by third parties.
1.23“TrueLORE” means the digital content authentication and provenance platform services provided by Live CGI to Customer pursuant to these Terms, including the web application, mobile application (as made available by Live CGI from time to time), and related APIs, and for all purposes of these Terms, such services exclude any open source software that may be used to provide TrueLORE and all Third Party Offerings. To the extent TrueLORE incorporates open source software components, such components are governed by their respective open source licenses and are expressly excluded from the license grant in Section 2.2 and the intellectual property indemnification in Section 9.1. A list of material open source components used in TrueLORE is available in the Documentation.
1.24“Usage Fees” means the variable fees charged by Live CGI based on Customer’s actual use of TrueLORE, which may vary based on the quantity of content streamed, the hours of streaming, the bit rate of the content, the number of cryptographic signatures or blockchain anchors created through TrueLORE’s API, and the amount of Customer Content stored by TrueLORE, as further described in the applicable pricing documentation or account dashboard.
1.25“Users” means Customer’s employees, consultants, contractors, agents and third parties (a) who are authorized by Customer to access and use TrueLORE, and (b) who have been supplied user identifications and passwords for such purpose by Customer (or by Live CGI at Customer’s request).
2.Account Registration and Orders
2.1Account Registration and Plans. Subject to the terms and conditions contained in these Terms, Customer may register for an account to access and use TrueLORE either by (i) clicking “I Accept” or creating an account through the TrueLORE website or mobile application, including through API credentials issued upon account registration, or (ii) executing an Order Form. Subject to the terms and conditions contained in these Terms, Customer may register for an account to access and use TrueLORE. TrueLORE is available under either (a) a free subscription plan, subject to Usage Fees based on actual use, or (b) a paid subscription plan, subject to the applicable subscription fee plus Usage Fees based on actual use. The specific features, limitations, and pricing for each plan are described in the applicable Order Form or in the pricing documentation available on the TrueLORE website, mobile application, or within the account dashboard. Customer agrees that its purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Live CGI regarding any future functionality or features. Live CGI may add, remove, or change features of TrueLORE in its sole discretion.
2.2Access and Use License. Subject to Customer’s compliance with the terms and conditions contained in these Terms, Live CGI hereby grants to Customer, during the Subscription Term, a limited, non-exclusive, non-transferable right for Customer and its Users to access and use TrueLORE in accordance with the Documentation, solely for the Authorized Purposes. Customer’s use of TrueLORE is limited to digitally signing, authenticating, and storing Customer’s own video and streaming content for Customer’s personal or own business purposes. Customer’s use of TrueLORE may be subject to certain limitations on storage capacity, streaming duration, bit rate, and other parameters as specified in the applicable plan documentation.
2.3Restrictions. Customer shall not, directly or indirectly, and Customer shall not permit any User or third party to: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the object code, source code or underlying ideas or algorithms of TrueLORE; (b) modify, translate, or create derivative works based on any element of TrueLORE or any related Documentation; (c) rent, lease, distribute, sell, resell, assign, or otherwise transfer its rights to use TrueLORE; (d) use TrueLORE for timesharing purposes or otherwise for the benefit of any person or entity other than for the benefit of Customer and Users; (e) remove any proprietary notices from the Documentation; (f) publish or disclose to third parties any evaluation of TrueLORE without Live CGI’s prior written consent; (g) use TrueLORE for any purpose other than its intended purpose; (h) interfere with or disrupt the integrity or performance of TrueLORE; (i) introduce any open source software, “freeware” or similar or equivalent software into TrueLORE; (j) attempt to gain unauthorized access to TrueLORE or their related systems or networks; (k) use TrueLORE to digitally sign, authenticate, or create provenance records for content that Customer did not create or does not own or have the right to authenticate under applicable law or a valid license, contract, or other authorization; (m) deliberately abuse any features of the Blockchain, cause junk or spam to be written to the Blockchain, or cause excessive network costs; (n) use TrueLORE to impersonate another user’s cryptographic keys or provenance records; or (o) use TrueLORE, the Documentation, or any non-public technical information derived from Customer’s access to TrueLORE to develop, train, or improve, directly or indirectly, any product or service that competes with TrueLORE or that replicates or substantially reproduces TrueLORE’s core functionality, including without limitation digital content provenance, cryptographic signing, or blockchain-based content authentication.
2.4Reservation of Rights. Except as expressly granted in these Terms, there are no other licenses granted to Customer, express, implied or by way of estoppel. All rights not granted in these Terms are reserved by Live CGI. There are no implied rights.
3.THIRD PARTY OFFERINGS
3.1Use of Third Party Offerings. Live CGI or third parties may from time to time make Third Party Offerings available to Customer. Any acquisition by Customer of any such Third Party Offerings, and any exchange of data between Customer and any provider of a Third Party Offering, is solely between Customer and the applicable provider of the Third Party Offering. Live CGI does not warrant or support any Third Party Offering, whether or not they are designated by Live CGI as “certified” or otherwise, except as specified in an Order Form. If Customer installs or enables any Third Party Offering for use with TrueLORE, Customer acknowledges that Live CGI may allow providers of that Third Party Offering to access Customer Content as required for the interoperation and support of such Third Party Offering with TrueLORE. Live CGI shall not be responsible for any disclosure, modification or deletion of Customer Content resulting from any such access by the providers of Third Party Offerings.
3.2Integration with Third Party Offerings. TrueLORE may contain features designed to interoperate with Third Party Offerings. To use such features, Customer may be required to obtain access to such Third Party Offering from their providers. If the provider of any Third Party Offering ceases to make the Third Party Offering available for interoperation with the corresponding TrueLORE features on reasonable terms, Live CGI may cease providing such features without entitling Customer to any refund, credit, or other compensation.
3.3Third Party Hosting and Services. Customer acknowledges that Live CGI relies on the services of one or more third parties, including, but not limited to, cloud service providers, blockchain networks, internet streaming platforms, and payment processors, to deliver the features and functionalities of TrueLORE. Customer authorizes Live CGI to share Customer Content with such service providers, and to have such service providers Process Customer Content, to the extent necessary for such service providers to support the delivery of the features and functionalities of TrueLORE. Live CGI will pass-through any warranties to the extent that Live CGI receives any from its then current third-party service provider that it can provide to Customer. Customer agrees to comply with any acceptable use policies and other terms of any third-party service provider that are provided or otherwise made available to Customer from time to time.
