LIVD Terms of Service

Last Updated: February 1, 2023

1) Contractual relationship

These Terms of Service (“Terms”) constitute a legally binding agreement (the “Agreement”) between you, an individual, and LIVD App Inc. (“LIVD,” “we,” “us,” or “our”), a private limited liability corporation, governing your use of the LIVD mobile application, website, and technology platform (collectively, the “LIVD Platform”).

PLEASE READ THIS AGREEMENT CAREFULLY PRIOR TO ACCESSING OR USING OUR SERVICES.

PLEASE BE ADVISED: THESE TERMS CONTAIN AN ARBITRATION CLAUSE (SEE SECTION 12 BELOW) THAT GOVERNS HOW CLAIMS THAT YOU AND LIVD HAVE AGAINST EACH OTHER CAN BE BROUGHT. EXCEPT FOR CERTAIN TYPES OF DISPUTES OUTLINED IN THAT CLAUSE AND AS PERMITTED BY LAW, YOU AND LIVD AGREE THAT DISPUTES BETWEEN THE TWO PARTIES WILL BE RESOLVED THROUGH MANDATORY BINDING ARBITRATION AND THAT YOU AND LIVD WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

Your access and use of the LIVD Platform constitutes your acknowledgement that you understand this Agreement (including Section 12 regarding dispute resolution provisions) and your agreement to be bound by these Terms. If you do not agree to these Terms, you may not use or access the LIVD Platform. These Terms expressly supersede any prior agreements or arrangements between you and LIVD. We reserve the right to immediately terminate these Terms or any Services with respect to you, or generally cease offering or providing access to the Services or any portion thereof, at any time for any reason.

Details on our use of your personal information are outlined in our Privacy Policy located at https://livdapp.com/privacy.

2) The services we offer

The Services we offer constitute an online marketplace for lifestyle benefits that employers can offer to their employees. Employees that sign-up for LIVD are referred to in this Agreement as “Users” and the benefits provided through the app shall be collectively referred to as the “Services.”

BY ACCEPTING THESE TERMS YOU ACKNOWLEDGE AND AGREE THAT LIVD DOES NOT ITSELF PROVIDE LIFESTYLE BENEFITS AND THAT ALL SUCH SERVICES ARE PROVIDED BY INDEPENDENT THIRD PARTY COMPANIES WHO ARE NOT OWNED OR CONTROLLED BY LIVD. YOU ALSO ACKNOWLEDGE AND AGREE THAT LIVD HAS NO RESPONSIBILITY OR LIABILITY FOR THE ACTS OR OMISSIONS OF ANY BENEFITS PROVIDER. WE DO NOT ASSESS OR GUARANTEE THE SUITABILITY, LEGALITY, OR ABILITY OF ANY BENEFITS PROVIDER AND HAVE NO CONTROL OVER THE QUALITY AND SAFETY OF THE SERVICES.

License

Subject to the Terms of this Agreement, LIVD grants you a limited, revocable, non-exclusive, non-sublicensable, and non-transferable license to use the LIVD Platform to access the Services and access any content and information made available through the Services. Any rights not expressly granted in this Agreement are reserved by LIVD.

Third Parties

While the LIVD Platform may be accessed in connection with third party services and content, we do not endorse such services and content and in no event shall we be liable for any products or services of such third parties. Apple Inc., Google Inc. and/or their applicable subsidiaries and affiliates will be third party beneficiaries to this Agreement if you acquire or access the LIVD Platform or Services using applications developed for their respective operating systems. As third party beneficiaries, the entities will not be parties to this Agreement and shall have no obligations or responsibilities with respect to the LIVD Platform, in any manner. By accepting this Agreement, you also accept being subject to the terms set forth in the applicable third party beneficiary’s terms of service.

Ownership

The Services and all rights therein shall remain the property of LIVD or its licensors. Neither your use of the Services nor this Agreement, grant to you any rights related to the Services or rights to use LIVD’s company name, logos, or other intellectual property, in any manner, except for the limited license granted under these Terms.

