Terms of Service
Last updated: August 4th, 2009
1. Acceptance of Terms:
LiveOps, Inc. (“LiveOps” or “us” or “we”) welcomes you to LiveWork, our website located at http://www.livework.com and related sub-domains (the “Site.”) Through the Site, LiveOps provides an online portal & platform for on-demand business process outsourcing where providers of work opportunities “Clients” can crowdsource business process work to an “on-demand” workforce (“Providers” and “Experts”) who offer services to perform the work. Through the Site, LiveOps makes available to you information about our products, services, and users, as well as tools, services, and other resources to enable people to come together and collaborate to perform work (all of which, along with the Site, are collectively referred to herein as “the Service.”)
By using or accessing any part of the Service you (“you” or “user”) are agreeing to these Terms of Service (“Terms of Service” or “Agreement,”) which includes our Privacy Policy (which may be found at (http://pages.livework.com/privacy.html), and all other policies or notices posted by us on our websites (“Policies”) which are hereby incorporated by reference into, and made part of, these Terms of Service.
If you agree to these Terms of Service on behalf of a business entity, you hereby represent and warrant that you are duly authorized to bind that business to these Terms of Service.
If you don’t agree to these Terms of Service, do not use the Service. We reserve the right to change these Terms of Service at any time without any notice to you. Any changes will be effective upon the posting of the updated Terms of Service or Policies on the Site. It is your responsibility to review these Terms of Service from time to time for any changes, as it creates a binding legal agreement between you and LiveOps. If you use the Service after we’ve changed any of the Terms of Service, you are agreeing to all of the changes.
2. Permission to Use the Service
You have our permission to use the Service, but only if:
• you are over 18 years of age;
• you are a legal entity or individual who can form legally binding contracts;
• your use of the Service does not violate any applicable law or regulation;
• you do not copy the Service or any part of the Service;
• you do not modify the Service or any part of the Service;
• you follow all the rules and restrictions we’ve spelled out in these Terms of Service.
3. Accounts; Passwords; Registration Information; Security
You may need to set up an account in order to use some of the features of the Service. You may not use someone else’s account without permission. When you are setting up your user account or otherwise registering to use the Service, you must give us accurate and complete information and you must update this information to maintain its truth, accuracy, and completeness. This means that you cannot set up an account using someone else’s name or contact information, or a phony name or phony contact information. You have complete responsibility for your account and everything that happens on your account. This means you need to be careful with your password. If you find out that someone is using your account without your permission, you must let us know immediately. You may not transfer your account to someone else. We are not liable for any damages or losses caused by someone using your account without your permission. However, if we (or anyone else) suffer any damage due to the unauthorized use of your account, you may be liable. If you are a Client or Provider, when you register for certain features of the Service, you may be able to add users to your Client or Provider account. If you are authorized to add users to your account, then you represent, warrant and agree that you will ensure that any such users only use the Service in accordance with and subject to the terms of this Agreement and you are fully responsible for any action of such user that violates the terms of this Agreement.
4. Internal Business and Personal Use Only
We are making the Service available to you for your information and your personal or internal business use only. You may not (and you agree not to) use, copy, distribute, transmit, broadcast, re-sell, or do anything else with the Service for any other purpose.
5. Definitions
LiveOps makes the Service available as an online portal where users, including Clients, Providers, and Experts, can come together to take advantage of the features of the Service, and connect with each other to collaborate and execute agreements for work opportunities.
“Client” as used herein means a business entity or individual who wishes to purchase outsourced services and who uses the Service to post a work opportunity (a “Project”) and to connect with other users (“Providers” & “Experts”) who wish to bid for and provide services to complete a Project.
“Provider” as used herein means an individual or business entity who uses the Service to connect with Clients and bid on Client Projects, and to connect with the community of users (“Experts”) who can provide on-demand workforce services in order to complete Projects.
“Expert” as used herein means an individual or business entity who uses the Service to find work opportunities, and to connect with Clients and Providers to bid on and provide services to complete a Project, or components of a Project (“Tasks.”)
“Company” or “BPO” means a Provider who wishes to leverage its existing workforce in providing services to a Client. A Company may organize and recruit teams that include that Company’s Affiliated Experts. By enabling Company Invoicing though the Service for specific Projects, a Company may be paid directly by the Client for Tasks completed by the Company’s Affiliated Experts.
“Workforce” means, individually or collectively, the Experts, Companies and Providers, who use the service to find work opportunities, to connect with Clients and Providers, and to offer and provide services to the Client or Provider, either independently or as a team.
“Affiliated Expert” means an Expert who has registered as an affiliate of a particular Company. An Expert may establish an affiliation with a Company by identifying the Company name in the Expert’s Account profile. The Company must then also accept the Expert’s requested affiliation in order for it to be effective. Affiliated Experts may be employees of the Company, independent business owners, or freelancers. Affiliated Experts agree that when they establish an affiliation with a Company in their Account profile, and the Company enables Company Invoicing, the Company can then collect from the Client any fees earned by such Expert for Tasks completed through the Service.
“Project” means a work opportunity that is posted on the Service by a Client.
“Request for Proposal” or “Post Project” form means the description of a Project as defined in the Post Project form that is posted by the Client through the Service. The Post Project form includes information such as a description of the Project, services requested, requirements for the Project (such as skills requirements or qualifications for service providers), the terms and conditions applicable to the services, the Work Requirements, including fees payable to Providers and Experts, and any defined due dates for services to be performed.