4.PASSWORDS; SECURITY
4.1Passwords. Live CGI may issue to Customer, or require Customer to create, user logins and passwords for each of their Users authorized to access and use TrueLORE. Customer shall be, and shall ensure that each of their respective Users are, responsible for maintaining the confidentiality of all user logins and passwords and for ensuring that each user login and password is used only by the User to which it was issued. Customer is solely responsible for any and all access and use of TrueLORE that occurs using logins and passwords Live CGI issues to any of Customer. Customer shall restrict its Users from sharing passwords. Customer agrees to immediately notify Live CGI of any unauthorized use of any account or login and password issued to Users, or any other breach of security known to Customer. Live CGI shall have no liability for any loss or damage arising from Customer’s failure to comply with the terms set forth in this Section.
4.2No Circumvention of Security. Neither Customer nor any User may circumvent or otherwise interfere with any user authentication or security of TrueLORE. Customer will immediately notify Live CGI of any breach, or attempted breach, of security known to Customer.
4.3Security. Live CGI will use commercially reasonable efforts to maintain appropriate administrative, physical and technical safeguards for protection of the security, confidentiality and integrity of Customer Content in a manner consistent with what Live CGI supplies generally to its other customers. Notwithstanding the foregoing, Customer acknowledges that, notwithstanding any security precautions deployed by Live CGI, the use of, or connection to, the internet provides the opportunity for unauthorized third parties to circumvent such precautions and illegally gain access to TrueLORE and Customer Content. Live CGI cannot and does not guarantee the privacy, security, integrity or authenticity of any information transmitted over or stored in any system connected to or accessible via the internet or otherwise or that any such security precautions will be adequate or sufficient. Live CGI shall not (a) disclose Customer Content except as compelled by law or as expressly permitted in writing by Customer, or (b) access Customer Content except to the extent permitted under Section 3.3 and to prevent or address service or technical problems, or at Customer’s request in connection with customer support matters.
4.4In the event Live CGI becomes aware of a confirmed security breach that results in unauthorized access to, or unauthorized disclosure of, Customer Content or Customer cryptographic keys, Live CGI shall notify Customer in writing within seventy-two (72) hours of confirming such breach. Such notification shall include, to the extent then known, a description of the nature of the breach, the categories of Customer Content or keys affected, and the remediation steps Live CGI has taken or intends to take. Live CGI’s notification obligations under this Section shall not be construed as an acknowledgment of fault or liability.
5.CUSTOMER OBLIGATIONS
5.1Customer System. Customer is responsible for (a) obtaining, deploying and maintaining the Customer System, and all computer hardware, software, modems, routers and other communications equipment necessary for Customer and their respective Users to access and use TrueLORE via the internet; (b) contracting with third-party ISP, telecommunications and other service providers to access and use TrueLORE; (c) contracting with third party service providers (including Internet streaming providers (such as YouTube), cloud service providers and providers of third party product and service offerings to be integrated via APIs); and (d) paying all third-party fees and access charges incurred in connection with the foregoing. Except as specifically set forth in these Terms or an Order Form, Live CGI shall not be responsible for supplying any hardware, software, equipment, products, services, content, or other items or materials to Customer under these Terms.
5.2Acceptable Use Policy. Customer shall be solely responsible for its actions and the actions of its Users while using TrueLORE. Customer acknowledges and agrees: (a) to abide by all local, state, national, and international laws and regulations applicable to Customer’s use of TrueLORE, including without limitation the provision and storage of Customer Content; (b) not to send or store content on or to TrueLORE which violates the rights of any individual or entity established in any jurisdiction; (c) not to upload in any way any information or content that contain Malicious Code or data that may damage the operation of TrueLORE or another’s computer or mobile device; (d) not to use TrueLORE for illegal, fraudulent, unethical or inappropriate purposes; (e) not to interfere or disrupt networks connected to TrueLORE or interfere with another’s ability to access or use TrueLORE; (f) not to distribute, promote or transmit through TrueLORE any unlawful, harmful, obscene, pornographic or otherwise objectionable material of any kind or nature; (g) not to transmit or post any material that encourages conduct that could constitute a criminal offense or give rise to civil liability; (h) not to interfere with another customer’s use and enjoyment of TrueLORE or another person or entity’s use and enjoyment of similar services; (i) not to use TrueLORE in any manner that impairs TrueLORE, including without limitation the servers and networks on which TrueLORE is provided; (j) to comply with all regulations, policies and procedures of networks connected to TrueLORE and Live CGI’s service providers; and (k) to use TrueLORE only in accordance with the Documentation. Customer acknowledges and agrees that Live CGI neither endorses the contents of any Customer Content nor assumes any responsibility for any offensive material contained therein, any infringement of third party Intellectual Property Rights arising therefrom or any crime facilitated thereby. Live CGI may remove any violating content posted or stored using TrueLORE, without notice to Customer. Notwithstanding the foregoing, Live CGI does not guarantee, and does not and is not obligated to verify, authenticate, monitor or edit the Customer Content, or any other information or data input into or stored in TrueLORE for completeness, integrity, quality, accuracy or otherwise. Customer shall be responsible and liable for the completeness, integrity, quality and accuracy of Customer Content; and (l) to ensure that all Customer Content submitted to TrueLORE for signing or authentication accurately represents the content Customer intends to authenticate; Customer acknowledges that TrueLORE’s signing and anchoring of Customer Content establishes only that such content existed in a particular form at a particular time and has not been altered since recordation, and does not validate the accuracy, truthfulness, or authenticity of the underlying events or information depicted or contained in such content. Customer bears sole responsibility for the integrity and legitimacy of the content it presents for signing.
5.3Accuracy of Customer’s Contact Information; Email Notices. Customer agrees to provide accurate, current and complete information as necessary for Live CGI to communicate with Customer from time to time regarding TrueLORE, issue invoices or accept payment, or contact Customer for other account-related purposes. Customer agrees to keep any online account information current and inform Live CGI of any changes in Customer’s legal business name, address, email address and phone number. Customer agrees to accept emails from Live CGI at the email addresses specified by its Users for login purposes. In addition, Customer agrees that Live CGI may rely and act on all information and instructions provided to Live CGI by Users from the above-specified email address.