3) Amendments to the Agreement

LIVD may amend the Terms of this Agreement from time to time. We shall provide our Users advance notice of such changes and such amendments shall become effective and binding upon you upon posting of such updated Terms at this location on the date specified in the notice. Your continued use of the LIVD Platform or Services after such posting shall constitute your consent to be bound by the Terms, as amended, to the extent permitted by law. You agree that amendments to this Agreement do not create an opportunity to opt out of arbitration unless material changes are made to the arbitration provision herein.

4) Your use of the Services

Individuals must register for and maintain an active personal User account (“Account”) and be employed by an organization that has an active vendor agreement with LIVD in good standing in order to access our Services. The LIVD Platform may only be used by individuals who can form legally binding contracts under applicable law and have reached the age of majority in their state, province or territory of residence. By accepting these Terms, you represent and warrant that you have the right, authority, and capacity to enter into and abide by the Terms of this Agreement and have reached the age of legal majority in your state, province or territory of residence. Registration requires you to provide LIVD certain personal information, such as your name, email address, and phone number. You agree to maintain accurate, complete, and up-to-date information in our Account and acknowledge that your failure to do so may limit your access to the Services or LIVD’s termination of these Terms with you. 

You are the sole authorized user of any Account you create on the LIVD Platform and you acknowledge that you are solely and fully responsible for all activity and charges that occur under your Account. You also agree to protect the security of your Account and password. Should you suspect that any unauthorized party may be using your Account, you agree to notify LIVD immediately. LIVD expressly disclaims any liability for losses, damages, expenses, and fees arising from unauthorized use of your Account and you may be liable for losses, damages, expenses, and fees incurred by LIVD or a third-party arising from such access.

The User is responsible for the data network access necessary to use the Services and access the LIVD Platform. You shall be responsible for all fees, costs, overage charges, and roaming charges associated with the use of the Services and access to the LIVD Platform. You shall also be responsible for acquiring and updating compatible hardware to access the Services. We do not guarantee that the LIVD Platform, or any portion thereof, will function on any particular hardware, device, or operating system.

5) Charges

As a User, you understand that use of the Services may result in charges to you for services provided by one of our Benefits Providers (“Charges”) and you agree to pay these Charges as outlined below. Charges include fees for the selected Services, any applicable surcharges and taxes. 

  • Payments: All Charges are due immediately and LIVD will facilitate payment using the payment method designated when the Service was confirmed. If the payment method you selected is determined to be expired, invalid, or otherwise unable to be charged, you agree that we may use any other payment method in your Account, if available. LIVD may limit your access to the LIVD Platform until such time as any outstanding Charges have been fully settled. Cash payments are strictly prohibited.

  • No-refund policy: All Charges are final and non-refundable, unless otherwise determined by LIVD.

  • Service fees: Services offered on the LIVD Platform are priced based on quoted rates set by the Benefits Providers for the Services the User has requested, adjusted for any additional fees, surcharges, and/or taxes. If during your Service you make changes to your requested Services, the Benefits Provider may revise their Charges to reflect the updated Services performed. LIVD also reserves the right to establish, remove, and/or revise Charges for any Services rendered through the LIVD Platform at any time in LIVD’s sole discretion.

  • Other charges: Additional fees and/or surcharges may be applied to your Service. This may include state/provincial or local fees, event fees, payment processing fees, or a safety surcharge.

  • Taxes: All amounts are exclusive of all taxes, levies, duties, or similar government assessments of any nature, including value-added, sales, goods and services, or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). If Taxes are applicable, the User shall be responsible for paying all Taxes associated with its purchases hereunder. The Benefits Provider will inform the User if Taxes are applicable and the User will pay such Taxes at the time of purchase.

  • Promotional offers: You may receive coupons, credits, or other promotional offers and discounts (“Offers”) from LIVD that can be applied towards the payment of certain Charges. Offers are only valid to cover Charges for Services on the LIVD Platform, are non-transferable, and are not redeemable for cash except as required by law. Offers cannot be combined. The value of the Offer is limited to the Charges incurred for your Service and, if the value of your Service exceeds the applicable Offer, the outstanding cost will be charged to your payment method as described above. Additional restrictions may apply on the Offer as outlined in the relevant promotional material.

