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Terms of Use Agreement

LivePages is a landing page design tool (“Service”) offered through the www.livepageshq.com website (“Website”) and is a product developed, managed and supported by Optimizer HQ (“Optimizer”, “us”, “we”) a New Zealand Limited Company with it’s principal offices in Auckland, New Zealand.

References to Optimizer HQ and LivePages are to be considered references to Optimizer HQ Limited, the New Zealand Limited Company.
By using LivePages, you agree to act ethically and honestly, especially in managing your information.

ACCEPTANCE OF TERM

LivePages - an online service for designing landing pages - (referred to hereafter as "the Service") is subject to the following Terms of Service ("Terms"). By using the Service in any way, you are agreeing to comply with these Terms. In addition, when using particular LivePages services, you agree to abide by any applicable posted guidelines for all LivePages services, which may change from time to time. Should you object to any term or condition of these Terms, any guidelines, or any subsequent modifications thereto or become dissatisfied with LivePages in any way, your only recourse is to immediately discontinue use of LivePages.

MODIFICATIONS TO THIS AGREEMENT

We reserve the right, at our sole discretion, to change, modify or otherwise alter these terms and conditions at any time. Such modifications shall become effective immediately upon the posting thereof. You must review this agreement on a regular basis to keep yourself apprised of any changes. You can find the most recent version of these Terms at: http://www.LivePagesHQ.com/terms

Fees

You shall pay all fees specified in any Subscription. We will charge you a monthly fee based on the total traffic you plan to send to your web pages hosted using the Services. Such monthly fees shall be billed in advance for each month and are non-refundable. There will be no refunds or credits for partial months of service or for periods in which your account remains open but you do not use the Services. If the total traffic to your web pages hosted using the Services increases beyond that which you have specified, you will be informed that you have exceeded your traffic limit and you must modify your account settings such that your subscription plan traffic limit accommodates the traffic you have received within the current billing period.

We reserve the right to modify our billing rates at any time upon thirty (30) days written notice by posting such fee changes to the Services or on the Site.

At our discretion, we may offer free or discounted pricing for use of the Services (a "Trial Program"). Once the terms of any Trial Program have expired, you agree that our normal billing rates shall apply. You agree to comply with any additional terms, restrictions or limitations (including limitations on the total amount of usage) we impose in connection with any Trial Program. You may not sign-up for multiple Accounts in order to receive additional benefits under any Trial Programs

CUSTOMER DATA

You understand that all user information, text, files, images, photos, video, sounds, or other materials ("Customer Data") posted on, transmitted through, or linked from the Service, are the sole responsibility of the person from whom such Customer Data originated. More specifically, you are entirely responsible for all Customer Data that you upload, email or otherwise make available via the Service. You understand that LivePages does not control, and is not responsible for Customer Data made available through the Service, and that by using the Service, you may be exposed to Customer Data that is offensive, indecent, inaccurate, misleading, or otherwise objectionable. Furthermore, the LivePages site and Customer Data available through the Service may contain links to other websites, which are completely independent of LivePages. LivePages makes no representation or warranty as to the accuracy, completeness or authenticity of the information contained in any such site. Your linking to any other websites is at your own risk. You agree that you must evaluate, and bear all risks associated with, the use of any Customer Data, that you may not rely on said Customer Data, and that under no circumstances will LivePages be liable in any way for any Customer Data or for any loss or damage of any kind incurred as a result of the use of any Customer Data posted, emailed or otherwise made available via the Service. You acknowledge that LivePages does not pre-screen or approve Customer Data, but that LivePages shall have the right (but not the obligation) in its sole discretion to refuse, delete or move any Customer Data that is available via the Service, for violating the letter or spirit of the Terms or for any other reason.

THIRD PARTY DATA

The LivePages site and Customer Data available through the Service may contain features and functionalities that may link you or provide you with access to third party Customer Data which is completely independent of LivePages, including web sites, directories, servers, networks, systems, information and databases, applications, software, programs, products or services, and the Internet as a whole.

Discrepancies with Customer Data collected from third party sites may be addressed by changing the Customer Data at the third-party source, while following the third-party's Terms of Service. Customer Data may also be changed within LivePages once LivePages registration has occurred.

Your interactions with organizations and/or individuals found on or through the Service, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction or interaction with any of these third parties. While we will attempt for the data displayed for an email address provided for validation to be accurate, we cannot make any guarantees about the accuracy of the LivePages service.