5.4Temporary Suspension. Live CGI may temporarily suspend Customer’s or their respective Users’ access to TrueLORE in the event that either Customer or any of their Users is engaged in, or Live CGI in good faith suspects Customer or any of their Users is engaged in, any unauthorized conduct (including but not limited to any violation of these Terms). Live CGI will attempt to contact Customer prior to or contemporaneously with such suspension; provided, however, that Live CGI’s exercise of the suspension rights herein shall not be conditioned upon Customer’s receipt of any notification. A suspension may take effect for Customer’s entire account and Customer understands that such suspension would therefore include User sub-accounts. Customer agrees that Live CGI shall not be liable to Customer, any of its Users, or any other third party if Live CGI exercises its suspension rights as permitted by this Section. Upon determining that Customer has ceased the unauthorized conduct leading to the temporary suspension to Live CGI’s reasonable satisfaction, Live CGI shall reinstate Customer’s and their respective Users’ access and use of TrueLORE. Notwithstanding anything in this Section to the contrary, Live CGI’s suspension of TrueLORE is in addition to any other remedies that Live CGI may have under these Terms or otherwise, including but not limited to termination of these Terms for cause. Additionally, if there are repeated incidences of suspension, regardless of the same or different cause and even if the cause or conduct is ultimately cured or corrected, Live CGI may, in its reasonable discretion, determine that such circumstances, taken together, constitute a material breach.
6.BLOCKCHAIN SERVICES; CONTENT STORAGE
6.1Blockchain Recording. TrueLORE digitally signs Customer Content by recording cryptographic signatures and provenance data for each data packet to a public Blockchain. By using the Blockchain Services, Customer acknowledges and agrees that: (a) the data recorded to the Blockchain is public, immutable, and once written cannot be deleted or modified; (b) Live CGI does not control, operate, or otherwise manage the Blockchain to which data is recorded; and (c) Customer explicitly releases Live CGI from all claims related to information recorded on the Blockchain, including any claims related to the unavailability of the Blockchain or the inability to modify or delete data from the Blockchain. Customer further acknowledges that data recorded to the Blockchain pursuant to the Blockchain Services will remain on the Blockchain regardless of the termination or expiration of these Terms or the cessation of Live CGI’s business operations. Live CGI makes no representation regarding the continued availability of TrueLORE’s verification tools following termination of these Terms. Certain Keys, including public verification keys associated with content recorded on the Blockchain, will be disclosed to the public to enable third-party verification of provenance records. Customer acknowledges that such public keys, and the provenance records associated with them, are public data consistent with this Section 6.1 and do not constitute Confidential Information of either party.
6.2Verification and Authenticity Limitations. Any data or information written to a Blockchain using the Blockchain Services serves solely as evidence that such data or information was recorded at a particular point in time with certain provenance information and has not been altered since recordation. The act of recording data or information on a Blockchain using the Blockchain Services does not represent, warrant, or attest to the accuracy, completeness, legality, validity, or truthfulness of the underlying data, information, or any statements reflected therein, or that the content was unedited prior to recording on the Blockchain. Use of the Blockchain Services does not ensure or guarantee admissibility or acceptance in any legal, regulatory, or insurance proceeding or any other evidentiary context. Customer may not use the Blockchain Services to represent that the underlying facts, events, or information depicted or described in content recorded on the Blockchain are accurate, complete, valid, or true. Nothing in this Section 6.2 shall be construed to limit Customer’s ability to represent that content recorded using the Blockchain Services has not been altered since the time of recording, which is the function the Blockchain Services are designed to provide.
6.3Cryptographic Keys. Certain features of TrueLORE involve the creation of cryptographic keys allowing Customer to access certain information and data (“Key”). The Key provided to Customer through TrueLORE is unique to Customer and any key management Live CGI provides is provided at Live CGI’s discretion and solely for Customer’s convenience. In the event Customer loses a Key or access to a Key, Live CGI cannot recover or replace the Key. Customer acknowledges and agrees that Customer has sole responsibility for its Keys, and Customer releases Live CGI from all claims related to loss of Keys or access to Keys. Some Keys created through TrueLORE will be disclosed to the public so that the public can verify the data contained on the Blockchain.
6.4Delegated Signing Authority. To the extent TrueLORE’s functionality permits Customer to delegate signing authority to sub-users, downstream operators, or other parties (“Delegated Users”), Customer assumes sole responsibility for the actions of such Delegated Users in connection with TrueLORE. Customer shall ensure that Delegated Users comply with these Terms and shall indemnify and hold Live CGI harmless for any breach of these Terms by a Delegated User’. Live CGI shall have no liability for content signed or authenticated by Delegated Users acting within or beyond the scope of Customer’s authorization.
6.5Live CGI Key Security. Live CGI shall use administrative, physical, and technical safeguards designed to protect the security and integrity of any signing key infrastructure operated by Live CGI in connection with TrueLORE. In the event Live CGI becomes aware of a compromise of its key management infrastructure that materially affects Customer’s signing keys, Live CGI shall notify Customer in accordance with Section 4.4 and shall use commercially reasonable efforts to issue replacement keys and mitigate the impact of such compromise. Except to the extent caused by Live CGI’s gross negligence or willful misconduct, Live CGI’s liability for key compromise is subject to the limitations set forth in Section 13.
6.6Key Revocation on Termination. Upon termination or expiration of these Terms, Customer’s access to TrueLORE’s signing functionality shall cease, and Live CGI may revoke Customer’s active signing keys. Cryptographic records previously created using Customer’s keys shall remain on the Blockchain and shall continue to be verifiable in accordance with Section 6.1. Customer shall not use any signing credentials obtained through TrueLORE following termination of these Terms.
6.7Content Storage. Customer is solely responsible for maintaining its own copies of all Customer Content. TrueLORE is not intended to serve as Customer’s primary content archive or backup storage system. TrueLORE stores Customer Content in the cloud for a period of thirty (30) days following the date of streaming or upload (the “Storage Period”). It is Customer’s sole responsibility to download Customer Content during the Storage Period. After expiration of the Storage Period, Live CGI shall have no obligation to maintain or provide any Customer Content and may, unless legally prohibited, delete all Customer Content from its systems. Live CGI shall not be liable for any loss or deletion of Customer Content after the Storage Period. Additional storage beyond the Storage Period may be available subject to additional Usage Fees as described in the applicable plan documentation.