  • Authorization: LIVD may seek authorization of your selected payment method when a new payment method is added to your Account or a new Service has been confirmed in order to verify the payment method and ensure Charges can be covered. While the authorization is not a charge, it may reduce available credit until your bank’s next processing cycle. We cannot be held responsible if this authorization results in overdraft or non-sufficient funds (NSF) charges by your bank.

  • Currency: All Charges will be in local currency of the jurisdiction where the services have been performed. As such, all Charges for Services in the United States of America will be in U.S. dollars and all Charges for Services in Canada will be in Canadian dollars.

6) Communications

By accepting these Terms and creating an Account, you agree that we may send you communications, including text (SMS) messages, e-mail, push notifications, and phone calls, to update you on operational and transactional information about your Account as well as for commercial and promotional purposes. You will be responsible for charges applied by your cell phone carrier for these communications.

YOU ACKNOWLEDGE THAT YOU ARE NOT REQUIRED TO CONSENT TO RECEIVE PROMOTIONAL TEXTS OR CALLS AS A CONDITION OF USING THE LIVD PLATFORM OR THE SERVICES. USERS CAN UNSUBSCRIBE FROM OUR PROMOTIONAL EMAILS BY FOLLOWING THE UNSUBSCRIBE INSTRUCTIONS AT THE BOTTOM OF THE PROMOTIONAL EMAIL ITSELF. USERS CAN ALSO REPLY “STOP” TO ANY PROMOTIONAL TEXTS WE SEND TO STOP RECEIVING THEM. WE WILL CONTINUE TO SEND YOU EMAILS RELATED TO YOUR TRANSACTIONS AND IMPORTANT UPDATES ABOUT THE LIVD PLATFORM. WE WILL ALSO CONTINUE TO SEND YOU TEXT MESSAGES RELATED TO YOUR USE OF OUR SERVICES. IF YOU WISH TO OPT OUT OF RECEIVING ALL TEXT MESSAGES, YOU CAN TEXT THE WORD “STOPALL” TO ANY MESSAGE YOU HAVE RECEIVED FROM LIVD. YOU ACKNOWLEDGE THAT OPTING OUT OF RECEIVING ALL TEXTS FROM LIVD MAY IMPACT YOUR USE OF OUR SERVICES.

7) Promotions and Referral Programs

LIVD may, at its sole discretion, create and make available promotions (including promo codes and referral codes) with different features (such as Account credits or bonus services) to any Users or prospective Users, subject to any additional terms that LIVD establishes on a per promotion basis. LIVD reserves the right to set or change the incentive types, amounts, terms, restrictions, and qualification requirements for any incentives at its sole discretion. You acknowledge and agree that these promotions (i) shall have no bearing whatsoever on your Agreement or relationship with LIVD, unless made to you, (ii) may not be duplicated, sold, bartered, transferred in any manner, or made available to the general public, without LIVD’s prior express consent, (iii) are not valid for cash (except as required by law), (iv) may expire prior to your use, (v) may be canceled or disabled by LIVD at any time for any reason without liability to LIVD, and (vi) may only be used subject to the specific terms for such promotions and in a lawful manner. LIVD reserves the right to withhold or deduct credits or other features or benefits obtained through a promotion by you or any other User in the event that LIVD determines or believes that the redemption or use of the promotion or receipt of the credit or benefit was in error, fraudulent, illegal, or in violation of the applicable promotion terms or these Terms at any time at LIVD’s sole discretion.

8) Rules and prohibitions

By using the LIVD Platform and participating in the Services, you agree that:

  1. You will not use another User’s account, impersonate any person or entity, or manipulate identifiers in order to disguise the origin of any content transmitted through the Services;

  2. You will not violate any applicable law, statute, rule, permit, or regulation, or in any way infringe any third party’s rights, including but not limited to intellectual property rights, right to privacy, or publicity rights;

  3. You will only use the Services for lawful purposes and you will not engage in conduct that harms other Users, LIVD employees, or the public;

