Last Updated: November 20, 2014
Welcome to LiveAnswer. We developed the LiveAnswer Service (the "Services") to make it easy for you to create your own call center, without building the infrastructure ordinarily required to do so. Our goal is to service your customer calls, so that you may focus on creating and enhancing your products, and running your business.
We have tried to draft this Subscription Service Agreement (the "Agreement") to be readable to people like us. Unfortunately, the realities of the legal world make that a difficult task. So, please contact us if you have questions regarding this Agreement, or would like to better understand how we do things at LiveAnswer.
PLEASE READ CAREFULLY THE TERMS AND CONDITIONS OF THIS SUBSCRIPTION SERVICES AGREEMENT (THE "AGREEMENT"), BEFORE CLICKING "I ACCEPT" BUTTON BELOW. BY CLICKING "I ACCEPT," YOU ACKNOWLEDGE HAVING READ AND UNDERSTOOD THIS AGREEMENT, AND YOU CONFIRM YOUR ACCEPTANCE OF THE SERVICES BASED ON THE TERMS OF THIS AGREEMENT.
THE SERVICE IS PROVIDED THROUGH THE WEBSITE LOCATED AT WWW.LIVEANSWER.COM (THIS "SITE"). ONLY PARTIES THAT ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT MAY USE THE SERVICES. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS HEREIN, LIVEANSWER WILL NOT PROVIDE THE SERVICES TO YOU, AND YOU SHOULD CLICK ON THE "I DO NOT ACCEPT" BUTTON TO DISCONTINUE ACCESS.
Subject to the terms and conditions of this Agreement, LiveAnswer hereby grants to you ("you" and "your" as used in this Agreement means an individual or single entity) the following rights, provided that you comply with all of the terms and conditions of this Agreement.
(a) Use of the Service. You may use the Services that you select on the LiveAnswer website solely for your internal business purposes, subject to your agreement to, and compliance with, the terms and conditions of this Agreement.
(b) Limitations. This is an Agreement for the Services, and you are not granted any license including, without limitation, to any LiveAnswer software hereunder. In addition, you are not licensed or permitted to do directly or indirectly any of the following: (i) modify, translate, rent, sublicense (including offering the Services to third parties on an outsourcing or service bureau basis), or create derivative works based on the Services; (ii) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of, or found at or though the Services or any software, documentation, data or materials related to the Services; (iii) remove any proprietary notices or labels from the Services; (iv) assign, loan, resell, copy, transfer or distribute the Services or related materials or create derivative works based upon the Services or any part thereof; or (v) use the Services in connection with any illegal, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, profane, sexually explicit, hateful or otherwise objectionable purposes including, without limitation, any purpose that encourages fraudulent activity or encourages conduct that would constitute a criminal offense, give rise to any liability, or otherwise violate any applicable laws, rules or regulations. You represent and warrant that you will use the Services only in compliance with this Agreement and all applicable laws, rule and regulations.
(c) Services and Support. The duration of all inbound or outbound telephone calls are measured from call connect to disconnect, as those timeframes are recorded by LiveAnswer's call center platform provider. Any technical support provided as part of the Services will be conducted solely through the email address you provide to LiveAnswer through our website while registering for the Services.
(d) Usage. You agree to use LiveAnswer in a manner that complies with federal, state and local laws. Our service must be used in a manner that is not deceptive or misleading.
(e) Customer Termination. You can discontinue your service or cancel your LiveAnswer account at any time.
(f) Liability. LiveAnswer cannot be held liable for an error or misinformation provided by a LiveAnswer agent to your customer or prospect due to inaccurate script information, lack of script detail, confusing and misleading business information, caller pressure or any other instance in which a LiveAnswer agent is expected to respond.
(g) Suspicion of Unauthorized or Illegal Use. LiveAnswer may restrict your use of or reserve the right to not provide you with the Services if it believes that the sale of your product or services is in violates of this Agreement or applicable law. You hereby grant LiveAnswer authorization to share information with law enforcement agencies about you, your transactions, or your LiveAnswer account if LiveAnswer reasonably suspects that your use of the Service is for an unauthorized, illegal or criminal purpose.
2. Reservation of Rights and Ownership
The Services are used and not licensed or sold, and LiveAnswer reserves all rights not expressly granted to you in this Agreement. The Services are protected by copyright, trade secret and other intellectual property laws. LiveAnswer and its licensors own the title, copyright and any other worldwide intellectual property rights in the Services. This Agreement does not grant you any rights to trademarks or service marks of LiveAnswer. For avoidance of doubt, all telephone numbers provided by LiveAnswer hereunder shall remain the property of LiveAnswer or its licensors, provided that LiveAnswer may make such telephone numbers available for purchase in its discretion.