7.FEES AND PAYMENT
7.1Fees. Customer agrees to pay all applicable fees, including subscription fees (if applicable) and Usage Fees, in accordance with the pricing applicable to Customer’s selected plan. Except as otherwise specified in these Terms, (a) fees are quoted and payable in United States dollars, (b) Usage Fees are based on actual usage of TrueLORE, including the quantity of content streamed, hours of streaming, bit rate, and amount of Customer Content stored, (c) payment obligations are non-cancelable and fees paid are non-refundable, and (d) subscription fees, if applicable, cannot be decreased during the relevant Subscription Term. All amounts payable under these Terms will be made without setoff or counterclaim, and without any deduction or withholding.
7.2Payment Processing. All fees for TrueLORE are processed through the Payment Processor. Customer agrees to provide valid and current payment information to the Payment Processor and authorizes Live CGI and the Payment Processor to charge Customer’s designated payment method for all fees incurred. Customer is responsible for providing complete and accurate billing and contact information and notifying Live CGI of any changes to such information. Customer’s use of the Payment Processor is subject to the Payment Processor’s terms of service and privacy policy, and Live CGI shall not be responsible for any acts or omissions of the Payment Processor.
7.3Overdue Charges. If Live CGI does not receive fees by the due date, then at Live CGI’s discretion, such charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid.
7.4Suspension of Service. If any amounts owed by Customer for TrueLORE are 14 or more days overdue, Live CGI may, without limiting Live CGI’s other rights and remedies, suspend Customer’s and its Users’ access to TrueLORE until such amounts are paid in full.
7.5Payment Disputes. Live CGI agrees that it will not exercise its rights under Section 7.3 (Overdue Charges) or Section 7.4 (Suspension of Service) if the applicable charges are under reasonable and good-faith dispute and Customer is cooperating diligently to resolve the dispute.
7.6Taxes. Fees and charges imposed under these Terms or under any Order Form or similar document ancillary to or referenced by these Terms shall not include Taxes except as otherwise provided herein. Customer shall be responsible for all of such Taxes. If, however, Live CGI has the legal obligation to pay Taxes and is required or permitted to collect such Taxes for which Customer is responsible under this section, Customer shall promptly pay the Taxes invoiced by Live CGI unless Customer has furnished Live CGI with valid tax exemption documentation regarding such Taxes at the execution of these Terms or at the execution of any subsequent instrument, Order Form or agreement ancillary to or referenced by these Terms. Customer shall comply with all applicable tax laws and regulations. Customer hereby agrees to indemnify Live CGI for any Taxes and related costs paid or payable by Live CGI attributable to Taxes that would have been Customer’s responsibility under this Section 7.6 if invoiced to Customer. Customer shall promptly pay or reimburse Live CGI for all costs and damages related to any liability incurred by Live CGI as a result of Customer’s non-compliance or delay with its responsibilities herein. Customer’s obligation under this Section 7.6 shall survive the termination or expiration of these Terms.
8.REPRESENTATIONS AND WARRANTIES; DISCLAIMER
8.1Mutual Representations and Warranties. Each party represents, warrants and covenants that: (a) it has the full power and authority to enter into these Terms and to perform its obligations hereunder, without the need for any consents, approvals or immunities not yet obtained; and (b) its acceptance of and performance under these Terms shall not breach any oral or written agreement with any third party or any obligation owed by it to any third party to keep any information or materials in confidence or in trust.
8.2Non-GA Services. From time-to-time, Live CGI may invite Customer to try, at no charge, Live CGI products or services that are not generally available to Live CGI customers (“Non-GA Services”). Customer may accept or decline any such trial in its sole discretion. Any Non-GA Services will be clearly designated as beta, pilot, limited release, developer preview, non-production or by a description of similar import. Non-GA Services are provided for evaluation purposes and not for production use, are not supported, may contain bugs or errors (but shall not knowingly contain any undisclosed Malicious Code), and may be subject to additional terms that shall be provided by Live CGI to Customer prior to or concurrent with Live CGI’s invitation to the applicable Non-GA Services. Non-GA Services are not considered “TrueLORE” hereunder. Live CGI has the right to discontinue Non-GA Services at any time in its sole discretion and may never make them generally available.
8.3Disclaimer. EXCEPT FOR THE WARRANTIES SET FORTH IN THIS SECTION 8, TRUELORE, ANY THIRD-PARTY OFFERINGS, AND ANY NON-GA SERVICES ARE PROVIDED ON AN AS-IS BASIS. CUSTOMER’S USE OF TRUELORE, THIRD-PARTY OFFERINGS, AND ANY NON-GA SERVICES IS AT ITS OWN RISK. LIVE CGI DOES NOT MAKE, AND HEREBY DISCLAIMS AND EXCLUDES, ANY AND ALL OTHER EXPRESS, STATUTORY AND IMPLIED REPRESENTATIONS AND WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, TITLE, QUALITY, SUITABILITY, OPERABILITY, CONDITION, SYSTEM INTEGRATION, NON-INTERFERENCE, WORKMANSHIP, TRUTH, ACCURACY (OF DATA OR ANY OTHER INFORMATION OR CONTENT), ABSENCE OF DEFECTS, WHETHER LATENT OR PATENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. THE EXPRESS WARRANTIES MADE BY LIVE CGI IN SECTION 8 ARE FOR THE BENEFIT OF THE CUSTOMER ONLY AND NOT FOR THE BENEFIT OF ANY THIRD PARTY. ANY SOFTWARE PROVIDED THROUGH TRUELORE IS LICENSED AND NOT SOLD.