  4. You will not threaten, harass or cause nuisance, annoyance or inconvenience to any person;

  5. You will not provide or otherwise communicate to us (including, but not limited to during registration, the normal course of operation, and filing a complaint) information that is false, inaccurate, misleading (directly, by omission, or by failing to update information), obscene, profane, sexually oriented, defamatory, or abusive, as determined by LIVD at its sole discretion;

  6. You consent to LIVD confirming your employment status with your employer that is offering you access to the LIVD Platform;

  7. You will not discriminate against or deny service to anyone on the basis of race, national origin or ethnicity, religion, gender or gender identity, physical or mental disability, marital status, age, or sexual orientation;

  8. You will use the LIVD Platform and Services for your own use and will not directly or indirectly resell, redistribute, license or sublicense, rent or lend, or transfer access to any part of the LIVD Platform or the Services;

  9. You will not assign, sell, or otherwise transfer your Account or password to any other person or entity;

  10. You will not use any part of the LIVD Platform or the Services for any commercial purpose, including but not limited to advertising, soliciting, or selling to any User, unless given LIVD’s prior express written consent;

  11. You will not modify, translate, reverse engineer, decompile, or otherwise disassemble any portion of the LIVD Platform;

  12. You will not use the Services in any manner that could interfere with, damage, disable, disrupt, overburden or impair the Services, the LIVD Platform, or any networks connected to the LIVD Platform;

  13. You will not transit any malicious programs, files or code designed to interfere with, damage, disable, disrupt, overburden or impair any software or hardware;

  14. You will not attempt to gain unauthorized access to the Services, the LIVD Platform, or any system, data, or personal information;

  15. You will not defraud, abuse, or violate the terms of our Promotion and Referral Programs;

  16. You will not access the LIVD Platform with any robot, spider, web crawler, extraction software, automated or manual process and/or device to scrape, retrieve, copy, index, “data mine,” frame or monitor any portion of the LIVD Platform or any of its contents;

  17. You will not mirror any part of the LIVD Platform without our prior express written consent;

  18. You will promptly report any bugs, unauthorized access, or breaches that you uncover; and

  19. You will not attempt to undertake or cause any third party to undertake or attempt to undertake any of the foregoing.

9) Intellectual Property

LIVD (and its licensors, where applicable) shall own absolutely and in their entirety all intellectual property rights, including copyright, trademarks (registered and unregistered), design rights (registered and unregistered), and database rights, in the LIVD Platform, wherever existing in the world with the right to apply for the protection of any of these intellectual property rights.

Please contact us at [email protected] if you believe that any materials on the LIVD Platform infringe upon your copyrights.

10) Disclaimers, Indemnity, and Limitation of Liability

Disclaimers

The following disclaimers are made on behalf of LIVD including our affiliates, subsidiaries, parents, successors, and assigns, and each of our officers, directors, employees, and agents.

THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND LIVD DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, OR STATUTORY NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, AND NON-INFRINGEMENT. WE MAKE NO GUARANTEES OR REPRESENTATIONS REGARDING THE ACCURACY, RELIABILITY, TIMELINESS, QUALITY, AVAILABILITY OF THE SERVICES, OR SUITABILITY, OR THAT THE SERVICES WILL BE SECURE, UNINTERRUPTED, OR ERROR-FREE. WE ALSO MAKE NO GUARANTEES OR REPRESENTATIONS REGARDING THE QUALITY, SAFETY, OR SUITABILITY OF THE BENEFITS PROVIDERS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE LIVD PLATFORM OR SERVICES REMAIN SOLELY WITH YOU. LIVD DOES NOT WARRANT THAT THE LIVD PLATFORM IS FREE OF VIRUSES AND OTHER MALWARE. WE SHALL NOT BE LIABLE FOR ANY COSTS, DIRECT OR INDIRECT, AS A RESULT OF DAMAGE TO YOUR PROPERTY, EQUIPMENT, OR DATA AS A RESULT OF YOUR USE OF THE LIVD PLATFORM OR SERVICES.

We do not accept any responsibility or liability for use or access to the LIVD Platform by persons under the age of majority or acting under false pretense.

