Terms of Service
Last updated: July 2023
These Terms of Service, which we'll refer to simply as the "Terms," set out the rules by which you may use our Services. The Terms explain how our Services work and provide you with a list of the "dos and don'ts" when using them. These Terms are more than just rules, though – they form a legally binding contract between us and you that you accept when clicking on the box marked "I agree", or with your continued use of the services, as applicable. Please read through this document carefully and make sure these Terms are acceptable to you. If you don't agree to any of these Terms, do not click "I agree" and do not continue using the Services. If you have any questions, please don't hesitate to contact us at support@livingai.com.
Table of Contents
- The Basics
- Our Services
- User Accounts
- Fees and Payment
- Use Restrictions
- Representations
- Privacy
- Intellectual Property
- Content and User Content
- Copyright – DMCA
- Indemnification
- Disclaimers
- Limitation of Liability
- Term and Account Termination
- Publicity
- Force Majeure
- Notices
- General
1. The Basics
1.1. Key Terms.
1.1.1. We are LivingAI Inc., and we'll refer to ourselves as "LivingAI," "us," "our," or "we." Our offices are located at 251 Little Falls Drive, Wilmington, DE 19808.
1.1.2. When we use the term "you," we mean anyone using our Services. If you are registering for the services on behalf of a company or organization, the term "you" is also meant to refer to that company, where it makes sense from the context. When we mean to refer only to your company, we'll use the term "Customer."
1.1.3. When we refer to our " Platform," we mean our site, app and browser add-on offering an add-on for presentations, with which users can create animated avatars from uploaded pictures and incorporate them into presentations along with customizable voices (such avatar animations, "Deliverables"), as well as our informational website available at www.livingai.com which provides information about our company and Services and allows site visitors to contact us.. When we refer to our "Services," we mean any services available on the Platform, including any Deliverables.
1.2. Privacy.
When you use our Services, we collect Personal Data (as defined in the Privacy Notice) about you. Check out our Privacy Notice at https://www.livingai.com/privacy-policy for details about the types of Personal Data we collect, what we do with it, the security measures we use to keep it safe, and the rights you have regarding your Personal Data.
1.3. Changes to these Terms.
We may update these Terms from time to time and will post the updated version on this page with the date it was published. Please check this page occasionally to make sure you're aware of the Terms that apply to you. We will notify you if we make any material changes before the updated Terms take effect. If you continue to use our Services after we update the Terms, that means that you agree to and accept the updated version.
2. Our Services.
Subject to these Terms, LivingAI allows you to use the Services on a non-exclusive basis for your own internal purposes.
3. User Accounts.
3.1. You can access our informational website without an account. To use any other Services, you will need to create an account. You can also register by logging in through your Gmail account. You may only do so if that the third-party account is yours and you have the right to use that account with our Services.
We may offer you the option to use the Services together with other members of your organization, by accessing the Services through an "Enterprise Account". The individual who opens the Enterprise Account will be considered an "Administrator" and will have full access to all of the account's features. An Administrator may create additional user accounts associated with the Enterprise Account, configure the permissions for each and have access to all usage data of those such accounts. Each additional user will be required to complete the registration process and accept these Terms.
3.2. LivingAI may modify or discontinue the Services and plans at any time, however, we will notify you of any material changes that may affect you.
3.3. Subject to applicable law, LivingAI may refuse to open an account for any individual or entity at its sole discretion and/or limit the number of Administrator and/or other users the Customer may register.
3.4. You agree to notify us immediately of any unauthorized use of your account. You are solely responsible for all activity on your account, even if that activity was not actually performed by you. To the fullest extent permitted by applicable law, LivingAI will not be responsible for any losses or damage arising from unauthorized use of your account. While we reserve the right to investigate suspected violations of these Terms or illegal and inappropriate behavior through the Services, we cannot guarantee that we will learn of or prevent any inappropriate use of the Services.