NO AGENT OF LIVE CGI IS AUTHORIZED TO ALTER OR EXPAND THE WARRANTIES OF LIVE CGI AS SET FORTH HEREIN. LIVE CGI DOES NOT WARRANT THAT: (A) THE USE OF TRUELORE OR NON-GA SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; (B) TRUELORE WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS; (C) ANY STORED CONTENT OR DATA WILL BE ACCURATE OR RELIABLE; (D) THE QUALITY OF ANY INFORMATION OR OTHER MATERIAL OBTAINED BY CUSTOMER THROUGH TRUELORE OR NON-GA SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS; (E) TRUELORE AND NON-GA SERVICES WILL BE ERROR-FREE OR THAT ERRORS OR DEFECTS IN TRUELORE AND NON-GA SERVICES WILL BE CORRECTED; (F) THE SERVER(S) THAT MAKE TRUELORE AND NON-GA SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (G) BLOCKCHAIN RECORDS CREATED BY TRUELORE WILL BE RECOGNIZED OR USED TO PROVE AUTHENTICITY IN ANY CONTEXT, INCLUDING IN LEGAL PROCEEDINGS, INSURANCE CLAIMS, OR REPORTING; OR (H) ANY BLOCKCHAIN NETWORK WILL REMAIN AVAILABLE, OPERATIONAL, OR UNCHANGED. TRUELORE AND NON-GA SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. LIVE CGI IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGES RESULTING FROM SUCH PROBLEMS.
Without limiting the foregoing, Customer understands that TrueLORE’s digital signatures and blockchain recordings serve solely as evidence that content existed at a particular point in time and has not been altered since recordation. The act of recording data on a blockchain does not verify the accuracy, truthfulness, or legality of the underlying content. It is Customer’s sole responsibility to verify the accuracy and applicability of any records created by TrueLORE. Live CGI is not responsible for verifying Customer’s compliance with applicable laws and regulations. Customer is responsible for all decisions made and actions taken as a result of Customer’s use of TrueLORE.
9.INDEMNIFICATION
9.1Live CGI Indemnity.
(a) General. During the Subscription Term, Live CGI, at its expense, shall defend Customer and their respective officers, directors and employees (the “Customer Indemnified Parties”) from and against all actions, proceedings, claims and demands by a third party (a “Third-Party Claim”) alleging that TrueLORE infringes any U.S. copyright or misappropriates any trade secret and shall pay all damages, costs and expenses, including attorneys’ fees and costs (whether by settlement or award of by a final judicial judgment) paid to the Third Party bringing any such Third-Party Claim. Live CGI’s obligations under this Section are conditioned upon (i) Live CGI being promptly notified in writing of any claim under this Section, (ii) Live CGI having the sole and exclusive right to control the defense and settlement of the claim, and (iii) Customer providing all reasonable assistance (at Live CGI’s expense and reasonable request) in the defense of such claim. In no event shall Customer settle any claim without Live CGI’s prior written approval. Customer may, at its own expense, engage separate counsel to advise Customer regarding a Claim and to participate in the defense of the claim, subject to Live CGI’s right to control the defense and settlement.
(b) Mitigation. If any claim which Live CGI is obligated to defend has occurred, or in Live CGI’s determination is likely to occur, Live CGI may, in its sole discretion and at its option and expense (a) obtain for Customer the right to use TrueLORE, (b) substitute a functionality equivalent, non-infringing replacement for such TrueLORE, (c) modify TrueLORE to make it non-infringing and functionally equivalent, or (d) terminate these Terms and refund to Customer any prepaid amounts attributable the period of time between the date Customer was unable to use TrueLORE due to such claim and the remaining days in the then-current Subscription Term.
(c) Exclusions. Notwithstanding anything to the contrary in these Terms, the foregoing obligations shall not apply with respect to a claim of infringement if such claim arises out of (i) Customer’s use of infringing Customer Content; (ii) use of TrueLORE in combination with any software, hardware, network or system not supplied by Live CGI where the alleged infringement relates to such combination, (iii) any modification or alteration of TrueLORE other than by Live CGI, (iv) Customer’s continued use of TrueLORE after Live CGI notifies Customer to discontinue use because of an infringement claim, (v) Customer’s continued use of an infringing or misappropriating version of TrueLORE where Live CGI makes a non-infringing and non-misappropriating version available to Customer, (vi) Customer’s violation of applicable law; (vii) Third Party Offerings; and (viii) Customer System.
(d) Sole Remedy. THE FOREGOING STATES THE ENTIRE LIABILITY OF LIVE CGI WITH RESPECT TO THE INFRINGEMENT OF ANY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS BY TRUELORE OR OTHERWISE, AND CUSTOMER HEREBY EXPRESSLY WAIVES ANY OTHER LIABILITIES OR OBLIGATIONS OF LIVE CGI WITH RESPECT THERETO.
9.2Customer Indemnity. Customer shall defend Live CGI and its licensors and their respective officers, directors and employees from and against any and all Third-Party Claims which arise out of or relate to: (a) a claim or threat that the Customer Content or Customer System (and the exercise by Live CGI of the rights granted herein with respect thereto) infringes, misappropriates or violates any third party’s Intellectual Property Rights; (b) Customer’s use or alleged use of TrueLORE other than as permitted under these Terms; (c) Customer’s use of the Blockchain Services to record data that infringes any third party’s rights; or (d) arising from the occurrence of any of the exclusions set forth in Section 9.1(c). Customer shall pay all damages, costs and expenses, including attorneys’ fees and costs (whether by settlement or award of by a final judicial judgment) paid to the Third Party bringing any such Third-Party Claim. Customer’s obligations under this Section are conditioned upon (x) Customer being promptly notified in writing of any claim under this Section, (y) Customer having the sole and exclusive right to control the defense and settlement of the claim, and (z) Live CGI providing all reasonable assistance (at Customer’s expense and reasonable request) in the defense of such claim. In no event shall Live CGI settle any claim without Customer’s prior written approval. Live CGI may, at its own expense, engage separate counsel to advise Live CGI regarding a Third-Party Claim and to participate in the defense of the claim, subject to Customer’s right to control the defense and settlement.
10.PRIVACY
Live CGI shall Process Customer Content containing Personal Data in accordance with its privacy policy, available at www.true-lore.com/privacy (the “Privacy Policy”). By default, Personal Data is stored in the United States. Customer acknowledges that Processing of Personal Data will occur within the United States.
11.CONFIDENTIALITY
11.1Non-Disclosure. Each party acknowledges that in the course of the performance of these Terms, it may obtain the Confidential Information of the other party. The Receiving Party shall, at all times, both during the Term and thereafter, keep in confidence and trust all of the Disclosing Party’s Confidential Information received by it. The Receiving Party shall not use the Confidential Information of the Disclosing Party other than as necessary to fulfill the Receiving Party’s obligations or to exercise the Receiving Party’s rights under these Terms. Each party agrees to secure and protect the other party’s Confidential Information with the same degree of care and in a manner consistent with the maintenance of such party’s own Confidential Information (but in no event less than reasonable care), and to take appropriate action by instruction or agreement with its employees or other agents who are permitted access to the other party’s Confidential Information to satisfy its obligations under this Section. The Receiving Party shall not disclose Confidential Information of the Disclosing Party to any person or entity other than its officers, employees and agents who need access to such Confidential Information in order to effect the intent of these Terms and who are subject to confidentiality obligations at least as stringent as the obligations set forth in these Terms.