LIVD disclaims all liability for the actions, acts, conduct, or omissions of Users. By using the Services and accessing the LIVD Platform, you agree and accept that LIVD is not responsible for the actions, acts, conduct, or omissions of any Users and that you are solely responsible for your interactions with other Users. You agree that LIVD is not responsible for any personal belongings lost, forgotten, or stolen during the use of our Services. LIVD shall not be responsible for the use of any personal information you disclose to other Users on the LIVD Platform or through the Services. 

Indemnity

You agree to indemnify and hold LIVD including our affiliates, subsidiaries, parents, successors, and assigns, and each of our officers, directors, employees, and agents harmless from any and all claims, suits, demands, losses, liabilities, and expenses (including attorneys’ fees) relating to or arising out of your use of the LIVD Platform or Services (or services or goods obtained through your use of the Services), including (i) breaking or violating of any of these Terms or this Agreement, (ii) any violation, infringement, or allegation thereof of the intellectual property (including copyright, trademark, and trade secret) or other rights of any third-party resulting from any material you shared on the LIVD Platform, (iii) your violation of any law or the rights of a third-party, or (iv) any other activities in connection with the Services. This indemnity shall be applicable without regard to the negligence of any party, including any indemnified person.

Limitation of Liability

LIVD, INCLUDING OUR AFFILIATES, SUBSIDIARIES, PARENTS, SUCCESSORS AND ASSIGNS, AND EACH OF OUR OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS (COLLECTIVELY “LIVD” FOR PURPOSES OF THIS SECTION) SHALL NOT BE LIABLE TO YOU FOR ANY INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO DAMAGES FOR LOSS OF DATA, LOST PROFITS, PERSONAL INJURY, PROPERTY DAMAGE, SERVICE INTERRUPTIONS, OR THE COST OF PROCURING SUBSTITUTE SERVICES) IN CONNECTION WITH, RELATED TO, OR OTHERWISE ARISING OUT OF USE OF THE LIVD PLATFORM, THE SERVICES, OR THIS AGREEMENT, HOWEVER ARISING INCLUDING NEGLIGENCE, EVEN IF LIVD OR OUR AGENTS OR REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LIVD SHALL NOT BE LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE RESULTING FROM ANY CAUSES.

THE LIVD PLATFORM MAY BE USED BY YOU TO RECEIVE LIFESTYLE BENEFITS FROM OUR BENEFITS PROVIDERS WHO ARE INDEPENDENT THIRD-PARTY COMPANIES. YOU AGREE THAT LIVD HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY SERVICES PROVIDED TO YOU BY THESE INDEPENDENT THIRD PARTY COMPANIES OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS.

IF THE JURISDICTION YOU ARE IN DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN  DAMAGES, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

11) Term and Termination of the Agreement

This Agreement becomes effective upon your acceptance of our Terms of Service and Privacy Policy during creation of your User account. This Agreement will terminate thirty (30) days after the end of your employment with an organization that has an active vendor agreement with LIVD in good standing or will terminate thirty (30) days after the termination of the vendor agreement between LIVD and your employer, for whatever reason. This Agreement may be terminated by either party (i) upon seven (7) days’ prior written notice, without cause, or (ii) immediately, without notice, upon the other party’s material breach of this Agreement, including, but not limited to any breach of Section 8 of this Agreement. Users wishing to terminate this Agreement, can do so by emailing us at [email protected] with the subject “Account Deletion Request”. LIVD also reserves the right to immediately terminate this Agreement or deactivate your Account, permanently or temporarily, in the event that we believe, in good faith, that such action is necessary to protect the safety of our Users, the LIVD Platform, or general public. For all other breaches of this Agreement, LIVD will provide notice to the User and opportunity to cure the breach prior to termination of this Agreement. Sections 3, 6, and 9-14 shall survive any termination or expiration of this Agreement.