“Project Agreement” means the terms and conditions agreed upon by the Client, the Provider and the Workforce with respect to a Project.
6. LiveWork Relationships
LiveOps Provides the Forum
LiveOps makes the Service available as an on-line venue for users of the Service to enter into and complete transactions. LiveOps has no role or involvement in the contracting between users of the Service, including but not limited to, any agreements entered into between Clients, Providers, and Experts who have connected through the Service. LiveOps has no control over, and makes no representations or guarantees with respect to, the quality, safety or legality of any Projects or Tasks, the truth or accuracy of any work opportunities, Projects, or other listings posted on the Service, or the qualifications, skills, education, background, or abilities of any users of the Service, including but not limited to the ability of any Provider or Expert to deliver any services offered, the ability of any Client or Provider to pay for any services provided, or that any user will actually complete any transaction.
The Service provides tools that can help users to assess and evaluate the skills, work history, and other specified qualifications of the Client and the Workforce, , but LiveOps does not conduct any screening or other verification with respect to Clients, Providers, or Experts, nor do we provide any recommendations. Whether as a Client, Provider, or Expert, you use the Service at your own risk.
Each Client, Provider and Expert acknowledges and agrees that when you use the Service to connect with other users and when you enter into transactions with other users through the Service, you are contracting directly with such other users. You must look solely to such other users for enforcement and performance of all the rights and obligations arising from such services, including any applicable terms, conditions, representations, or warranties associated with such dealings.
You agree not to enter into any contractual provisions with other users that are in conflict with these Terms of Service. Any provision of a Project Agreement in conflict with these Terms of Service is void. The Client, Provider, and Expert each hereby covenants and agrees to act with good faith and fair dealing in performance of their respective Project Agreements.
Each Client and Provider and Expert acknowledges and agrees that the value, reputation, and goodwill of the Service depend on your performance in accordance with these terms of Service and your respective Project Agreements. LiveOps has the right to take any action with respect to your use of the Service, including without limitation suspension, termination, or other legal actions, as LiveOps in its sole discretion deems necessary to protect the value, reputation, and goodwill of the Service.
These Terms of Service and any use of the Service by you, and/or the provision of the Service by LiveOps, will not be construed as creating or implying any relationship of employment, agency, franchise, partnership, or joint venture between you and LiveOps.
Transactions between Users of the Service
Users agree that when a Client assigns a Project or Task(s) to a Provider or an Expert, the Client agrees to purchase and pay for, and the Provider and Expert, as applicable, each agrees to deliver, the services in accordance with the information defined in the Post Project form, the associated requirements identified therein, these Terms of Service, and any other contract agreed to by the Client and Provider and Expert, as applicable, to such Project (your “Project Agreement.”)
Users who are Clients agree that upon an Expert’s or Provider’s completion of an assigned Task in accordance with the requirements identified in the Post Project form, including the Task Description, the associated Project requirements, and/or your applicable Project Agreement, you will pay the applicable Task fees, hourly fees or other project fees, and you will pay any applicable Provider fees, each as specified in the Post Project form details.
Each Client, Expert and Provider acknowledges and agrees that Client must approve each completed Task or Project before the Expert or Provider will be paid for the services performed. When a Client posts a Project or Task, the Client may select either a manual or automatic task approval mechanism. Client is solely responsible for determining the appropriate approval mechanism for each Task or other Project deliverables and Client assumes all responsibility associated with its selection.
Users who are Clients understand and agree that when the Client approves a completed Task(s) or Project(s) through the Service via the designated task approval mechanism (either manual or automatic), such Client is expressly indicating its acceptance of the services performed and Client’s agreement to pay for such Services each in accordance with the terms of the Project Post. Furthermore, by clicking “Pay” in the invoicing screens and thereby issuing payment instructions through the Service, Client is expressly indicating its explicit consent to process such payment to the Expert or Provider and Client’s acceptance of the quality and delivery of the services performed in consideration for such payment.
As a Client, you agree that upon your approval of the Services performed by an Expert or Provider as set forth above, your payment instructions will be transmitted to the Expert or Provider in accordance with your instructions.
Experts and Providers hereby agree that if a Client is not reasonably satisfied with your Services, the Client may reject the Services. As further set forth in the Fees section of this Agreement, you agree that you will be charged a Service Fee for your use of the Service in connection with each payment that is made to you for services performed pursuant to a transaction with other users through the Service. After you have been paid for the applicable services by the Client, you are not entitled to any refund of the LiveOps Service Fee.
Clients and Providers: To the extent you receive any contact or personal information regarding any Expert or Provider who has performed Services for you, you agree that such information may only be used as necessary for you to comply with applicable laws and in accordance with your agreement with the owner of such information and for no other purpose whatsoever.
Experts: Experts can apply through the Service to perform services for any Provider or Client. The Client or Provider will be responsible for evaluating your qualifications to provide those services. When you apply for a Project and when you accept assigned Tasks, you are agreeing to perform the assigned Task in accordance with the Post Project form requirements, including the Task Description, requirements and any other terms and conditions defined by the assigning Provider or Client.
Experts understand and agree that Client or Provider (as applicable) is solely responsible for evaluating your eligibility for membership, or for continued membership, on a Client or Provider Team.