3. Authority and Accuracy of Information
You warrant that you have all necessary rights and authority to request and receive the Services hereunder, and to provide to LiveAnswer any and all information you enter through the website (the "Site Information"). You also agree to permit LiveAnswer to access, use and disclose the Site Information as necessary to provide the Services. In consideration of your use of the Services, you agree to provide accurate, current and complete information about yourself, your company and the products and services that you sell through use of the Service, or as requested by LiveAnswer to maintain and promptly update all such information as is necessary to keep the information that LiveAnswer needs and relies upon as true, accurate, current and complete. By accepting the terms and conditions of this Agreement, you also represent and warrant that you are 18 years of age or older and that, if you have accepted the terms and conditions of this Agreement on behalf of any business (such as a corporation, partnership, limited liability company or other organization), you have legal authority to do so. Any changes to information about you or your company should be made on the LiveAnswer website. If you provide information that is untrue, inaccurate, not current or incomplete, LiveAnswer may suspend or terminate your account, and refuse any current or future use of the Services.
4. Verification of Customers
LiveAnswer will accept all calls for the sale of your products or services. However, you are solely responsible for verifying the identity of your users, and determining their eligibility to purchase your products and services. LiveAnswer does not guarantee or assume any liability for transactions authorized and completed for you with your customers or prospects, even if reversed or charged-back by your customers and their banks or credit card companies. You are solely responsible for the sale of your products or services, and you agree to indemnify LiveAnswer for claims made based on a customer's use of your products or services that originated with a call made to or through the Service.
5. Scripted Readings
You will provide us with scripted texts that enable our personnel to answer questions raised by your customers and prospects about your products and services. LiveAnswer will train its call center personnel to answer questions about your products or services based on the scripted texts that you provide. LiveAnswer will use its best efforts not to deviate from your scripts. Notwithstanding, you recognize that, in any human encounters regarding the purchase and/or sale of products, and services or giveaways, it is not possible to anticipate and prepare for every conceivable question about your products and services that we may be asked. Therefore, in instances in which LiveAnswer's call center staff cannot answer questions raised by your customers or prospects, LiveAnswer will direct their questions to you for a more detailed response. You, and you alone, are responsible for providing more detailed answers to your questions of your customers and prospects that LiveAnswer cannot answer. For that reason, your registration forms will identify the email addresses and telephone numbers of your employees to whom LiveAnswer may forward calls and questions that it cannot answer.
6. Access to the Services
Subject to the terms and conditions herein, only those individuals ("Authorized Personnel") you identify through the website's member administrative panel are authorized to access and use the Services. LiveAnswer will provide to you a Password for each such Authorized Personnel, and the Services shall be accessed by Authorized Personnel through the LiveAnswer webiste solely through the use of their respective Passwords. You are responsible for providing Authorized Personnel with adequate technology (e.g., hardware and software) to access the Services hereunder. Subject to the terms herein, you will use all reasonable measures to prevent unauthorized access to or use of the Services by any person or entity including, without limitation, ensuring that Authorized Personnel adhere to the restrictions hereunder and any terms, conditions or rules that appear throughout the website from time to time, and keeping and ensuring that all Authorized Personnel keep all user identification numbers and Passwords confidential, and that they are not shared with any other person. You are responsible for all Password usage. You will promptly notify LiveAnswer if any personnel (including former personnel) are no longer authorized to access the Service, or if any Password is otherwise compromised. LiveAnswer is not liable for any loss or damage arising from failure to comply with this Section.
7. Payment and Payment Disputes
All payments (including any applicable taxes) must be made by credit card or bank draft, in United States dollars or any alternative currency as we specify. You are responsible for all subscription fees or other charges incurred by you until the termination of your use of the Services. Price and availability of the Services is subject to change without notice. You agree to submit and maintain accurate payment card account information on the LiveAnswer website, and to provide LiveAnswer with any changes in your payment card or bank account information at the time of such event. If LiveAnswer (or its designated agent) does not receive payment authorization from your payment card clearing service, LiveAnswer may immediately suspend or terminate your use of the Services. You are responsible for the payment of all charges associated with the use of the LiveAnswer website using your user ID and password. You understand and agree that LiveAnswer maintains the right to investigate your credit in connection with payment for the Services, and may require a letter of credit and/or a security deposit to ensure payment hereunder. You agree to pay all costs and attorneys' fees in connection with LiveAnswer's collection of past due fees hereunder in which LiveAnswer prevails.