4. Fees and Payment.
4.1. In exchange for using our Services, you or Customer (as applicable) agree to pay LivingAI the fees specified on the Platform in accordance with the plan chosen upon registration. Payments shall be made on a monthly basis, in advance of the applicable month. Late payments bear interest at the rate of 1% per month. Except as expressly provided in these Terms, fees, including prepaid fees, are non-refundable.
4.2. Taxes. Where applicable, taxes, including VAT, may also be charged. If payments are subject to tax withholding, the amount to be withheld will be added to the fees charged.
4.3. If you are directed to a third-party payment processor, you may be subject to terms and conditions governing the use of that service. Please review the payment processor's terms and conditions and privacy notice before using such services.
5. Use Restrictions.
5.1. You may not do or attempt to do or allow a third party to do any of the following: (1) decipher, decompile, disassemble, or reverse-engineer any of the code or software used to provide the Services, including framing or mirroring the Services; (2) copy, modify, or distribute the Services in any manner not permitted by these Terms; (3) circumvent or interfere with security-related features of the Services or features that restrict unauthorized use of or access to any Content (as defined below); (4) use any robot, spider, site search or retrieval application, or any other process to retrieve, index, and/or data-mine the Content or circumvent the navigational structure of the Services in any other way; (5) use another's account without permission; (6) remove, alter, or conceal any copyright, trademark, service mark or other such notices incorporated in the Services; and (7) use the Services in any manner not permitted by applicable law, including all applicable export laws and regulations to (re)export the Services and/or any related materials in violation of such laws.
5.2. You may not use our Services if doing so is unlawful. We will cooperate with any law enforcement authorities or court orders requesting that we disclose the identity, behavior, or User Content (as defined below) of anyone believed to have violated these Terms or to have engaged in illegal behavior in connection with the Services.
6. Representations.
By accepting these Terms, you represent that: (a) you are at least 18 years old and have the ability to form a binding contract; (b) your use of the Services will not violate any applicable law or any obligation you have to a third party; (c) all the registration information you submit is and will remain truthful and accurate; (d) you have all necessary rights, consents, and licenses needed to provide any User Content (defined below) that you provide; (e) and the User Content is compliant with applicable law and does not infringe on the intellectual property, privacy, publicity, moral, or any other rights of any third party; and (f) our use of your User Content as allowed under these Terms will not cause us to infringe on the rights of any third party. You also undertake that you will use the Services in compliance with applicable law at all times, including all applicable export laws to ensure that neither the Services nor any related materials are unlawfully exported. If you are registering on behalf of the Customer, you further represent that you are authorized to bind the Customer to these Terms. You also represent that the Customer is duly organized under applicable law, it has the authority to enter into these Terms, and that by doing so and using the Service, it will not be in conflict with any obligations it has to any third party or any legal requirement.
7. Privacy.
If you provide us with any Personal Data about other users of your Enterprise Account and/or any other third party you represent that: (i) you have provided all necessary notices and have, and will maintain all necessary rights and legal bases required under applicable law to provide LivingAI with the Personal Data of such individuals in order to allow LivingAI to process and share such data in order to provide the Services and for LivingAI's internal business purposes, including the improvement of our Services, all as detailed in LivingAI's Privacy Notice, and (ii) you will maintain a record of such legal bases, as required under applicable law; and (iii) you will not provide LivingAI with any sensitive or other categories of data that are subject to additional protections under law, such as data regarding children, finance, and health.
8. Intellectual Property.
8.1. Our Intellectual Property. We retain all worldwide intellectual property rights, title, and interest in our Platform, our Services, including its overall appearance and any text, graphics, designs, videos, interfaces, and underlying source files of the Services, any Content we provide, and our name, trademarks, and logos. In some cases, we have gotten the right to use certain elements from others as part of our Services and in that case, those elements are owned by their respective owner/s. Even though we're allowing you to use our Services, that doesn't mean that we're transferring ownership or any other rights to you or that we're allowing you to use our name, any trademarks, logos, or similar property as your own.