Providers: When a Client posts a Project, the Client will specify in the Work Description if the Client wishes to engage a Provider for the Project, and the fees payable to the Provider for such services (the “Provider Payment.”) By accepting a Project, Provider agrees to provide services to Client according to the terms of your Project Agreement and as specified in the Project Post form.
Each user acknowledges and agrees that this Agreement does not constitute an employment agreement or create or acknowledge an employment relationship (neither with LiveOps nor with any other User.)
Clients and Providers acknowledge that although other users may agree to perform services for you as independent contractors and not as employees, repeated and frequent performance of Services by the same individual Expert or Provider on your behalf, or other factors, could result in re-classification of that employment status. If you have questions regarding this issue, you should seek independent legal or tax advice.
Disputes between Users of the Service: Your use of the Site is at your own risk. Because LiveOps is not involved in the actual transactions between Clients, Providers and Experts, LiveOps will not be involved in resolving any disputes between participants related to or arising out of the Service or any transaction.
Contract Terms Among Clients, Providers and Experts for Transactions:
Users acknowledge and agree that to the extent you enter into transactions with other users through the Service, you assume responsibility to enter into appropriate agreements, as you see fit, to address any applicable legal and business terms and conditions associated with such transactions, including but not limited to terms and conditions with respect to intellectual property ownership of any associated deliverables, confidentiality, warranties, and the like. If you have any questions regarding this issue, and/or the appropriate terms and conditions for such relationship, you should seek independent legal advice.
Notwithstanding the foregoing, unless otherwise expressly agreed to in writing by the parties to the transaction, or unless otherwise provided pursuant to applicable law, users of the Service each agree that the following default terms shall apply to any transactions entered into with other users of the Service:
Client Deliverables: Any copyrightable works prepared by a Provider or Expert for a Client in connection with a services transaction between such user(s) and the Client requesting such services shall be deemed a "work made for hire" for the benefit of the requesting Client. Users agree that no Client Deliverables created or delivered by such User pursuant to a services transaction conducted through the Service will include any pre-existing software, technology or other intellectual property, whether such pre-existing intellectual property is owned by the User or any third party without obtaining the prior written consent of the requesting Client to the inclusion of such preexisting intellectual property.
Confidential Information Exchanged Between Users Pursuant to User Transactions: To the extent users exchange confidential information in the course of engaging into transactions with other users through the Service, each User understands and agrees that it is their independent responsibility to ensure that appropriate agreements are in place between such users to ensure the protection of any such confidential information. Notwithstanding the foregoing, each user agrees that they shall protect the secrecy of other users’ confidential information with the same degree of care as it uses to protect its own confidential information, but in no event with less than due care, and shall not: (i) disclose confidential information to any third parties excepted as directed by the owner of such information for purposes of the relevant services transaction, ; and (ii) use the confidential information, except as necessary for the performance of Services for the relevant transaction.
LiveOps’ Participation as a User of the Service
References to LiveOps in these Terms or Service refer solely to LiveOps as the host and provider of the Service. LiveOps may also from time to time use the Service as a Client or as a Provider.
7. User Profiles
The Service allows users to create unique user profiles (“Profile(s)”) which are available for viewing by other users.
Users may be required to complete certain Profile information in order to apply to a Project.
All user Profile information, including but not limited to the Business Status, Self-Declared Skills, Overview, Services Offered and Education information, is provided solely by the individual user and has not been verified by LiveOps.
Users who are Experts may elect to identify individual Self Declared Skills in your user profile. You may also add Certified Skills to your profile by taking tests and successfully completing certifications through the Service. Certified Skills testing services are available through the Service and are provided by ExpertRating, a third party testing services provider. Your use of the ExpertRating testing services is subject to the ExpertRating terms of service, available at http://www.expertrating.com/tos.asp. You acknowledge and agree that ExpertRating provides the content of the tests, the test questions, the methodology for and the scoring of the tests, and the standards for passing the tests. In some instances, LiveOps may provide content, test questions, methodologies and scoring support for certain tests in the testing catalog. In addition, for any given test, there may be restrictions on the number of times you may take a test, and there may be a required waiting period between re-taking of tests. LiveOps is not responsible for the integrity of the testing process implemented by ExpertRating, or the accuracy, results or content of the Tests or the testing services. In the event you have any questions or concerns about the Certification Tests, or in the event a user disputes his or her test results, users should contact ExpertRating directly. You agree that if you successfully complete a Certification Skills tests through the Service, your completed certifications will appear as “Certified Skills” on your user profile. By taking tests made available to you through the Service, you agree that your test results will be automatically posted on your user profile, available for public viewing by all users of the Service. You may voluntarily elect to hide your Certified Skills, or delete your Self Declared skills and your test results from your profile. Clients may require Experts or Providers to demonstrate completion of certain Certified Skills in order to be eligible to apply for a Project.
8. LiveWork Transactions
LiveOps shall have no responsibility for determining the applicability of or for remitting or withholding any taxes applicable to services provided by and between users of the Service. Nor does LiveOps assume responsibility for processing or for providing business or other transaction record information, or any applicable tax related documentation, including but not limited to information relevant to 1099 reporting for any transactions between users conducted through the Service. Each user is solely responsible for satisfying any income tax, payroll tax, withholding tax, sales and use tax, governmental reporting and any other requirements under applicable law. LiveOps shall have no responsibility for and makes no representation regarding the employment status or independent contractor status of any user of the Service. Without limiting any of the foregoing, the Business Status identified for each user is provided solely by user and has not been verified by LiveOps.