The Services are offered on a subscription fee basis. This means that payment will renew automatically at the end of the applicable subscription period at the rate then in effect, unless you provide notice of non-renewal at least thirty (30) days prior to expiration. Monthly recurring subscription fees for Services are billed in advance of each month; provided, however, that any Services that exceed the usage volumes under the subscription purchased will be billed at the end of each such month. Unless otherwise indicated by LiveAnswer in writing, all invoices are billed automatically with the credit card linked to your account. Billing is based on a minimum call length of 30 seconds rounded up in 6 second increments to the subscriber and other necessary users as indicated in your account settings. The maximum wrap-up time per call is 30 seconds.
You may, in good faith, dispute amounts billed for Services that exceed usage volumes under the subscription purchased by you, by providing LiveAnswer with written notice of such dispute within thirty (30) days of the invoice date at the address listed on such invoice. For amounts not paid when due (excluding fees disputed in good faith in accordance with the foregoing sentence), LiveAnswer may assess, and you shall pay, a service charge accruing thereafter until the date of payment equal to the lesser of the rate of one and one-half percent (1.5%) per month, or the maximum lawful interest rate applicable. In addition, LiveAnswer may assess and you shall pay a service charge of $25.00 for each payment that is not cleared through the payment card or bank account information you provide through the Site. Unless you take action to cancel your automatically-renewing subscription through one of the methods described below, LiveAnswer will automatically charge your payment card listed on your account to renew the Services. You may cancel your subscription to the Services by providing written notice to LiveAnswer by clicking on the "Cancel" link and following the instructions therein. If the Services are terminated by LiveAnswer, you are not entitled to receive a refund of any unused credits at the time of termination.
LiveAnswer's refund policy for the Services is as follows: LiveAnswer considers all sales to be final. Refunds for transactions made through the Website may be made at the sole discretion of LiveAnswer. Refunds will be issued solely in the form of credits for future Services. Refunds will generally be considered only for cases in which a LiveAnswer product or service fails to perform according to its explicitly stated specifications. In order to be eligible for a refund, you must supply the transaction confirmation to LiveAnswer pertaining to the subject product or service.
9. Security and Fraud Controls
10. Your Privacy
11. Privacy of Others
You represent to LiveAnswer that you are and will continue to be in compliance with all applicable privacy laws. You also represent that you have obtained all necessary rights and consents under applicable law to disclose to LiveAnswer, or allow LiveAnswer to use, any Site Information that you provide to us or have obtained by us from your customers or prospects including, without limitation, information that LiveAnswer obtained directly from your customers or prospects. As between you and LiveAnswer, you are solely responsible for disclosing to your customers or prospects that LiveAnswer provides call center services only, and that your customers or prospects may be required to provide information and data to LiveAnswer for that purpose. LiveAnswer will strictly receive calls for the sale of your products and services. LiveAnswer will not place unsolicited sales calls to your to customers or prospects, as that is not part of our business model, and may also violate various privacy laws. If you receive information from use of our Service about third parties by accident or intentionally, you will keep such information confidential. You may not disclose or distribute any such information to a third party, or use any such information for marketing purposes, unless you receive the express consent of the LiveAnswer to do so.
LiveAnswer may terminate this Agreement and/or the provision of the Services at any time for any reason. After termination or expiration of this Agreement, you hereby authorize LiveAnswer to charge your payment card or bank account for all Services rendered hereunder up to the date of the termination or expiration. Any termination or expiration of this Agreement shall not affect any right to relief to which LiveAnswer may be entitled, at law or in equity. Upon termination of this Agreement, all rights granted to you will terminate and revert to LiveAnswer. LiveAnswer will delete any Site Information upon termination or expiration of this Agreement. Following termination or expiration hereof, Sections 2, 3, 5, 7-18 and any other provisions of this Agreement that would reasonably be expected to survive termination or expiration of this Agreement will so survive.