12) Dispute Resolution

PLEASE READ THE FOLLOWING SECTION CAREFULLY AS IT REQUIRES YOU TO AGREE TO RESOLVE ALL DISPUTES BETWEEN YOU AND LIVD THROUGH BINDING INDIVIDUAL ARBITRATION. AS SUCH, YOU ARE WAIVING ANY STATUTORY OR CONSTITUTIONAL RIGHTS TO SUE IN COURT AS WELL AS THE RIGHT TO RESOLVE CLAIMS ON A CLASS, COLLECTIVE OR REPRESENTATIVE BASIS UNLESS THE APPLICABLE LAWS DO NOT ALLOW FOR THE ENFORCEMENT OF SUCH WAIVERS IN RESPECT OF THE CERTAIN DISPUTES. THIS SECTION 12 SHALL BE REFERRED TO AS THE “ARBITRATION AGREEMENT”.

  1. Scope of Arbitration Agreement: You agree that any disputes or claims (whether contract, tort, or otherwise) between you and LIVD, including our affiliates, subsidiaries, parents, successors, and assigns, and each of our officers, directors, employees, and agents, arising out of or relating to, in any way, your access or use of the Services, any communication regarding LIVD or the Services, or this Agreement will be resolved by binding arbitration on an individual basis, except (i) claims that can be resolved in small claims court so long as the matter remains in such court and advances only on an individual basis and (ii) either party may seek equitable relief for the alleged infringement or other misuse of intellectual property rights, including copyrights, trademarks, trade dress, or patents. This Arbitration Agreement shall apply, without limitation, to all claims and disputes that arose between us before the effective date of this Agreement. 

  2. Arbitration Rules: The arbitrations shall be conducted in the State, Province or Territory of the User’s registered address, in accordance with the arbitration legislation of that State/Province/Territory and this Agreement. The arbitrator shall establish the procedures to be followed in the arbitration, including in respect of document production, oral discovery rights (if any), evidence, procedural motions and the conduct of the hearing, in accordance with the applicable arbitration legislation in the jurisdiction in which the arbitration is being conducted. As part of the arbitration, both parties will have the opportunity for reasonable discovery of non-privileged information that is relevant to the claim and the arbitrator will honor all claims of privilege recognized by law. The arbitration will be conducted by a single neutral arbitrator who will decide the substance of all claims in accordance with applicable rules. Payment of all filing, arbitration, and administrative fees will be governed by applicable laws. Each party shall pay their own attorney’s fees and any costs that are not unique to the arbitration (i.e. costs that each party would incur if the claims were litigated in a court). Any claims or disputes for less than CAD $10,000 may be resolved through binding, non-appearance-based arbitration at the option of the party seeking relief. The arbitrator’s award shall be final and binding and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

  3. Arbitrator Powers: The arbitrator, and not any federal, state/provincial or local court or agency, shall have exclusive authority to resolve any dispute or claim arising from or related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement. In no event shall the arbitrator consolidate more than one person’s claims, or otherwise preside over any form of class, collective or representative proceeding.The arbitrator will have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator will have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and this Agreement. The arbitrator will issue a written statement of decision describing the essential findings and conclusions on which any award (or decision not to render an award) is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The arbitrator’s decision is final and binding on you and the Company.

  4. Waiver of Jury Trial: YOU AND LIVD MUTUALLY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND RECEIVE A TRIAL IN FRONT OF A JUDGE OR JURY FOR ALL CLAIMS, EXCEPT AS EXPRESSLY OTHERWISE PROVIDED IN THIS AGREEMENT OR REQUIRED BY APPLICABLE LAW. You and LIVD are instead electing to have claims and disputes resolved by arbitration. Court review of an arbitration award is limited and in any litigation over whether to vacate or enforce such award YOU AND LIVD WAIVE ALL RIGHTS TO A JURY TRIAL and elect to have the dispute resolved by a judge.

  5. Waiver of Class or Consolidated Actions: YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, ALL CLAIMS AND DISPUTES BETWEEN YOU AND LIVD WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, COLLECTIVE OR REPRESENTATIVE BASIS. CLAIMS OF MORE THAN ONE USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER USER. Notwithstanding any other provisions of the Agreement or this Arbitration Agreement, disputes regarding the validity, applicability, scope, revocability, or enforceability, of this waiver of class may only be resolved by a civil court of competent jurisdiction. If the waiver of class is determined to be unenforceable, the case must be litigated in a civil court of competent jurisdiction.