Users acknowledge and agree that this Agreement does not constitute an employment agreement or create or acknowledge an employment relationship (neither with LiveOps nor with any other User).
9. Fees
Registering for the Service, creating your user profile, posting, bidding, and applying to Projects are available through the Service free of charge.
LiveOps deducts a non-refundable “Service Fee” from any amounts earned by Experts and Providers. The Service fee is based on the invoiced fees earned by Experts and Providers for work completed through the Service. The Service Fee is the fee that LiveOps earns for providing the Service to users.
The Service Fee is automatically calculated when the Client makes a payment to Experts and Providers for services completed through the Service. The Service Fee is currently defined as a set percentage (10%) of the Fees paid by the Client. The Service Fee is automatically deducted from the Expert’s or Provider’s PayPal account when Client processes the invoice for payment. For purposes of clarification, the Service Fee is deducted from the agreed upon Task Fee / Provider Fee or overall Project budget and is not an additional charge for the Client.
Users of the Service who use PayPal to receive payments are also subject to applicable transaction processing fees (http://www.paypal.com/cgi-bin/webscr?cmd=_display-fees-outside) imposed by PayPal associated with PayPal’s payment transaction processing service. Users should refer to the PayPal terms of service (https://www.paypal.com/us/cgi-bin/webscr?cmd=p/gen/ua/ua-outside) for the applicable fees.
Changes to any of the fees for your use of the Service are effective after we provide you with notice by posting the changes on the Site. . The Service Fee(s) may vary in the future. Users hereby agree to pay the applicable fees as set forth in these Terms of Service on the terms set forth herein and to check the fees and these Terms of Service each time you use the Site.
We may choose to temporarily change or waive the fees for our services for promotional events or new services, and such changes are effective when we post the temporary promotional event or new service on the sites or by written notice to you. In addition we may choose to add additional services requiring fees to the fee schedule.
Unless otherwise stated, all fees for your use of the Service will be quoted in U.S. Dollars. You are responsible for paying all costs, fees and any applicable taxes associated with your use of the Service in a timely manner with a valid payment method. If your payment method fails or your account is past due, we may collect fees owed using other collection mechanisms.
You agree not to take any action to circumvent any applicable fees for your use of the Service.
10. Invoicing, Reporting and Transaction Services
The Service includes features that enable users to track Tasks and Projects that are completed through the Service. The Service also includes tools that enable users to generate, populate, and transmit invoices to other users in support of user transactions. Users are solely responsible for accurately reporting the status of Tasks and Projects completed through the Service, and users are solely responsible for the accuracy of any invoices users submit through the Service. LiveOps does not verify, and assumes no responsibility to verify, the accuracy of any such reporting by users, or the accuracy of any invoices submitted by users through the Service.
When a Client posts a Project, the Client may specify in the Project description if the Client wishes to engage a Provider to manage the Project, and the fees payable to the Provider for such services (the “Provider Payment.”) Client may also elect to not use a Provider for any given Project, and may bid out the Project directly to Experts. In such case, Client will not specify that a Provider is required. The Client may define the fees payable for completed Tasks (“Task Payment.”) The Expert must invoice Client for the Task Payment upon completion and/or upon Client’s approval of the Task (via the Client designed approval mechanism) before the Expert can receive payment.
The Provider Payment is defined by Client and may be calculated as a certain percentage (specified by Client in the Project Request for Proposal) of the total Project budget, or as a fixed amount based on the hourly fees or a Task Payment for Tasks or Projects completed by the Provider.
When you register and create your Profile, you will be able to specify a payment method to pay and receive payment for any applicable fees for your services provided to other users. Currently the default payment method is PayPal.
As a Client, you are required to set up a PayPal account if you need to pay for work performed. In addition, Experts & Providers are required to set up a PayPal account in order to receive payment for Projects or Tasks completed.
The Service includes features that allow users to submit payment instructions through the Service to third party payment processors. The Service includes links to PayPal for processing payment transactions between users for services transacted through the Service. By using the Service, you agree that when you issue payment instructions through the Service, your payment will be processed by PayPal by default. You agree that when you perform services, you will be paid through your identified PayPal account.
You hereby expressly acknowledge and agree that payment transactions processed by PayPal and are governed by and are subject to the PayPal terms and conditions (http://www.paypal.com/cgi-bin/webscr?cmd=p/gen/ua/ua-outside) including but not limited to any applicable transaction processing fees (http://www.paypal.com/cgi-bin/webscr?cmd=_display-fees-outside) associated with PayPal’s payment transaction processing service.
In addition, by providing payment information and issuing payment instructions through the Service, you expressly authorize LiveOps to submit your payment information and payment requests directly to PayPal on your behalf. Other than providing a service to enable you to transmit your payment requests and payment information, LiveOps has no role in the payment processing transaction and LiveOps assumes no responsibility for processing payment transactions between users of the Service.
With respect to the foregoing, LiveOps is not a party to such transactions between users, or between users and any third party payment processors, and LiveOps does not control the actual transactions between users. LiveOps cannot and does not control whether any user will complete any payment that is offered, nor does LiveOps validate whether a user has completed the services for which they have submitted an invoice.
When you connect with other users to transact for services through the Service, you agree that you will only use the payment mechanisms offered through the Service for such transactions.