11.2Exceptions to Confidential Information. The obligations set forth in Section 11.1 (Non-Disclosure) shall not apply to the extent that Confidential Information includes information which: (a) was known by the Receiving Party prior to receipt from the Disclosing Party either itself or through receipt directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party; (b) was developed by the Receiving Party without use of the Disclosing Party’s Confidential Information; or (c) becomes publicly known or otherwise ceases to be secret or confidential, except as a result of a breach of these Terms or any obligation of confidentiality by the Receiving Party. Nothing in these Terms shall prevent the Receiving Party from disclosing Confidential Information to the extent the Receiving Party is legally compelled to do so by any governmental investigative or judicial agency pursuant to proceedings over which such agency has jurisdiction; provided, however, that prior to any such disclosure, the Receiving Party shall (x) assert the confidential nature of the Confidential Information to the agency; (y) immediately notify the Disclosing Party in writing of the agency’s order or request to disclose; and (z) cooperate fully with the Disclosing Party in protecting against any such disclosure and in obtaining a protective order narrowing the scope of the compelled disclosure and protecting its confidentiality. In addition to the foregoing, data recorded to the Blockchain pursuant to the Blockchain Services, including cryptographic signatures, provenance hashes, timestamps, and public verification keys, is public by nature and does not constitute Confidential Information of either party, regardless of whether such data is marked confidential.
11.3Injunctive Relief. The Parties agree that any unauthorized disclosure of Confidential Information may cause immediate and irreparable injury to the Disclosing Party and that, in the event of such breach, the Receiving Party will be entitled, in addition to any other available remedies, to seek immediate injunctive and other equitable relief, without bond and without the necessity of showing actual monetary damages.
12.PROPRIETARY RIGHTS
12.1TrueLORE. As between Live CGI and Customer, all right, title and interest in TrueLORE and any other Live CGI materials furnished or made available hereunder, and all modifications and enhancements thereof, belong to and are retained solely by Live CGI or Live CGI’s licensors and providers, as applicable.
12.2Feedback. To the extent Customer provides any suggestions, ideas and feedback regarding TrueLORE (collectively, “Feedback”), Customer hereby irrevocably grants to Live CGI an exclusive, perpetual, irrevocable, fully paid-up, royalty-free, worldwide, assignable, transferable, sublicensable (through multiple tiers of sublicensees) license to the Feedback, with the right to fully use, practice and exploit such Feedback for any purpose. If the foregoing license is not enforceable, Customer agrees to waive and never assert against Live CGI those non-assignable and non-licensable rights, title and interest.
12.3Customer Content. Customer retains all right, title, and interest in and to Customer Content. By using TrueLORE, Customer hereby grants to Live CGI a limited, non-exclusive, non-transferable, revocable, royalty-free right and license during the term of this Agreement to reproduce, Process, store, digitally sign, and otherwise use Customer Content for purposes of providing and improving TrueLORE, with the right to sublicense such rights to Third Party Offerings and in accordance with Section 3.3 to the extent necessary to provide and improve TrueLORE and to provide any Third Party Offerings. Live CGI does not guarantee, and is not obligated to verify, authenticate, monitor or edit Customer Content, or any other information or data input into or stored in TrueLORE for completeness, integrity, legality, quality, accuracy or otherwise.
12.4Aggregated Data. Notwithstanding anything else in this Agreement or otherwise, Live CGI may monitor Customer’s use of TrueLORE and use De-Identified Data as well as data and information related to such use and Customer Content in an aggregate and anonymous manner, including to compile statistical and performance information related to the provision and operation of TrueLORE (“Aggregated Data”). Customer acknowledges that Live CGI will be compiling Aggregated Data based on Customer Content inputted into TrueLORE and Customer agrees that Live CGI may (a) make such Aggregated Data publicly available, and (b) use such information to the extent and in the manner required by applicable law or regulation and for purposes of data gathering, analysis, service enhancement, marketing and other commercial purposes, provided that such data and information does not identify Customer or its Confidential Information.
12.5Digital Millennium Copyright Act (DMCA) Compliance.
(a) Live CGI respects the intellectual property rights of others and requires users of TrueLORE to do the same. In accordance with the Digital Millennium Copyright Act (“DMCA”), Live CGI will respond promptly to claims of copyright infringement that are reported to its designated copyright agent.
(b) If Customer believes that any material available through TrueLORE infringes a copyright that Customer owns or controls, Customer may submit a written notification of claimed infringement that includes all of the following information, as required by the DMCA: (i) a description of the copyrighted work that is claimed to be infringed, including, if available, a reference such as a link or URL that points directly to an authorized example of the copyrighted work; (ii) a description of the material claimed to be infringing and the location of where that material can or could be found (e.g., a broadcast, livestream, or stored content); (iii) the date and time of the alleged infringement, and if available, whether the infringement is ongoing at the time of submission, or the date and an accurate timestamp identifying when the alleged infringement occurred; (iv) the name of the rights holder, and the claimant’s relationship to the rights holder; (v) information that allows Live CGI to contact the claimant, including name, address, telephone number, and email address; and (vi) the following statements, signed with an electronic or physical signature of the owner of the copyright or a person authorized to act on the owner’s behalf: (1) “I have a good faith belief that the use of the copyrighted material I am complaining of is not authorized by the copyright owner, its agent, or the law”; and (2) “The information in this notice is accurate and, under penalty of perjury, I am the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right that is allegedly infringed.”
(c) Live CGI’s designated copyright agent to receive notifications of claimed infringement can be reached as follows: By Mail: Attn: Copyright Agent, Live CGI, Inc., 500 S Main Street, Suite 300, Burlington, NC 27215; By E-mail: connect@taffylabs.io.