  6. Right to Waive: The party against whom the claim is asserted may waive any rights and limitations set forth in this Arbitration Agreement. Such waiver will not waive or affect any other portion of this Arbitration Agreement.

  7. Survival: This Arbitration Agreement will survive termination of this Agreement and any termination of your relationship with LIVD.

  8. Severability: If any provision or part thereof of this Arbitration Agreement is held to be or becomes illegal, invalid, unenforceable, or non-binding, such provision shall be severed and the legality, validity, and enforceability of the other provisions in this Arbitration Agreement shall not be affected.

  9. Opt-out: You may opt out of this Arbitration Agreement. If you do so, neither you nor LIVD can force the other to arbitrate as a result of this Agreement. To opt out, (i) you must notify the Company in writing no later than thirty (30) calendar days after first becoming subject to this Arbitration Agreement, (ii) your notice must include your name and address, and the email address you used to set up your account, and (iii) a clear and unequivocal statement that you want to opt out of this Arbitration Agreement. You must send your opt-out notice to [email protected]. Should you not opt-out of the Arbitration Agreement within the 30-day period, you and LIVD shall be bound by terms of this Arbitration Agreement in full. YOU SHOULD ASSUME THAT, IN THE FUTURE, CASES WILL BE FILED AGAINST THE COMPANY THAT ATTEMPT TO ASSERT CLASS, COLLECTIVE, OR REPRESENTATIVE CLAIMS, WHICH IF SUCCESSFUL COULD RESULT IN SOME MONETARY RECOVERY TO YOU. HOWEVER, BY AGREEING TO THIS ARBITRATION AGREEMENT YOU ARE AGREEING THAT YOU WILL NOT PARTICIPATE IN OR SEEK TO RECOVER MONETARY OR OTHER RELIEF FOR SUCH CLAIMS IN ANY COURT ACTION OR CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION. INSTEAD, YOU MAY BRING YOUR CLAIMS AGAINST LIVD IN AN INDIVIDUAL ARBITRATION PROCEEDING AND, IF SUCCESSFUL ON SUCH CLAIMS, YOU COULD BE AWARDED MONETARY OR OTHER RELIEF. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may have entered into with us or may enter into with us in the future. You have the right to consult with counsel of your choice with respect to this Arbitration Agreement and you will not be subject to retaliation if you exercise your right to opt-out of this Arbitration Agreement.

13) Confidentiality

You agree that you will not use any technical, strategic, financial, or other proprietary  information relating to LIVD’s business and operations for any purposes other than as contemplated in this Agreement. You also agree that you will not disclose or permit disclosure of any such information to third parties and that you will take all reasonable measures to protect the secrecy of such information and prevent it from falling into the public domain.

14) General

This Agreement shall be governed by the laws of Ontario and the place of this Agreement is Toronto, Ontario. You agree that LIVD may assign or transfer these Terms in whole or in part, at our sole discretion without notice to you, except as required by law, including to a subsidiary or affiliate, an acquirer, or a successor. You may not assign or transfer these Terms, in whole or in part, without LIVD’s prior express written consent.

If any provision or part thereof of this Agreement is held to be or becomes illegal, invalid, unenforceable, or non-binding, the legality, validity, and enforceability of the other provisions in this Agreement shall not be affected. In that event, the parties shall replace the illegal, invalid, unenforceable, or non-binding provision or part thereof with a provision or part thereof that is legal, valid, enforceable, or binding and that has, to the greatest extent possible, a similar effect as the illegal, invalid, unenforceable, or non-binding provision or part thereof, given the contents and purpose of this Agreement.

This Agreement constitutes the entire agreement and understanding between you and LIVD with respect to the subject matter hereof and replaces and supersedes all prior agreements or understandings regarding such subject matter. In this Agreement, the words “include,” “includes” and “including” mean “including, but not limited to.”

The parties have expressly requested that this Agreement and all documents, including notices, related to this Agreement be drafted in the English language. Les parties aux présentes ont expressément exigé que la présente convention, ainsi que tous documents, y compris avis, connexes soient rédigés en anglais.