Notwithstanding the foregoing, when LiveOps is acting as a Client on the Service, the parties may mutually elect for Experts who have LiveOps’ call center accounts to be paid for such services through LiveOps’ Call Center payment mechanism.
11. Conduct Outside the Service
Users, whether as Providers, Clients or Experts, agree to use the Service as the forum for entering into all service agreements with other users for Projects and Tasks posted through the Service. Users shall take no steps to circumvent the Service for purposes of avoiding transaction fees.
If you are a Client, you agree that for a period of one year after a Provider’s or an Expert’s acceptance of a Project, if you post, solicit or purchase any services from that same Provider or Expert you will do so exclusively through the Service, whether such services are for the same project, a follow up Project or a new Project for services unrelated to the prior Project.
If you are a Provider or if you are an Expert, you agree that for a period of one year after acceptance of a Project or Task (as applicable), if you propose any services to the same Client or Provider, you will do so exclusively through the Service, whether such services are for the same Project or Task, a follow up to a prior Project or Task, or an entirely new Project or Task.
To request any exceptions to this clause, you will need to establish contact with LiveOps directly for consideration and specific fees for such exceptions if granted might apply.
12. User Content
You are solely responsible for any User Content you post to the Service, and the consequences of posting or publishing it. By “User Content”, we mean any Content you post to the Service. “Content” means information, data, text, software, music, sound, photos, graphics, videos, messages, tags, interactive features, or any other materials. User Content also includes your user Profile information, any Feedback you provide, any information you post in any chat sessions or include in any email delivered through the Service, as well as any information you provide in connection with your undertaking completion of any test taking services offered via the Service. When we say “post”, we include posting, uploading, sharing, submitting or otherwise providing User Content in any manner in connection with the Service.
13. Restrictions on Your Conduct and Use of the Service
You may not:
(i) use the Service for any illegal purpose;
(ii) submit User Content that you don’t have the right to submit, unless you have the owner’s permission; this includes material covered by someone else’s copyright, patent, trade secret, privacy, publicity, or any other proprietary right;
(iii) use the Service to transmit to other users any sensitive or personally identifiable information, including but not limited to social security numbers, personal financial information such as bank account or credit card information);
(iv) submit profile pictures that are not a self-depicting photo or business logos with which you are not affiliated or do not have the rights;
(v) forge headers or manipulate other identifiers in order to disguise the origin of any User Content you submit;
(vi) submit any User Content that contains lies, falsehoods or misrepresentations that could damage us or anyone else;
(vii) submit User Content that is illegal, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate;
(viii) transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation;
(ix) impersonate anyone else or lie about your affiliation with another person or entity;
(x) use meta tags or any other “hidden text” utilizing any of our or our suppliers’ or any other third parties’ product names or trademarks;
(xi) upload, launch, post, email or transmit any material (including any bot, worm, scripting exploit or computer virus) that is likely to harm or corrupt our Service, or harm or corrupt our or anyone else’s computer systems, or data;
(xii) use our Service to harm minors in any way, including posting User Content or engaging in transactions through the Service that violates child pornography laws, child sexual exploitation laws, or any other laws protecting children;
(xiii) collect or gather other people’s personal information (including account information) from our Service except as expressly agreed upon by the owner of such personal information and solely in support of a lawful purpose mutually agreed upon between you and such person;
(xiv) use or access the Service for the sole purposes of recruiting users to another service; or
(xv) submit User Content which disparages us or our suppliers, customers or affiliates.
Each user is responsible for compliance with all applicable local laws, keeping in mind that access to or certain features of the Service may not be legal for or by certain persons in certain countries.
We have the sole right, but not necessarily the obligation, to delete at any time any User Content that violates these rules or that we believe to be inappropriate for any reason.
14. Intellectual Property Rights in User Content
If you post User Content, you are making a guarantee to us that you either own all the Content you are posting, or you have the right to post the Content. Furthermore, you are guaranteeing that you have the right to allow us to make your User Content available for others to view and use as part of the Service without requiring that any such use be subject to additional obligations or terms. If you do not have these rights, do not post the Content. By posting your User Content, you do not lose any ownership rights you may have to it. However, you do grant us a worldwide, non-exclusive, royalty-free, fully-paid, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform your User Content in connection with the Service and our business, in any media formats or in tangible form and through any media channels now known or hereinafter developed. You also grant each user of the Service a non-exclusive royalty-free, fully-paid, sublicenseable and transferable license to access your User Content through the Service, and to use, reproduce, distribute, prepare derivative works of, display and perform your User Content as permitted through the functionality of the Service and under these Terms of Service.
For purposes of clarification, intellectual property rights relating to deliverables provided pursuant to user transactions through the Service may be subject to the terms and conditions of any agreement between users.
15. User Content you Share becomes Public
You understand that once you post User Content, your content is publicly available to other users of the Service. We are not responsible for keeping any User Content confidential. The service provides some mechanisms to control access to your User Content via the Account Preferences. However, if you don’t want the whole world to see it, don’t post it on the Service.