(d) Live CGI reserves the right to remove any Customer Content that is alleged to infringe the copyrights of any third party, with or without notice to Customer. In appropriate circumstances, Live CGI may also terminate the accounts of Users who are repeat infringers.
13.LIMITATION OF LIABILITY
13.1No Consequential Damages. NEITHER LIVE CGI NOR ITS LICENSORS SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY DAMAGES FOR LOST DATA, BUSINESS INTERRUPTION, LOST PROFITS, LOST REVENUE OR LOST BUSINESS, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, EVEN IF LIVE CGI OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING WITHOUT LIMITATION, ANY SUCH DAMAGES ARISING OUT OF THE LICENSING, PROVISION OR USE OF TRUELORE, THE BLOCKCHAIN SERVICES, NON-GA SERVICES, OR THE RESULTS THEREOF. LIVE CGI WILL NOT BE LIABLE FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES.
13.2Limits on Liability. NEITHER LIVE CGI NOR ITS LICENSORS SHALL BE LIABLE FOR CUMULATIVE, AGGREGATE DAMAGES GREATER THAN AN AMOUNT EQUAL TO THE AMOUNTS PAID BY CUSTOMER TO LIVE CGI UNDER THESE TERMS DURING THE PERIOD OF SIX (6) MONTHS PRECEDING THE DATE ON WHICH THE CLAIM FIRST ACCRUED.
13.3Essential Purpose. CUSTOMER ACKNOWLEDGES THAT THE PROVISIONS IN THIS SECTION 13 (LIMITATION OF LIABILITY) SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND SHALL APPLY EVEN IF AN EXCLUSIVE OR LIMITED REMEDY STATED HEREIN FAILS OF ITS ESSENTIAL PURPOSE AND WITHOUT REGARD TO WHETHER SUCH CLAIM IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE.
14.TERM AND TERMINATION
14.1Term. The term of these Terms commences on the Effective Date and continues until Customer’s account is terminated or all Subscription Terms have expired, unless earlier terminated as provided in these Terms. For subscription plans, the Subscription Term shall automatically renew for additional periods equal to the expiring Subscription Term unless one party gives the other written notice of non-renewal at least 30 days prior to the expiration of the then current Subscription Term. The per-unit pricing during any automatic renewal term shall be the same as that during the immediately prior term unless Live CGI has given Customer written notice of a pricing increase at least 30 days before the end of such prior term, in which case the pricing increase shall be effective upon renewal and thereafter. For free accounts, the Subscription Term shall continue until terminated by either party.
14.2Termination for Convenience. Customer may terminate a free account at any time by providing written notice to Live CGI or through the account settings. Either party may terminate a subscription plan for convenience upon written notice to the other party, with termination effective at the end of the then-current Subscription Term.
14.3Termination for Cause. A party may terminate these Terms (and all Subscription Term(s)) upon written notice to the other party in the event the other party (a) files a petition for bankruptcy or has a petition for bankruptcy filed against it that is not dismissed within 60 days after filing or admits its inability to pay its debts as they mature, makes an assignment for the benefit of its creditors or ceases to function as a going concern or to conduct its operations in the normal course of business and such termination shall occur immediately upon notice; or (b) commits a material breach of any provision of these Terms and does not remedy such breach within 30 days after receipt of notice from the other party or such other period as the parties may agree. Upon any termination for cause by Customer, Live CGI shall refund Customer any prepaid fees for the remainder of the terminated Subscription Terms after the effective termination date. Upon any termination for cause by Live CGI, Customer shall pay any unpaid fees covering the remainder of the term of all Order Forms after the effective date of termination. In no event shall any termination relieve Customer of the obligation to pay any fees payable to Live CGI for the period prior to the effective date of termination.
14.4Effects of Termination. Upon expiration or termination of these Terms, (a) Customer’s use of and access to TrueLORE shall cease; (b) all fees and other amounts owed to Live CGI shall be immediately due and payable by Customer; and (c) data recorded on the Blockchain shall remain on the Blockchain and cannot be deleted or modified. Upon Customer’s request made within 30 days after the effective date of applicable termination or expiration, Live CGI shall make any Customer Content stored on TrueLORE available for download by Customer in the format in which it is stored in TrueLORE. After such 30-day period, Live CGI shall have no obligation to maintain or provide any Customer Content and may thereafter, unless legally prohibited, delete all Customer Content in its systems or otherwise in its possession or under its control. In addition, within 10 days of the effective date of termination each Receiving Party shall: (a) return to the Disclosing Party, or at the Disclosing Party’s option, the Receiving Party shall destroy, all items of Confidential Information (other than the Customer Content) then in the Receiving Party’s possession or control, including any copies, extracts or portions thereof, and (b) upon request shall certify in writing to Disclosing Party that it has complied with the foregoing.
14.5Survival. This Section and Sections 1 (Definitions), 2.4 (Reservation of Rights), 6 (Blockchain Services; Content Storage), 7 (Fees and Payment), 8 (Representations and Warranties; Disclaimer), 9 (Indemnification), 12 (Proprietary Rights), 13 (Limitation of Liability), 14.4 (Effects of Termination), 15.4 (Arbitration), and 15 (Miscellaneous) shall survive any termination or expiration of these Terms.
15.MISCELLANEOUS
15.1Notices. All notices which any party to these Terms may be required or may wish to give may be given by addressing them to the other party at the addresses set forth below (or at such other addresses as may be designated by written notices given in the manner designated herein) by (a) personal delivery, (b) sending such notices by commercial overnight courier with written verification of actual receipt, (c) by email, effective (A) when the sender receives an automated message from the recipient confirming delivery or (B) one hour after the time sent (as recorded on the device from which the sender sent the email) unless the sender receives an automated message that the email has not been delivered, whichever happens first, but if the delivery or receipt is on a day which is not a business day or is after 5:00 pm (addressee’s time) it is deemed to be received at 9:00 am on the following business day, or (d) sending them by registered or certified mail. If so mailed or otherwise delivered, such notices shall be deemed and presumed to have been given on the earlier of the date of actual receipt or three (3) days after mailing or authorized form of delivery. All communications and notices to be made or given pursuant to these Terms shall be in the English language. Address for notices to Live CGI: Live CGI, Inc., 500 S Main Street, Suite 300, Burlington, NC 27215; By E-mail: connect@taffylabs.io. Notices to Customer from Live CGI may be sent to the physical and/or email address then on file for Customer or such other physical or email addresses otherwise possessed by Live CGI.