8.2. Your Intellectual Property. When you provide User Content through the Services, that content remains yours. By providing User Content, you do allow us to use it in connection with the Services, including copying, modifying, and preparing derivative works of it where necessary in order to provide the Services, as well as for analytics purposes and for improvement of the Services. If you provide us with any feedback regarding our Services, you agree that we may use it and share it freely.
8.3. Deliverables. Subject to Sections 8.1 and 8.2, and subject to the terms hereof, including the payment in full of any fees due to LivingAI, as applicable, you shall own all proprietary rights in and to any Deliverable(s); provided however that where such ownership would preclude LivingAI from providing its Services to any current or future client (the "Excluded Materials"), then LivingAI shall retain all such intellectual property rights in the Excluded Materials and it shall automatically grant back to you the right to use the Excluded Materials as part of the Deliverable(s). Deliverables may be subject to additional third-party terms, and you hereby agree that your use of any Deliverable(s) will comply with such terms. Deliverables may not be used for political, religious, pornographic, fake news, or for any illegal or unethical purposes.
9. Content and User Content.
9.1. Definitions.
We may provide certain materials, such as images, articles, videos, and reports through the Services and may also allow you and other users to provide certain types of material, such as images, photos, pictures, videos, reports and feedback. "User Content" means materials you provide and "Content" means any content available through the Services, including User Content that may be provided by other users.
9.2. User Content Restrictions.
You are fully and solely responsible for any User Content that you provide. You may not provide any User Content or act in any way that:
9.2.1. violates the legal rights of others, including defaming, abuse, stalking or threatening others;
9.2.2. infringes (or results in the infringement of) the intellectual property, moral, publicity, privacy, or other rights of any third party;
9.2.3. is (or you reasonably believe or should reasonably believe to be) in furtherance of any illegal, counterfeiting, fraudulent, pirating, unauthorized, or violent activity, or that involves (or you reasonably believe or should reasonably believe to involve) any stolen, illegal, counterfeit, fraudulent, pirated, or unauthorized material;
9.2.4. does not comply with any applicable laws, rules, or regulations;
9.2.5. restricts or inhibits use of the Services;
9.2.6. posts, stores, transmits, offers, or solicits anything that contains the following, or that you know or should know contains links to the following or to locations that in turn contain links to the following:
9.2.6.1 material that we determine to be offensive (including material promoting or glorifying hate, violence, bigotry, or any entity (past or present) principally dedicated to such causes or items associated with such causes),
9.2.6.2. material that is racially or ethnically insensitive, defamatory, harassing or threatening,
9.2.6.3. pornography or obscene material,
9.2.6.4. any virus, worm, trojan horse, or other harmful or disruptive component; or
9.2.6.5. anything that encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law or regulation or is otherwise inappropriate or offensive.
10. Copyright – DMCA.
You may not post User Content that violates another's intellectual property rights. As the provider of your User Content, you are responsible for ensuring, to the best of your ability, that the User Content is non-infringing. If we are notified that certain User Content violates intellectual property rights, we may remove that User Content at any time and at our sole discretion, without notifying you, in accordance with the Digital Millennium Copyright Act of 1998 ("DMCA"). We reserve the right to take any additional measures we deem appropriate, including suspending and/or terminating your accounts. If you believe that something appearing on the Services infringes your or another's intellectual property rights, please notify us at support@livingai.com. If you believe that a notice has been wrongly filed against you, you may send us a counter-notice to the address above. Please note that notices and counter-notices must meet the DMCA's requirements and that there can be substantial penalties for false claims under the DMCA. We suggest consulting with your legal advisor before filing a notice or counter-notice.
11. Indemnification
11.1. We agree to indemnify, defend, and hold you harmless from and against any claim, damage, or loss or loss, including reasonable court costs, attorneys' fees, and any fines that you may incur in connection with any actual or threatened claim, demand, action or other proceeding by any third party arising from or relating to a claim that the Services, as delivered, infringe any US patent or copyright or misappropriate any trade secret, provided however, that we shall have no responsibility or liability for any claim to the extent resulting from or arising out of (a) any Deliverable/s; (b) the use of the Services not in compliance with these Terms or applicable law; (c) the combination of the Services with any services that we did not provide; (d) the modification of the Services by any party other than us; or (e) the use of any version of the Services that is not the most up-to-date version.