INTELLECTUAL PROPERTY RIGHTS

All right, title, interest and ownership and intellectual property rights in and to the LivePages trademarks and the Site, including but not limited to its "look and feel" (e.g., text, graphics, images, logos, buttons, icons and the placement and layout thereof), images, video, audio, data, content, software (including html-based computer programs) and other media, material or information, other than your Content, are and will remain the property of LivePages or its software or content suppliers. The Site is protected under Canada, United States and international copyright, trademark and other laws and treaties.

Subject to the terms and conditions of this Agreement, LivePages grants to you, during the term of this Agreement, a non-transferable, non-sublicensable, non-exclusive, revocable, limited-purpose right to access and use the Services that are subject to a valid Subscription.

You acknowledge that any ideas, suggestions, concepts, processes or techniques which you provide to LivePages related to the Services, the Site or LivePages or its business ("Feedback") shall become LivePages's property without any compensation or other consideration payable to you by LivePages, and you do so of your own free will and volition. LivePages may or may not, in its sole discretion, use or incorporate the Feedback in whatever form or derivative LivePages may decide into the Site, its software, services, documentation, business or other products, or any future versions or derivatives of the foregoing. You hereby assign all rights on a worldwide basis in perpetuity to LivePages in any Feedback and, as applicable, waive any moral rights.

LivePages owns any test results, data information and other output generated by your use of the Site and/or the Services during the term of this Agreement. You may not disclose to any third party any test results or performance information regarding the Site or the Services, whether generated by you, LivePages or a third party, except where expressly permitted.

REGISTRATION

LivePages requires members to register to access the Services. Registration is initially available to anyone over 13 and is limited to one registration per email address. In registering for these services, you agree to: (a) provide true, accurate, current, and complete information about yourself as requested by the LivePages registration form (b) maintain and update the Registration Information to keep it true, accurate, current, and complete. In addition to other grounds for suspension or termination of your use of the LivePages, if you provide (or LivePages has reasonable grounds to suspect that you have provided) any information that is untrue, inaccurate, not current, or incomplete, LivePages has the right to suspend or terminate your access and refuse you any and all use of the Services.

By providing us with your e-mail address, you agree to receive all required notices electronically, to that e-mail address. It is your responsibility to update or change that address, as appropriate.

PASSWORD & SECURITY

Access to certain LivePages services requires you to choose a password. If you do so, you are responsible for maintaining the confidentiality of your password and account and for logging out of your account at the end of each session.

PRIVACY, OPT OUT AND INFORMATION DISCLOSURE

Your use of the LivePages website or the Service signifies acknowledgement of and agreement to our Privacy Policy. You further acknowledge and agree that LivePages may, in its sole discretion, preserve or disclose your Customer Data, as well as your information, including email addresses, profile Customer Data, IP addresses, timestamps, and other member information, if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: comply with legal process; enforce these Terms; respond to claims that any Customer Data violates the rights of third-parties; respond to claims that contact or personally identifiable information (e.g. phone number, street address) of a third-party has been posted or transmitted without their consent or as a form of harassment; protect the rights, property, or personal safety of LivePages, its members or the general public.

CONDUCT

You agree not to upload, email, or otherwise make available Customer Data:
That is unlawful, harmful, threatening, abusive, harassing, defamatory, libelous, invasive of another's privacy, or is harmful to minors in any way;

That you don't have express consent from the owner of copyright of such Customer Data to upload, email or otherwise make available;

That impersonates any person or entity, including, but not limited to, a LivePages employee, or falsely states or otherwise misrepresents your affiliation with a person or entity (this provision does not apply to messages that are lawful non-deceptive parodies of public figures.);

That is false, deceptive, misleading, deceitful, misinformed, or constitutes "bait and switch";

That infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party, or Customer Data that you do not have a right to make available under any law or under contractual or fiduciary relationships;

That contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

That disrupts the normal flow of dialogue with an excessive number of messages (flooding attack) to the Service, or that otherwise negatively affects other members' ability to use the Service; or

That employs misleading email addresses, or forged headers or otherwise manipulated identifiers in order to disguise the origin of Customer Data transmitted through the Service. 