15.2Governing Law. These Terms and the rights and obligations of the parties to and under this agreement shall be governed by and construed under the laws of the United States and the State of New York as applied to agreements entered into and to be performed in such State without giving effect to conflicts of laws rules or principles. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to these Terms. The parties further agree to waive and opt-out of any application of the Uniform Computer Information Transactions Act (UCITA), or any version thereof, adopted by any state of the United States in any form. To the extent any Dispute is not subject to arbitration under Section 15.4, the parties agree to submit to the exclusive jurisdiction of the state and federal courts located in the State of New York, County of New York.
15.3Publicity. Live CGI has the right to reference and use Customer’s name and trademarks and disclose the nature of TrueLORE provided hereunder in each case in Live CGI’s business development and marketing efforts, including without limitation Live CGI’s web site.
15.4Arbitration.
(a) Agreement to Arbitrate. Any dispute, controversy, or claim arising out of or relating to these Terms, or the breach, termination, or invalidity thereof (a “Dispute”), shall be finally settled by binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules then in effect, rather than in court. This arbitration provision is governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. By agreeing to these Terms, Customer waives the right to a trial by judge or jury with respect to any Dispute.
(b) Pre-Arbitration Dispute Resolution. Before initiating arbitration, the party asserting a Dispute must first provide the other party with written notice describing the Dispute and the specific relief sought. The parties shall attempt in good faith to resolve the Dispute within thirty (30) days after receipt of such notice. If the Dispute is not resolved within such period, either party may initiate arbitration proceedings.
(c) Arbitration Procedures. The arbitration shall be conducted by a single arbitrator selected in accordance with the AAA Commercial Arbitration Rules. The seat of the arbitration shall be New York, New York. The language of the arbitration shall be English. The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order, including monetary damages, injunctive or other equitable relief, and specific performance, but shall not have the authority to award punitive or exemplary damages except to the extent expressly authorized by applicable law. The arbitrator’s award shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.
(d) Confidentiality of Arbitration. All aspects of the arbitration proceeding, including the filing, evidence, testimony, correspondence, hearing, and the arbitrator’s award, shall be kept strictly confidential by the parties, except to the extent disclosure is required by applicable law or regulation, is necessary to enforce the arbitration award, or is permitted under Section 11 (Confidentiality).
(e) Fees and Costs. Each party shall bear its own costs and attorneys’ fees incurred in connection with the arbitration, and the parties shall share equally in the fees and expenses of the arbitrator and the AAA, unless the arbitrator determines that the circumstances warrant a different allocation of costs and fees.
(f) Class Action Waiver. THE PARTIES AGREE THAT ANY ARBITRATION SHALL BE CONDUCTED IN THEIR INDIVIDUAL CAPACITIES ONLY AND NOT AS A CLASS ACTION OR OTHER REPRESENTATIVE ACTION. THE PARTIES EXPRESSLY WAIVE THEIR RIGHT TO FILE A CLASS ACTION OR SEEK RELIEF ON A CLASS BASIS. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS, REPRESENTATIVE, OR CONSOLIDATED PROCEEDING.
(g) Exceptions. Notwithstanding the foregoing, either party may (i) seek injunctive or other equitable relief in any court of competent jurisdiction to protect its Confidential Information or Intellectual Property Rights pending the outcome of arbitration, and (ii) bring an action in small claims court if the Dispute qualifies for such court’s jurisdiction. Any such court proceedings shall not be deemed a waiver of the obligation to arbitrate.
(h) Survival. This Section 15.4 shall survive the termination or expiration of these Terms.
15.5Export. The TrueLORE utilizes software and technology that may be subject to United States and foreign export controls. Customer acknowledges and agrees that TrueLORE shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States maintains an embargo (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders (collectively, “Designated Nationals”). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using TrueLORE, Customer represents and warrants that it is not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. The TrueLORE may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000. Customer agrees to comply strictly with all applicable export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required. Live CGI and its licensors make no representation that TrueLORE is appropriate or available for use in other locations. Any diversion of the Customer Content contrary to law is prohibited. None of the Customer Content, nor any information acquired through the use of TrueLORE, is or will be used for nuclear activities, chemical or biological weapons, or missile projects.
15.6Assignment. Customer shall not assign its rights hereunder or these Terms, or delegate the performance of any of its duties or obligations hereunder, whether by merger, acquisition, sale of assets, operation of law, or otherwise, without the prior written consent of Live CGI. Any purported assignment in violation of the preceding sentence is null and void. Live CGI may assign these Terms and any of its rights hereunder (including the right to receive payment), and delegate any of its obligations, without Customer’s consent. Subject to the foregoing, these Terms shall be binding upon, and inure to the benefit of, the successors and assigns of the parties thereto.
15.7No Waiver. No waiver will be implied from conduct or failure to enforce rights. No waiver will be effective unless in a writing signed on behalf of the party against whom the waiver is asserted.
15.8Severability. If any of these Terms is found invalid or unenforceable that term will be enforced to the maximum extent permitted by law and the remainder of these Terms will remain in full force.
15.9Independent Contractors. The parties are independent contractors and nothing contained herein shall be construed as creating an agency, partnership, or other form of joint enterprise between the parties.
15.10Entire Agreement. These Terms, including all applicable Order Forms and the Privacy Policy, constitute the entire agreement between the parties relating to this subject matter and supersedes all prior or simultaneous understandings, representations, discussions, negotiations, and agreements, whether written or oral.
15.11Force Majeure. Except for Customer’s payment obligations hereunder, neither party shall be liable to the other party or any third party for failure or delay in performing its obligations under these Terms when such failure or delay is due to any cause beyond the control of the party concerned, including, without limitation, acts of God, governmental orders or restrictions, fire, flood, hurricane, natural disasters, war, terrorism, strife, pandemic, epidemic, acts, omissions, downtime, failures of or issues attributable to Internet streaming platforms (including YouTube), blockchain networks, service providers (including cloud storage providers), payment processors, strikes, labor disputes, or any other cause, reason, event, or circumstance beyond such party’s control (whether or not similar to those listed in this section), provided that upon cessation of such events such party shall, to the extent practicable, thereupon promptly perform or complete the performance of its obligations hereunder.