11.2. You agree to indemnify, defend, and hold harmless LivingAI, its affiliates, and its/their respective directors, officers, employees, subcontractors, and agents from and against any claim, damage, or loss, including reasonable court costs, attorneys' fees, and any fines that may be incurred, that arise directly or indirectly from your: (a) breach of these Terms, including any of your representations or warranties, whether by you or by anyone using your account or device, and whether or not that use was authorized by you; (b) use or misuse of the Services; (c) violation of any law or regulation, including breach of applicable data protection laws; and (d) infringement of any right of any third party.
11.3 Either party claiming indemnification under this Section ("Indemnitee") shall: (i) provide the other party ("Indemnifying Party") with written notice of a claim promptly upon becoming aware thereof, (ii) allow Indemnifying Party to control the defense and settlement of the claim, provided that no settlement may be entered into without the consent of Indemnitee if such settlement would require any action on the part of Indemnitee and further provided that Indemnitee may engage its own counsel at its own expense; and (iii) reasonably cooperate with Indemnifying Party, at Indemnifying Party's expense, in the defense and settlement of the claim.
12. Disclaimers
12.1. OTHER THAN THE WARRANTIES MADE EXPLICITLY IN THESE TERMS, WE DO NOT MAKE ANY ADDITIONAL WARRANTIES (IMPLIED, STATUTORY, OR OTHERWISE) ABOUT THE PLATFORM, SERVICES, DELIVERABLES OR ANY CONTENT, INCLUDING WITHOUT LIMITATION THAT THE SERVICES, PLATFORM AND/OR DELIVERABLES WILL BE OF GOOD QUALITY, USEFUL FOR YOUR OR CUSTOMER'S, AS APPLICABLE, SPECIFIC NEEDS OR ANY PARTICULAR PURPOSE, ACCURATE, ERROR-FREE (OR THAT ERRORS WILL BE CORRECTED), RELIABLE, SECURE, COMPLETE, NON-INFRINGING, OR THAT THE SERVICES WILL BE PROVIDED IN A TIMELY MANNER. THE SERVICES ARE PROVIDED ON AN "AS-IS" AND "AS AVAILABLE" BASIS.
12.2. We cannot control the functionality of services provided by third parties and assume no responsibility for any telephone or network line failure or interruption, or traffic congestion on the Internet or on the Services themselves. We cannot control the actions of bad actors and do not guarantee that we will successfully prevent unauthorized access to or alteration of the Services.
12.3. Users. We cannot anticipate or control the actions or inactions of anyone else, including our clients, users, or unauthorized users. Therefore, we disclaim all liability, regardless of the form of action, for the acts or omissions of any and all users (including unauthorized users), that are not solely due to our gross negligence or willful misconduct.
12.4. User Content. User Content comes from sources outside of our control, we take no responsibility for the accuracy, usefulness, safety, appropriateness, or non-infringement of any User Content; your use of any User Content is at your own risk. We do not endorse any opinions or recommendations expressed in any User Content. We have no obligation to display or maintain any User Content and may remove it without notice to you and for any reason. Please note that User Content may no longer be available to you in the event your account is terminated.
12.5. Data Retention. We are not a data retention service. It is your sole responsibility to back up any data you provide to us or we provide to you. If data you provide to us is lost or corrupted for any reason, we shall not be responsible for any damage or loss you experience if you are unable to recover that data.
12.6. Third-Party Content. Our Platform may provide you with links to third-party services. We make no promises regarding and are not liable for the content, goods, or services provided by such third parties, including any payments submitted through such links. We also cannot make any promises about and are not liable for another party's data protection policies. When you click on any of these links, you do so at your own risk. We urge you to exercise caution when using third-party services.