13. Exclusion of Warranty
LIVEANSWER MAKES NO WARRANTY OF ANY KIND REGARDING THE SERVICES, THIS WEBSITE OR ANY RELATED MATERIALS PROVIDED ON THIS WEBSITE, OR THIRD PARTY PRODUCTS AND SERVICES, ALL OF WHICH ARE PROVIDED SOLELY ON AN "AS IS" AND "AS AVAILABLE" BASIS. LIVEANSWER DOES NOT WARRANT THE ACCURACY, COMPLETENESS, CURRENCY OR RELIABILITY OF THE SERVICES AND EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, INCLUDING IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE. LIVEANSWER MAKES NO WARRANTY OF ANY KIND REGARDING THE QUALITY OF THE SERVICES PROVIDED BY IT OR ANY THIRD PARTY IN CONJUNCTION WITH THIS SITE, AND DOES NOT WARRANT THAT IT WILL HAVE SUFFICIENT RESOURCES TO HANDLE UNEXPECTED INCREASES IN CALL VOLUMES. IN ADDITION, LIVEANSWER DOES NOT WARRANT THAT THE SERVICES OR ITS WEBSITE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, AND LIVEANSWER DISCLAIMS ANY RESPONSIBILITY FOR ANY DAMAGE CAUSED BY THE SERVICES INCLUDING, BUT NOT LIMITED TO, ANY INABILITY TO ACCESS THE SERVICES OR THIS WEBSITE. LIVEANSWER DOES NOT WARRANT THAT THIS WEBSITE, ITS SERVERS OR ANY INFORMATION OR MATERIALS PROVIDED FROM THIS WEBSITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. LIVEANSWER IS NOT RESPONSIBLE FOR TRANSMISSION ERRORS, CORRUPTION OF DATA OR THE SECURITY OF INFORMATION CARRIED OVER TELECOMMUNICATION LINES. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE ABOVE DISCLAIMER OR CERTAIN PORTIONS OF IT MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC RIGHTS WHICH VARY FROM STATE TO STATE.
You and LiveAnswer will hold in confidence all information obtained from the other party in connection with the Services that, by the nature of the circumstances surrounding its disclosure, should reasonably be regarded as confidential or proprietary (collectively, "Confidential Information"). You and LiveAnswer also agree to use Confidential Information only for purposes of this Agreement, provided that these restrictions will not apply to any information that (i) was already known to a party without obligation of confidentiality; (ii) is or becomes properly available to a party (under conditions which do not restrict further disclosure) from a third party source; or (iii) is or becomes part of the public domain through no fault of the receiving party.
15. Limitation of Liability
IN NO EVENT SHALL LIVEANSWER BE LIABLE FOR ANY INJURY, LOSS, CLAIM, DAMAGE, OR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE OR SIMILAR DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO LOSS OF DATA, LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF GOODWILL OR THE LIKE) WHETHER BASED IN CONTRACT, TORT (INCLUDING FOR NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, WHICH ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH ANY USE OF THIS WEBSITE OR THE SERVICES, OR INFORMATION, DATA OR OTHER MATERIALS PROVIDED THROUGH THE WEBSITE OR THE SERVICES. IN NO EVENT WILL LIVEANSWER'S AGGREGATE LIABILITY IN CONNECTION WITH THE SERVICES OR THE TRANSACTIONS CONTEMPLATED HEREUNDER EXCEED THE AMOUNT YOU PAID FOR THE SERVICES. THE PARTIES ACKNOWLEDGE THAT THE FOREGOING LIMITATIONS ARE AN ESSENTIAL ELEMENT OF CONSIDERATION UNDER THIS AGREEMENT.
ANY THIRD PARTIES PROVIDING SERVICES AND PRODUCTS THROUGH THIS WEBSITE ARE INDEPENDENT CONTRACTORS AND NOT AGENTS OR EMPLOYEES OF LIVEANSWER. LIVEANSWER IS NOT LIABLE FOR THE ACTS, ERRORS, OMISSIONS, REPRESENTATIONS, WARRANTIES, BREACHES OR NEGLIGENCE OF ANY SUCH THIRD PARTIES OR FOR ANY OTHER DAMAGES OR EXPENSES RESULTING THEREFROM. IN NO EVENT WILL LIVEANSWER BE LIABLE TO YOU FOR NON-PERFORMANCE OF A THIRD PARTY'S OBLIGATIONS, INCLUDING ANY OBLIGATION TO ASSURE THE INFORMATION, DATA OR MATERIALS RECEIVED OR PROVIDED HEREIN COMPLIES WITH ANY REGULATORY OR OTHER LEGAL MANDATES. LIVEANSWER EXPRESSLY RESERVES THE RIGHT TO CORRECT ANY ERRORS ON THIS WEBSITE, AND WILL NOT BE LIABLE FOR ANY SUCH ERRORS. SOME STATES DO NOT ALLOW THE ENCLOSED LIMITATION OF LIABILITY, SO THE ABOVE LIMITATION OR SOME PORTIONS OF IT MAY NOT APPLY TO YOU IF REJECTED BY A COURT.