Notwithstanding the foregoing, there may be controlled access areas of the Site, where users may post User Content that is only available to other users with whom a user has transacted or otherwise engaged with for completion of a Project or Task. Each user is responsible to understand and determine which areas of the Site are restricted from public access if a user wishes to limit accessibility to such information. LiveOps assumes no responsibility associated with user’s failure to appropriately conceal User Content posted to any area of the Site and user shall be solely responsible for any consequences thereof. Furthermore, the terms and conditions with respect to User Content as defined in Sections 7, 8, 9, 10 and 11 of these Terms of Service, and the LiveOps Privacy Policy, shall continue to apply irrespective of whether such User Content is posted to a public or limited access portion of the Site. The LiveWork Privacy Policy is available at http://pages.livework.com/privacy.html.
16. We Are Not Responsible for User Content
We generally do not review any of the User Content posted by users of the Service. We do not endorse any User Content or support any views, opinions, recommendations, or advice that may be in user submissions. User Content comes from a variety of sources, and we make no promises about the reliability of any source or the accuracy, usefulness, safety, or intellectual property rights of any user submission. You may be offended by User Content that you see on the Service. You may find some of it to be inaccurate, offensive, indecent, or objectionable. However, you agree not to hold us responsible in any way for your use of our Service, including your exposure to User Content.
If you wish to report or flag any User Content you see on the Service, please contact customer care via support@livework.com.
If you participate in any communication forums available through the Service, including for example, any email communication, chat sessions, or discussion rooms, you should be aware that the information you provide there will be made broadly available to others, potentially inside or outside the Service, who have access to those communications forums. Each participant's opinion in an email, or in such any communications forum is his or her own and should not be considered as reflecting the opinion of LiveOps.
17. Proprietary Rights
LiveOps and its suppliers retain all right, title and interest (including all copyright, trade secret, patent and other rights) in and to the Service and Content which is included in the Service (other than User Content). If you give feedback on the Service, for example recommendations for improvements or features, implementation of that feedback is owned by us and may becomes part of the Service without compensation to you. We reserve all rights in and to the Service unless we expressly state otherwise. The Service contains proprietary and confidential information that is protected by applicable intellectual property and other laws.
You may not decompile, reverse engineer, disassemble, or otherwise reduce the Service to a human-perceivable form, except and only to the extent that such activity is expressly permitted by applicable law, and in that case, only if you notify us in writing in advance. You may not copy, frameset, enclose or otherwise distribute any part of the Service.
All brand, product and service names used in the Service which identify LiveOps or our suppliers and our or their proprietary products and services are the trademarks or service marks of LiveOps or our suppliers. Nothing in this Service shall be deemed to confer on any person any license or right on the part of LiveOps or such supplier with respect to any such image, logo or name.
You agree not to disable, interfere, or try to get around any of the features of the Service related to security, preventing or restricting use or copying of any Content, or enforcing the limits on the use of the Service or the Content on the Service.
18. Enforcement of Copyrights
We respect the intellectual property rights of others. You may not use our Service to infringe anyone else’s copyright or other intellectual property right. If we find out that you are infringing, we will remove your User Content. We do not have to give you notice that we are removing your User Content. We may also terminate your account if we decide that you are a repeat infringer or an intentional infringer. We consider a repeat infringer to be a user who has been notified of infringing activity more than once or who has had User Content removed from our Service more than once.
19. Notify Us of Infringement
If you believe that something on our Service violates your copyright, notify our copyright agent in writing. The contact information for our copyright agent is at the bottom of this section.
In order for us to take action, you must do the following in your notice:
(i) provide your physical or electronic signature;
(ii) identify the copyrighted work that you believe is being infringed;
(iii) identify the item on our Service that you think is infringing your work and include sufficient information about where the material is located on our Service (including which website) so that we can find it;
(iv) provide us with a way to contact you, such as your address, telephone number, or e-mail;
(v) provide a statement that you believe in good faith that the item you have identified as infringing is not authorized by the copyright owner, its agent, or the law to be used on our Service; and
(vi) provide a statement that the information you provide in your notice is accurate, and that (under penalty of perjury), you are authorized to act on behalf of the copyright owner whose work is being infringed.
Here is the contact information for our copyright agent:
Copyright Enforcement
LiveOps, Inc.
5425 Stevens Creek Blvd.
Santa Clara, CA 95051
Telephone: (800)411.4700
Fax: (650)745.3756
copyright@livework.com
Again, we cannot take action unless you give us all the required information.
20. How to Communicate with Us
Only notices about copyright infringement should go to our copyright enforcement department. If you have anything else to communicate with us (like feedback, comments, requests for support), you should contact us via support@livework.com or at the contacts listed in these Terms of Service or on the particular LiveOps website.
21. Storage and Availability
We are not a content-archiving service. We do not promise to store or make available on our Service any User Content that you submit, or any other Content, including but not limited to any Project deliverables, Task Descriptions, chat session logs or email transmitted through the service, for any length of time. You are solely responsible for keeping back-ups of everything you post on our Service.
You acknowledge that temporary interruptions in the availability of the Service may occur from time to time as normal events. Also, we may decide to cease making available the Service or any portion of the Service at any time and for any reason. Under no circumstances will LiveOps or its suppliers be held liable for any damages due to such interruptions or lack of availability.