12.7. In light of the above, you understand that using the Services entails some degree of risk. When you choose to use the Services, you do so at your sole discretion and risk. Some jurisdictions do not allow the exclusion of certain warranties and therefore some of the above exclusions may not apply to you. Check your local laws for any restrictions regarding the exclusion of implied warranties.
13. Limitation of Liability
13.1. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, LIVINGAI (AND ITS AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, EMPLOYEES, OR SUBCONTRACTORS) SHALL NOT BE RESPONSIBLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGE OR LOSS THAT IS NOT A DIRECT RESULT OF YOUR USE OF THE SERVICES. THIS INCLUDES ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT LIVINGAI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
13.2. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, OUR MAXIMUM LIABILITY UNDER THESE TERMS WILL NOT EXCEED A CUMULATIVE AMOUNT OF THE AMOUNT YOU HAVE PAID US IN THE SIX MONTHS PRECEDING THE DATE ON WHICH THE APPLICABLE CLAIM OR CAUSE OF ACTION AROSE, IF APPLICABLE.
14. Term and Account Termination
14.1 Term. These Terms will take effect when you accept them and shall continue in full force and effect until they are terminated in one of the ways described below.
14.2. How to Terminate Your Account. You may request to terminate your account (and, by association, these Terms) at any time by sending an email to support@livingai.com. We will process your request promptly after receiving your notice. Notwithstanding the foregoing, unless otherwise indicated on the Platform when registering for your plan, your plan (and payment therefor) will terminate at the end of the following month after you have submitted a request for termination.
14.3. Termination by an Administrator. Administrators may terminate individual user accounts under the Enterprise Account.
14.4. Termination by LivingAI. We reserve the right to suspend or terminate your account (and, by association, these Terms) at any time and for any reason by providing three days' prior notice. We also have the right to suspend or terminate your account (and, by association, these Terms) immediately if: (i) you violate the letter or spirit of these Terms; (ii) you engage in fraudulent, abusive, or illegal behavior or harass or harm other users, third parties, or our business interests; or (iii) you fail to pay any fees you are required to pay, including if you initiate a chargeback. If your account is terminated, you may not rejoin by opening a new account without our permission.
14.5. Even if your account is terminated, you will still be bound by the sections of these Terms which, by their nature are meant to survive termination.
15. Publicity.
During the Term, we may refer to the Customer as our customer and may display the Customer's name and logo on our website and in other marketing materials.
16. Force Majeure.
Neither party will be liable for any default or delay in its performance of its obligations under this Agreement to the extent caused by a natural disaster, act of God, act of war or terrorism, riot, third-party labor strike, pandemic, or other similar occurrence beyond its reasonable control, provided that the affected party makes all reasonable efforts to comply with its obligations despite the occurrence. The affected party shall, as soon as reasonably practicable, notify the other party of the occurrence. It is clarified that payment obligations hereunder may be delayed due to a force majeure event but will not be excused.
17. Notices.
To provide an official notice in accordance with these Terms, either us or you may send a notice by courier, registered mail, or by email to the addresses we provide each other. Either party may assume its notice has been received one after: (1) business day following delivery by courier, four (4) business days following delivery by registered mail, and one (1) business day after email transmission.
18.General.
These Terms constitute the entire agreement between us and you regarding our Services, and any and all other agreements existing between us regarding the Services are hereby terminated. We may assign our rights and obligations in these Terms to any third party. You may not assign any of your rights or obligations in these Terms to anyone else and any attempt to do so will be void. If either party waives any rights regarding any breach or default of these Terms, that waiver shall not be deemed to waive any other breach or default. The courts in Delaware shall have exclusive jurisdiction over any disputes regarding these Terms. The laws of Delaware shall govern these Terms without regard to the United Nations Convention on the International Sales of Goods. In the event that a court rules that a provision of these Terms is unenforceable, that provision shall be replaced with an enforceable provision which most closely achieves the effect of the original and the remaining terms of these Terms shall remain in full force and effect. Nothing in these Terms creates any agency, employment, joint venture, or partnership relationship between us and you, and nothing in these Terms enables you to act on our behalf.