TERMS OF USE

By visiting www.livecliq.net and using its services you agree to abide by the Terms of Use between LiveCLIQ Inc. (“LiveCLIQ“), the owner of www.livecliq.net (the “Website“), and yourself, as user or member of the Website as outlined in this document. If you do not agree to the Terms of Use, do not access the Website or use Website’s information or services.

In order to use the LiveCLIQ mobile streaming services, you must have data connectivity services from your service provider, which may be your mobile carrier, WiFi service provider or other provider. The cost of this data connectivity service may vary among service providers and the user understands that it is the user’s responsibility to check such costs. In particular, the user further understands that the costs of such data connectivity service may rise significantly when roaming internationally. Therefore, the user is advised to consider the cost of using the LiveCLIQ Services, depending on the user’s location at any particular time. The user may wish to consider disabling the “AutoStart” feature, depending on the user’s location.

Services, Content & User Submissions

LiveCLIQ and its Website offers various kinds of content streaming and social networking services for the sharing of live content, location information, chat and messaging on the Internet and via mobile devices (the “Services”) by our users through our website accessible at www.livecliq.net , through LiveCLIQ’s embedded Player (the “LIVECLIQ Player”) or LiveCLIQ’s mobile phone clients (the “LIVECLIQ Client”) or other technology.

Certain types of content are made available through the Website. “Content” as used in these Terms of Service means, collectively, the text, data, graphics, images, photos and video files made available through the Website, excluding user Submissions. “Submissions” as used in these Terms of Service means, collectively, the text, data, graphics, images, photos and video files and other content and information which Members stream, post, upload and otherwise submit to the Website, including without limitation in Member created profile pages. LiveCLIQ reserves the right to remove and permanently delete any Content or user Submissions from the Website without notice.

You may access and use the Website, Services and Content for your own personal non-commercial use. You will not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Website, Content, user Submissions or related products and services and you will not reproduce, modify, adapt, prepare derivative works based on, perform, display, publish, distribute, transmit, broadcast, sell, license or otherwise exploit the Website, Content, user Submissions (other than your user Submissions). LiveCLIQ and its licensors own all right, title and interest, including all worldwide intellectual property rights in the Website, Content and the trademarks, service marks and logos contained therein other than your user Submissions.

You also agree not to use LiveCLIQ Website to send or post on message boards or any place on LiveCLIQ’s Website, any message or material that is unlawful, harassing, libelous, defamatory, abusive, threatening, harmful, vulgar, obscene, profane, sexually oriented, threatening, racially offensive, inaccurate, or otherwise objectionable material of any kind or nature or that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national or international law or regulation, or encourage the use of controlled substances. LiveCLIQ reserves the right to delete any such material from LiveCLIQ Website. LiveCLIQ will cooperate fully with any law enforcement officials and/or agencies in the investigation of any person or persons who violate the Terms of Use.

You agree not to post or use LiveCLIQ Inc. site to distribute or send any illegal material of any kind, including but not limited to, illegal material in the form of text, graphics, video, programs or audio files. Posting content or participating in any form of discussion with the intention to commit any illegal activity is strictly prohibited.

License Grant

LiveCLIQ does not claim ownership rights in your user Submissions. However, by uploading, streaming, submitting, emailing, posting, publishing or otherwise transmitting any user Submission to LiveCLIQ or on the Website, you hereby grant LiveCLIQ a non-exclusive, worldwide, royalty-free, sublicensable, perpetual and irrevocable right and license to use, reproduce, modify, adapt, prepare derivative works based on, perform, display, publish, distribute, transmit, broadcast and otherwise exploit such user Submissions in any form, medium or technology now known or later developed, including without limitation on the Website and third party websites. You represent and warrant that you own or have the necessary licenses, rights, consents and permissions to grant the foregoing licenses to LiveCLIQ. LiveCLIQ will own all right, title and interest in and to all derivative works and compilations of user Submissions that are created by LiveCLIQ, including all worldwide intellectual property rights therein. You agree to execute and deliver such documents and provide all assistance reasonably requested by LiveCLIQ to give to LiveCLIQ the full benefit of the rights granted to LiveCLIQ by you.

Limitations

You acknowledge and agree that LiveCLIQ may, at its option, establish limits concerning user Submissions, including without limitation the maximum number of days that user Submissions will remain on Website, the maximum size of any files that may be stored on or uploaded to the Website, and the maximum disk space that will be allotted to you for the storage of user Submissions on LiveCLIQ’s servers. LiveCLIQ will have no responsibility or liability and you are solely responsible for creating back-ups of your user Submissions.