22. Links to Other Sites
Our Service contains links to other websites that we don’t own or control. LiveOps also makes available to users through the Service various services provided by third parties. Your use of these third party services is subject to the terms and conditions of the service provider, including but not limited to: your use of the chat service is subject to Userplane Terms of Service (http://www.userplane.com/index.cfm?fuseaction=main.tos); your use of the Testing Service is governed by the ExpertRating Terms of Service (http://www.expertrating.com/tos.asp); and your use of the PayPal payment processing is governed by the PayPal Terms of Service (http://www.paypal.com/cgi-bin/webscr?cmd=p/gen/ua/ua-outside). We are not responsible for these third party services or any of these other websites. You will not hold us responsible for any aspect of these other websites, including their terms of service, services provided, content, privacy policies, or anything else. You may be exposed to things on other websites that you don’t like or that you find offensive. We are not responsible for this, either. You must use your own discretion when you go to other websites. You should also read the terms and conditions and privacy policies of these other websites.
23. Warranty Disclaimer
USE OF THE SERVICE IS AT YOUR OWN RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. LIVEOPS AND ITS AFFILIATES, SUPPLIERS AND PARTNERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
LIVEOPS AND ITS AFFILIATES, SUPPLIERS AND PARTNERS MAKE NO WARRANTY THAT (i) THE SERVICE OR ANY PRODUCTS OR SERVICES PURCHASED THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS; (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (iii) THAT THERE WILL BE NO ERRORS IN THE SERVICE OR THAT LIVEOPS WILL FIX ANY ERRORS. ANY MATERIALS OBTAINED THROUGH USE OF THE SERVICE ARE OBTAINED AT YOUR OWN DISCRETION AND RISK AND LIVEOPS SHALL NOT BE RESPONSIBLE FOR ANY DAMAGE CAUSED TO YOUR COMPUTER OR DATA OR FOR ANY BUGS, VIRUSES, TROJAN HORSES OR OTHER DESTRUCTIVE CODE RESULTING FROM USE OF THE SERVICE OR ANY CONTENT OBTAINED FROM THE SERVICE.
SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER LEGAL RIGHTS, WHICH VARY FROM STATE TO STATE.
24. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED UNDER LAW, LIVEOPS AND ITS AFFILIATES, SUPPLIERS AND PARTNERS HAVE NO OBLIGATION OR LIABILITY (WHETHER ARISING IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE) FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR LIABILITIES (INCLUDING, BUT NOT LIMITED TO, ANY LOSS OF DATA, REVENUE OR PROFIT) ARISING FROM OR RELATED TO YOUR USE OF THE SERVICE OR ANY CONTENT OR SERVICES PROVIDED BY OR THROUGH THE SERVICE WHETHER BY LIVEOPS OR THIRD PARTIES OR ANY SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. THE FOREGOING LIMITATION APPLIES TO DAMAGES ARISING FROM (I) YOUR USE OR INABILITY TO USE OUR SERVICE; (II) COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS OR SERVICES PURCHASED THROUGH OR FROM OUR SERVICE; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR USER CONTENT; (IV) THIRD PARTY CONTENT MADE AVAILABLE TO YOU THROUGH THE SERVICE OR (V) ANY OTHER MATTER RELATING TO THE SERVICE. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF INCIDENTAL, CONSEQUENTIAL OR OTHER TYPES OF DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, LIVEOPS' LIABILITY AND THE LIABILITY OF EACH OF ITS OFFICERS, DIRECTORS, AFFILIATES, INVESTORS, EMPLOYEES, AGENTS, ADVERTISERS, LICENSORS, SUPPLIERS, SERVICE PROVIDERS AND OTHER CONTRACTORS TO YOU OR ANY THIRD PARTIES UNDER ANY CIRCUMSTANCE IS LIMITED TO A MAXIMUM AMOUNT OF $100.
25. Indemnity
You agree to indemnify and hold harmless LiveOps and its affiliates, suppliers, partners, officers, agents, and employees from and against any claim, demand, losses, damages or expenses (including reasonable attorney's fees) arising out of any claim, action, audit, investigation, inquiry or other proceeding that relates to or arises out of (i) any User Content you submit; (ii) your use of the Service, including but not limited to any transactions conducted through the Service with other users, and including but not limited to any services and/or deliverables provided by you to other users or for you by other users of the Service; (iii) your violation of these Terms of Service or your violation of any rights of any third-party; and/or (iv) your failure to comply with any applicable laws and regulations in connection with your use of the Service. Your indemnification obligation will survive the termination of these Terms of Service and your use of the Service.
26. Release
BECAUSE LIVEOPS IS NOT A PARTY TO OR OTHERWISE INVOLVED IN TRANSACTIONS BETWEEN USERS, YOU HEREBY RELEASE LIVEOPS AND ITS AFFILIATES (AND THEIR RESPECTIVE EMPLOYEES, DIRECTORS, AGENTS AND REPRESENTATIVES) FROM ANY AND ALL CLAIMS, DEMANDS, AND DAMAGES (ACTUAL, CONSEQUENTIAL AND OTHERWISE) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY DISPUTE BETWEEN ONE OR MORE USERS OF THE SERVICE.
27. Termination and Suspension
We may terminate or suspend the Service or any part of the Service, terminate or suspend or your use of the Service, block any IP address, or remove any of your User Content at any time without cause without any liability to you.
Further, we may terminate or suspend your permission to use the Service immediately and without notice upon any violation of these Terms of Service, your failure to pay any fees when due, upon the request of law enforcement or government agencies, for extended periods of inactivity, for unexpected technical issues or problems or for engagement by you in fraudulent or illegal activities. If we terminate your use of the Service for any of these reasons or otherwise for cause, we will not refund any fees you may have paid for use of or access to the Service.