Additionally, you agree not to:

Collect personal data about other members for unlawful purposes;
Attempt to gain unauthorized access to LivePages's computer systems or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of, the Service or the LivePages website;

LIMITATIONS OF SERVICE

You acknowledge that LivePages may establish limits concerning use of the Service, including the maximum number of days that Customer Data or Analytical information will be retained by the Service, the maximum number and size of ratings, uploads, email messages, indexed profile information and social networking information, or other Customer Data that may be transmitted or stored by the Service, and the frequency with which you may access the Service. Depending on your subscription type, LivePages may also restrict the number of unique page views, conversions and total number of published pages allowed in any given calendar month. You agree that LivePages has no responsibility or liability for the deletion or failure to store any Customer Data maintained or transmitted by the Service. You acknowledge that LivePages reserves the right at any time to modify or discontinue the Service (or any part thereof) with or without notice, and that LivePages shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

ACCESS TO THE SERVICE

LivePages grants you a limited, revocable, nonexclusive license to access the Service for your own personal use. This license does not include any personal collection, aggregation, copying, duplication, display or derivative use of the Service nor any use of data mining, robots, spiders, or similar data gathering and extraction tools for any purpose unless expressly permitted by LivePages in writing.

You may create a hyperlink to the home page of LivePages sites so long as the link does not portray LivePages, its employees, or its affiliates in a false, misleading, derogatory, or otherwise offensive matter.

Use of the Service beyond the scope of authorized access granted to you by LivePages immediately terminates said permission or license. In order to collect, aggregate, copy, duplicate, display or make derivative use of the Service or any Customer Data made available via the Service for other purposes (including commercial purposes) not stated herein, you must first obtain a license from LivePages.

TERMINATION OF SERVICE

You agree that LivePages, in its sole discretion, has the right (but not the obligation) to delete or deactivate your account, block your email or IP address, or otherwise terminate your access to or use of the Service (or any part thereof), immediately and without notice, and remove and discard any Customer Data within the Service, for any reason, including, without limitation, if LivePages believes that you have acted inconsistently with the letter or spirit of the Terms. Further, you agree that LivePages shall not be liable to you or any third-party for any termination of your access to the Service. Further, you agree not to attempt nor will you be able to use the Service after said deletion, deactivation, or access termination.

CONFIDENTIAL INFORMATION

Optimizer HQ owns (or is the licensee of) all Intellectual Property Rights in:
the Website and the Services;

All Optimizer Pre-Existing IPR; and

All documentation, know-how, methodologies, equipment and other materials supplied or made available to the Customer under or in connection with this agreement, and nothing in this agreement transfers or assigns to the Customer any of those rights.

Customer Intellectual Property Rights:

Optimizer acknowledges and agrees that, as between the parties, the Customer retains all Intellectual Property Rights in the Customer Data.
The Customer grants to Optimizer a non-exclusive, non-transferable, royalty-free license to use and reproduce the Customer Data solely for the purpose of enabling Optimizer to discharge its obligations under this agreement.

Confidential information:

Use and disclosure:

A Receiving Party may use Confidential Information of the Disclosing Party only for the purposes of this agreement; and must keep confidential all Confidential Information of the Disclosing Party except:

for disclosures permitted under this clause; and
to the extent (if any) the Receiving Party is required to disclose any Confidential Information by Law or in accordance with the rules of an applicable stock exchange.

Use and disclosure of Confidential Information

A Receiving Party may disclose Confidential Information of the Disclosing Party:

in the case of Optimizer, to Network Operators as required by the terms of any agreements between Optimizer and those Network Operators; and
to persons who:

have a need to know for the purposes of this agreement (and only to the extent that each has a need to know); and
before disclosure:

in the case of the Personnel of the Receiving Party, have been directed by the Receiving Party to keep confidential all Confidential Information of the Disclosing Party; and

in the case of other persons, have agreed in writing with the Receiving Party to comply with substantially the same obligations in respect of Confidential Information of the Disclosing Party as those imposed on the Receiving Party under this agreement (each a Direction).

Receiving Party's obligations

A Receiving Party must:

ensure that each person to whom it discloses Confidential Information of the Disclosing Party under clause 9.2(b)(ii) complies with its Direction; and

notify the Disclosing Party of, and take all reasonable steps to prevent or stop, any suspected or actual breach of a Direction.

Disclosure required by Law

If a Receiving Party is required by Law or the rules of an applicable stock exchange to disclose any Confidential Information of a Disclosing Party to a third person (including government) the Receiving Party must:
before doing so:

notify the Disclosing Party; and
give the Disclosing Party a reasonable opportunity to take any steps that the Disclosing Party considers necessary to protect the confidentiality of that information; and
notify the third person that the information is confidential to the Disclosing Party.