You shall indemnify, defend, and hold harmless LiveAnswer and its officers, directors, employees and agents from and against all claims, demands, suits, actions, or proceedings initiated by a third party and all related losses, liabilities, damages, costs and expenses (including, without limitation, reasonable attorneys' fees) brought by or on your behalf or by third parties as a result of your violation of this Agreement, or your use of this webiste or the Services (including, without limitation, any violation by you of this Agreement).
17. Injunctive Relief
You acknowledge that a violation or attempted violation of the terms of this Agreement will cause such damage to LiveAnswer that will be irreparable, the exact amount of which would be difficult to ascertain and for which there will be no adequate remedy at law. Accordingly, you agree that LiveAnswer shall be entitled to an injunction restraining such violation or attempted violation of these terms and conditions by you, or your affiliates, partners, or agents, and to recover from you any and all costs and expenses sustained or incurred by LiveAnswer in obtaining such an injunction including, without limitation, reasonable attorney's fees.
18. Independent Contractor Relationship
The relationship between LiveAnswer and you will be that of independent contractors, and neither of us nor any of our respective officers, agents or employees will be held or construed to be partners, joint ventures, fiduciaries, employees or agents of the other.
19. Governing Law
This Agreement and its performance shall be governed by the laws of the state of Florida, in the United States of America, without regard to its conflict of laws provisions. You consent and submit to the exclusive jurisdiction of the state and federal courts located in Miami-Dade County, Florida, in the United States of America, in all questions and controversies arising out of your use of this website, the Services, and this Agreement. YOU AND LIVEANSWER HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER ON ANY MATTERS ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREUNDER, INCLUDING WITHOUT LIMITATION THE SERVICES.
20. Enforceable, Electronic Contract
LiveAnswer and Customer agree that this Agreement is a valid and enforceable contract under Florida Statutes 668.50 – Uniform Electronic Transaction Act, and that all of the requirements for enforceability under the foregoing act have been met to ensure the validity and enforceability of this Agreement. Furthermore, LiveAnswer and Customer agree that this Agreement is validly executed by them based on Customer's click on the "I Accept" button, and that the electronic agreement is enforceable under the Electronic Signatures in Global and National Commerce Act, P.L. 106-229, as adopted by the State of Florida in Florida Statutes 668.50(3)(b)(5).
You may not assign this Agreement or any of its obligations, rights or remedies hereunder without the prior written consent of LiveAnswer, and any attempted assignment will be void unless consented to in writing by LiveAnswer.
These terms and conditions shall be deemed severable. In the event that any provision is determined to be unenforceable or invalid, such provision shall nonetheless be enforced to the fullest extent permitted by applicable law, and such determination shall not affect the validity and enforceability of any other remaining provisions.
23. References to Our Relationship
You agree that LiveAnswer may identify you as a customer on the LiveAnswer website or in LiveAnswer marketing literature. However, neither you nor LiveAnswer will imply any untrue sponsorship, endorsement or affiliation. You and LiveAnswer will seek the other's consent before using the other's name in any press releases.
The headings used in this Agreement are included for convenience only and will not limit or otherwise affect the terms and conditions herein.
All notices under this Agreement will be deemed given when electronically sent to you at the email or other addresses that you use to register your account with LiveAnswer. LiveAnswer may use subcontractors to provide some or all of the Services hereunder. No failure of either party to exercise or enforce any of its rights under this Agreement will act as a waiver of such rights or any other rights unless such waiver is set forth in a writing signed by the waiving party. No purchase order, invoice or similar document will, by its terms, amend or supplement the terms and conditions of this Agreement, even if accepted or signed by the receiving party. The exercise by LiveAnswer of any remedies under this Agreement will be without prejudice to its other remedies under this Agreement, at law, in equity or otherwise. This Agreement, together with any terms and conditions incorporated herein or referred to herein, constitute the entire agreement between the parties relating to the subject matter hereof, and supersedes any prior understandings or agreements (whether oral or written) regarding the subject matter, and may not be amended or modified, except in writing or by making such amendments or modifications available on this Site.