Disclaimer

LiveCLIQ has no ability to control the user Submissions that are uploaded, posted or otherwise transmitted using the Website or Services and does not have any obligation to monitor such user Submissions for any purpose and, as a result, is not responsible for the accuracy, completeness, appropriateness, legality or applicability of the user Submissions or anything said, depicted or written by Members, including without limitation any information obtained by using the Website. LiveCLIQ does not endorse any user Submission or any opinion, recommendation, or advice expressed therein and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against LiveCLIQ with respect thereto.

LiveCLIQ will, and will permit third parties to, display advertising and other information within the Website or the Content (incl. user Submissions) and/or in connection with the display of content on web and mobile devices. LiveCLIQ serves, and permits third parties to serve, advertisements within or adjacent to the content and programming delivered to you by LiveCLIQ. You understand and agree that LiveCLIQ, or applicable third parties, may include content-targeted or location-targeted advertisements or other related information. Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the LiveCLIQ Software, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser.

LiveCLIQ may send e-mail messages to registered members promoting services or content related to LiveCLIQ offerings.

General Terms

LiveCLIQ reserves the right, in its sole discretion, at any time to modify Terms of Use without notice. In the event that user does not agree to modified Terms of Use he must refrain from use of the Website, cancle his member status and remove all his user Submissions.

Modification of Website, Service, Software

LiveCLIQ reserves the right, in its sole discretion, at any time to modify, discontinue or terminate the Website and Services; information and software may be changed at any time without notice of any kind. The information and software on this site are provided as is without expressed or implied warranty of any kind. In no event shall LiveCLIQ Inc. be liable for any special, incidental, indirect or consequential damages or any other damages whatsoever, including without limitation, any loss of use, lost data, or lost profits or opportunity, or punitive damages, whether in an action of contract, negligence or other tort action, arising out of or in connection with the accuracy, use, or performance of the information, and/or downloadable files and/or software on the LiveCLIQ Inc. web site.

LiveCLIQ reserves the right to add or remove features or functions, or to provide upgrades, updates or programming fixes, to the LiveCLIQ software at any time in its sole discretion. You agree to accept any and all such upgrades, updates or programming fixes presented to you, including version updates, and further acknowledge and agree that your failure to accept any such fixes, updates and upgrades will permit LiveCLIQ to terminate your right to use the LiveCLIQ Website and Services.

Commercial Use

You agree not to use the Website, including the LiveCLIQ embed player (the “LIVECLIQ Player”) for any commercial use, without the prior written authorization of LiveCLIQ. Prohibited commercial uses include any of the following actions taken without LiveCLIQ’s express approval:

  • sale of access to the Website or its related services (incl. the LIVECLIQ Player) on another website;
  • use of the Website or its related services, for the primary purpose of gaining advertising or subscription revenue;
  • the sale of advertising, on the LiveCLIQ Website or any third-party website, targeted to the content of specific user Submissions or LiveCLIQ content;
  • and any use of the Website or its related services that LiveCLIQ finds, in its sole discretion, to use LiveCLIQ’s resources or user Submissions with the effect of competing with or displacing the market for LiveCLIQ, its content, or its user Submissions.

Prohibited commercial uses do not include:

  • uploading an original video to LiveCLIQ, or maintaining an original channel on the Website, to promote your business or artistic enterprise;
  • using the LIVECLIQ Player to show LiveCLIQ videos on an ad-enabled blog or website, provided the primary purpose of using the LIVECLIQ Player is not to gain advertising revenue or compete with LiveCLIQ;
  • any use that LiveCLIQ expressly authorizes in writing.

Links to Third Party Sites

The links to third parties contained within this web site will allow you to leave LiveCLIQ Inc. site. The sites that are linked to LiveCLIQ Inc. site are not under the control of LiveCLIQ Inc.. LiveCLIQ Inc. is not, and shall not be, held responsible for the contents, in any way or form, of any linked site or of any link contained in a linked site. LiveCLIQ Inc. provides these links only as a convenience to you, the user of the web site; and the inclusion of any link does not imply endorsement by LiveCLIQ Inc. of the linked site. Any rights not expressly granted by LiveCLIQ Inc. herein are expressly reserved.

Members

For purposes of these Terms of Use, including if you become a Member and create an account, you are not an employee or agent of LiveCLIQ, and you will not represent that you are any of the foregoing. Each party will be independent and act independently and not as a contractor, partner, joint venturer, agent, employee or employer of the other and will not bind or attempt to bind the other to any contract. Each party will be solely responsible for their own costs and expenses incurred in the performance of their obligations under these Terms of Use, including without limitation any expenses associated with the implementation of these Terms of Use.