Upon any termination we may delete your account, passwords and User Content and we may bar you from further use of the Service. You understand that we may also continue to make your User Content available on the Service even if your use of the Service is terminated or suspended. You agree that we will have no liability to you or any third party for termination of your account, User Content or access to the Service.
28. Export Control
You may not use, export or re-export any Content or any copy or adaptation of such Content, or any product or service offered on the Service, in violation of any applicable laws or regulations, including, without limitation, United States export laws and regulations. You certify that:
(i) you are not located in, will not use or access the Service in, and will not export or re-export or transfer the Content to, any countries that are subject to United States Government trade embargoes (including Cuba, Iran, North Korea, Sudan and Syria) or any country in which use or participation is prohibited by law, decree, regulation, treaty or administrative act;
(ii) you are not listed on, or affiliated with any person or firm listed on, any United States Government list of prohibited or restricted parties, and you will not provide the Content to, or make the Content or the Service available for use, directly or indirectly by, any such prohibited or restricted parties; and
(iii) you will not use the Content or the Service, or make the Content or the Service available to any other person or firm for use, in any activities relating to the design, development, production, stockpiling, testing or use of any nuclear, chemical or biological weapons or missiles.
29. Additional Terms
Portions of the Service may be accompanied by additional terms which apply to specific features or areas of the Service. Those additional terms supplement these terms with respect to your use of those features or areas.
30. Feedback and Quality Ratings:
The Service includes features and tools that enable users to provide feedback on the services provided by other users. Feedback provides users of the Service a meaningful way to build their reputation as service providers by demonstrating the quality of their services and receiving qualitative input from others.
By using the Service, you agree that the Service may contain and may publicly disclose performance feedback and quality ratings about you that are provided by other users of the Service. You also agree that you may be “rated” by other users on the basis of certain performance related criteria and based on a numerical or other rating scale that is defined by LiveOps. You agree that the Service may also calculate and publicly disclose a composite “quality rating” of you based on a series of individual ratings provided by other users. You agree that other users may also provide individualized assessments of your services and that the Service may contain and publicly disclose such assessments. (All of the foregoing forms of feedback are referred to herein individually and collectively as “Feedback.”)
LiveOps does not monitor or censor Feedback, nor does LiveOps investigate any Feedback for accuracy or reliability unless a user brings a specific posting to LiveOps’ attention. LiveOps is not responsible for any Feedback, even if such information is defamatory, or otherwise legally actionable.
If you provide Feedback, you may be held legally responsible for damages suffered by a user or any other third parties as a result of such Feedback if a court finds such remarks to be legally actionable or defamatory.
LiveOps encourages users to provide Feedback in a courteous manner. LiveOps reserves the right to remove Feedback from the Service at any time.
You agree not to take any actions that undermine the integrity of the Feedback system, including but not limited to the following:
• Leaving false feedback for yourself or another user;
• Manipulating or coercing another user to perform services by threatening to leave negative feedback or withholding deliverables or funds until another user agrees to leave positive feedback or no feedback;
• Offering to sell or buy services in exchange for good feedback, trading feedback undeservedly, or buying feedback;
• Providing feedback with the intent to accomplish an unrelated commercial or business purpose, to solicit any user's personal non-published contact information, or to transmit any unsolicited advertising, "junk mail," "spam," or "chain letters."
You agree to report violations or abuses of the Feedback services immediately by contacting LiveOps Customer Service (support@livework.com). If you find that you have mistakenly provided Feedback regarding another user, you may contact LiveOps Customer Service (support@livework.com).
31. Customer Service:
If you have general customer support questions, concerns, problems or complaints regarding the Service please contact support@livework.com.
32. General Terms
These Terms of Service are governed by laws of the state of California, without respect to its conflict of laws principles. The sole jurisdiction and venue for any claim arising from the Service and these Terms of Service shall be the state and federal courts located in Santa Clara, California and each party hereby consents to the exclusive jurisdiction and venue of such courts. These Terms of Service, together with our Privacy Policy and any other legal notices we have published on the Service, constitute the entire agreement between you and us regarding this Service. If a court having proper authority decides that any portion of these Terms of Service is invalid, only the part that is invalid will not apply. The rest of these Terms of Service will still be in effect. If we waive any of our rights under these Terms and Conditions in any particular instance, it does not mean that we are waiving our rights generally or in the future. Furthermore, just because we may not enforce all our rights all of the time, it does not mean that we are waiving our rights. We may decide to enforce them at a later date. These Terms of Service, and any rights and licenses granted under these Terms of Service, may not be transferred or assigned by you, but may be assigned by us without restriction.
YOU AGREE THAT IF YOU WANT TO SUE US, YOU MUST FILE YOUR LAWSUIT WITHIN ONE YEAR AFTER THE EVENT THAT GAVE RISE TO YOUR LAWSUIT. OTHERWISE, YOUR LAWSUIT WILL BE PERMANENTLY BARRED.
33. Notices:
LiveOps will communicate with you by email or by posting information on the Site. You consent to receive communications from us electronically and you agree that these electronic communications satisfy any legal requirement that such communications be in writing.
All notices to LiveOps intended to have a legal effect must be in writing and shall be delivered to LiveOps by mail at the following address:
LiveOps, Inc.
5425 Stevens Creek Boulevard
Santa Clara, CA 95051
ATTN: Office of Legal Counsel
With copy to: General Manager