DATA PROTECTION

Optimizer must not (and must ensure that its Personnel do not):

use Customer Data held by Optimizer, or to which Optimizer has access, other than for the purposes of fulfilling its obligations under this agreement; or

purport to sell, let for hire, assign rights in or otherwise dispose of any Customer Data, other than as required to enable Optimizer to:

disclose Customer Data to Network Operators in accordance with the terms of Optimizer's agreements with such Network Operators; and

comply with applicable Laws or the rules of any applicable stock exchange

DISCLAIMER OF WARRANTIES

YOU AGREE THAT USE OF THE LivePages SITE AND THE SERVICE IS ENTIRELY AT YOUR OWN RISK. THE LivePages SITE AND THE SERVICE ARE PROVIDED ON AN "AS IS" OR "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND. ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE FULLEST EXTENT PERMITTED BY LAW, LivePages DISCLAIMS ANY WARRANTIES FOR THE SECURITY, RELIABILITY, TIMELINESS, ACCURACY, AND PERFORMANCE OF THE LivePages SITE AND THE SERVICE. TO THE FULLEST EXTENT PERMITTED BY LAW, LivePages DISCLAIMS ANY WARRANTIES FOR OTHER SERVICES ON THE LivePages SITE OR THE SITES OR SERVICE, OR ACCESSED THROUGH ANY LINKS ON THE LivePages SITE. TO THE FULLEST EXTENT PERMITTED BY LAW, LivePages DISCLAIMS ANY WARRANTIES FOR VIRUSES OR OTHER HARMFUL COMPONENTS IN CONNECTION WITH THE LivePages SITE OR THE SERVICE.

LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES SHALL LivePages BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF LivePages HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM ANY ASPECT OF YOUR USE OF THE LivePages SITE OR THE SERVICE, WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF THE LivePages SITE OR THE SERVICE, FROM INABILITY TO USE THE LivePages SITE OR THE SERVICE, OR THE INTERRUPTION, INACCURACY OF DATA, SUSPENSION, MODIFICATION, ALTERATION, OR TERMINATION OF THE LivePages SITE OR THE SERVICE. SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER SERVICES OR PRODUCTS RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH THE LivePages SITE OR THE SERVICE OR ANY LINKS ON THE LivePages SITE, AS WELL AS BY REASON OF ANY INFORMATION OR ADVICE RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH THE LivePages SITE OR THE SERVICE OR ANY LINKS ON THE LivePages SITE. THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.

INDEMNITY

You agree to indemnify and hold Optimizer, its officers, subsidiaries, affiliates, successors, assigns, directors, officers, agents, service providers, suppliers and employees, harmless from any claim or demand, including reasonable attorney fees and court costs, made by any third party due to or arising out of Customer Data you submit, upload or make available through the Service, your use of the Service, your violation of the Terms, your breach of any of the representations and warranties herein, or your violation of any rights of another.

COMPLIANCE WITH LAW

The Terms constitute the entire agreement between you and LivePages and govern your use of the Service, superseding any prior agreements between you and LivePages. The Terms and the relationship between you and LivePages shall be governed by the laws New Zealand without regard to its conflict of law provisions. You and LivePages agree to submit to the personal and exclusive jurisdiction of the courts located within New Zealand. The failure of LivePages to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.

You also agree to comply with all applicable laws, regulations, agreements, and licenses regarding your use of LivePages including but not limited to those regarding the transmission of technical data exported from New Zealand or the country in which you reside.

VIOLATION OF TERMS

Please report any violations of the Terms, by flagging the posting(s) for review, or by emailing to: support@optimizerhq.com 

Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches

MISCELLANEOUS

If there is any dispute between you and LivePages about or involving this Agreement, the Site or the Services, you hereby agree that the dispute shall be governed by and construed in accordance with the laws of the Province of British Columbia, Canada, without regard to its conflict of law provisions. You hereby agree to submit to the exclusive jurisdiction of the courts in Vancouver, British Columbia with respect to any claim, proceeding or action relating to or otherwise arising out of this Agreement, the Site or the Services, howsoever arising, provided always that LivePages may seek and obtain injunctive relief in any jurisdiction.

If any portion of this Agreement is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, this Agreement as a whole shall not be deemed unlawful, void or unenforceable, but only that portion of this Agreement that is unlawful, void or unenforceable shall be stricken from this Agreement.

You agree that this Agreement is specifically enforceable by injunctive relief and other equitable remedies without proof of monetary damages.

You agree that if LivePages does not exercise or enforce any legal right or remedy which is contained in the Agreement (or which LivePages has the benefit of under any applicable law), this will not be taken to be a formal waiver of LivePages's rights and that those rights or remedies will still be available to LivePages.

The sections of "Submission of Content", "Intellectual Property Rights", "Confidential Information", "Disclaimer of Warranties", "Third Party Sites and Content", "Limitation of Liability", "Indemnity" and "Miscellaneous" will survive any actual or purported termination or expiry of this Agreement and continue in full force and effect.