Software Licensing

Subject to these Terms of Use, LiveCLIQ hereby grants a limited, personal, non-commercial, non-exclusive, non-sublicensable, non-assignable, free of charge license to download, install and use the LIVECLIQ Client software on users’s computer, cellphone or PDA for the sole purpose of personally using the software for Services provided by LiveCLIQ.

LiveCLIQ is entitled, without any liability, to refuse, restrict, limit, suspend and/or interfere or interrupt the Service or any part thereof, without any notice to the user for the repair, improvement, and/or upgrade of the Service or for any of the reasons for termination as mentioned below.

LiveCLIQ may change the technical features of the Service in order to keep pace with the latest demands and technological developments, at its own discretion and without any notice to user.

User acknowledges and understands that none of LiveCLIQ’s services is a traditional telephone service or a replacement for a primary telephone service.

User may not make any use of the Software in whole or in part that is not expressly permitted by these Terms. You shall not (i) sell, assign, rent, lease, distribute, market, disclose, export, import, act as an intermediary or provider, or otherwise grant rights to third parties with regard to, the Software or any part thereof, or (ii) undertake, cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of the Software or any part thereof. Any information derived from these activities constitutes the confidential information of LiveCLIQ.

LiveCLIQ (or its third party providers) retains all title, right, copyright (and any other applicable intellectual property right) and interest in and to the Software, including all documentation, translations, enhancements, improvements or other modifications made to or derived from the Software.

Warranty Disclaimer

YOU AGREE THAT YOUR USE OF THE LIVECLIQ WEBSITE SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, LIVECLIQ, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEBSITE AND YOUR USE THEREOF. LIVECLIQ MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THIS SITE’S CONTENT OR THE CONTENT OF ANY SITES LINKED TO THIS SITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR WEBSITE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR WEBSITE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR WEBSITE BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE LIVECLIQ WEBSITE. LIVECLIQ DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE LIVECLIQ WEBSITE OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND LIVECLIQ WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

Limitation of Liability

IN NO EVENT SHALL LIVECLIQ, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR WEBSITE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR WEBSITE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR WEBSITE BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE LIVECLIQ WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

YOU SPECIFICALLY ACKNOWLEDGE THAT LIVECLIQ SHALL NOT BE LIABLE FOR USER SUBMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

The Website is controlled and offered by LiveCLIQ from its facilities in the United States of America. LiveCLIQ makes no representations that the LiveCLIQ Website is appropriate or available for use in other locations. Those who access or use the LiveCLIQ Website from other jurisdictions do so at their own volition and are responsible for compliance with local law.

Indemnity

You agree to defend, indemnify and hold harmless LiveCLIQ, its parent corporation, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the LiveCLIQ Website; (ii) your violation of any term of these Terms of Service; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that one of your user Submissions caused damage to a third party. This defense and indemnification obligation will survive these Terms of Service and your use of the LiveCLIQ Website.

Ability to Accept Terms of Service

You affirm that you are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Use, and to abide by and comply with this agreement.

Assignment

These Terms of Service, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by LiveCLIQ without restriction.

General

You agree that: (i) the LiveCLIQ Website shall be deemed solely based in California; and (ii) the LiveCLIQ Website shall be deemed a passive website that does not give rise to personal jurisdiction over LiveCLIQ, either specific or general, in jurisdictions other than California. These Terms of Use shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. Any claim or dispute between you and LiveCLIQ that arises in whole or in part from the LiveCLIQ Website shall be decided exclusively by a court of competent jurisdiction located in San Francisco County, California. These Terms of Service, together with the Privacy Notice at http:// www.livecliq.net and any other legal notices published by LiveCLIQ on the Website, shall constitute the entire agreement between you and LiveCLIQ concerning the LiveCLIQ Website.

If any provision of these Terms of Service is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Use, which shall remain in full force and effect. No waiver of any term of this these Terms of Use shall be deemed a further or continuing waiver of such term or any other term, and LiveCLIQ’s failure to assert any right or provision under these Terms of Use shall not constitute a waiver of such right or provision. LiveCLIQ reserves the right to amend these Terms of Service at any time and without notice, and it is your responsibility to review these Terms of Service for any changes.

Your use of the LiveCLIQ Website following any amendment of these Terms of Service will signify your assent to and acceptance of its revised terms. YOU AND LIVECLIQ AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE LIVECLIQ WEBSITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

Copyright 2008 LiveCLIQ Inc. All Rights Reserved. All third-party trademarks within this Website are copyrights of their respective owners and are subject to each mark holders respective terms of use.