LiveryDesk.com Terms and Conditions

Introduction

Welcome to LiveryDesk.com, the website and online cloud service of LiveryDesk, Inc. LiveryDesk provides one place, online, for on demand service providers to manage their entire business. This Terms of Use Agreement (Agreement) is a contract between you and LiveryDesk and explains the terms that govern your use of the online services, mobile services, website (and any materials on the website), software, and other services that we provide or otherwise make available on LiveryDesk.com (collectively, Service). You must read and agree to these terms before using the Service, and if you do not agree with them, you may not use the Service.

By accessing or using the Service or by clicking “I Agree”, you signify that you have read, understood and agree to be bound by this Agreement and to the collection and use of your information as set forth in the LiveryDesk Privacy Policy. This Agreement applies to all visitors of the website or users of the Service, including, as applicable, individual employees at a company (collectively, Users). If you open a LiveryDesk account or are otherwise a registered User and/or are using the website or Service on behalf of a company and/or its employees, you represent and warrant that you have the authority to act on behalf of and bind that company and/or its employees to this Agreement. References to “User” or “you” in this Agreement shall include that company and/or its employees.

Use of Our Service

The products and services described on the Service are only available for persons in those jurisdictions in which they may legally be sold. Nothing on the Service shall be considered a solicitation to buy or an offer to sell anything to any person in any jurisdiction in which such offer, solicitation, purchase or sale would be unlawful. Any use of or access to the Service by anyone under 13 years of age is strictly prohibited and in violation of this Agreement.

The Service is designed for use by employers and employees in the United States, except for those other countries expressly supported for the onboarding function as reflected in the Service. Other than for expressly supported international onboarding, you are not authorized to use the other features of the Service for employees located outside of the United States. Unless otherwise expressly stated, all materials found on the Service are solely directed to individuals, companies or other entities located in the United States. Those who access or use the Service from other jurisdictions do so at their own risk and are entirely responsible for compliance with all applicable United States and local laws and regulations, including, but not limited to, export and import regulations. You may not use the Service if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government.

License to Use Our Services

Subject to these Terms, we grant to you a limited, non-exclusive, non-transferable license to use our Services for your internal use and not for resale or further distribution. Your right to use our Services is limited by all terms and conditions set forth in these Terms. Except for your pre-existing rights and this license granted to you, we and our licensors retain all right, title and interest in and to our Services, including all related intellectual property rights. Our Services are protected by applicable intellectual property laws, including United States copyright law and international treaties.

You will not (and you will ensure that your individual Users, such as employees and contractors, will not) engage in any of the following prohibited activities: (i) copying, distributing or disclosing any part of the Service in any medium, including, without limitation, by any automated or non-automated “scraping”, (ii) using any automated system, including, without limitation, “robots,” “spiders” and “offline readers,” to access the Service in a manner that sends more requests to the LiveryDesk servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser, (iii) transmitting spam, chain letters or other unsolicited email, (iv) attempting to interfere with, compromise the system integrity or security of or decipher any transmissions to or from, the Service or the servers running the Service, (v) taking any action that may impose an unreasonable or disproportionately large load on our infrastructure, as determined by LiveryDesk, (vi) uploading invalid data, viruses, worms or other software agents through the Service, (vii) collecting or harvesting any personally identifiable information, including account names, from the Service, (viii) using the Service for any commercial solicitation purposes, (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity, (x) using the Service in order to obtain information about LiveryDesk, the Service or our customers for the purpose of competing with LiveryDesk or otherwise replicating some or all of the Service for any reason, (xi) modifying, disassembling, decompiling or reverse engineering the Service or any part of the Service, (xii) accessing any content on the Service through any technology or means other than those provided or authorized by the Service, or (xiii) bypassing the measures we may use to prevent or restrict access to the Service, including, without limitation, features that prevent or restrict use or copying of LiveryDesk Content or enforce limitations on use of the Service or LiveryDesk Content.

Without prior notice to you, we may change the Service, stop providing the Service or features of it, to you or to all of our Users generally or create usage limits for the Service. We may permanently terminate or temporarily suspend your access to the Service without notice and liability to you for any lawful reason, including, if in our sole determination, you violate any provision of this Agreement, or for no reason if lawfully permitted. Upon any termination, you will continue to be bound by any terms of this Agreement that by their nature extend beyond termination.

LiveryDesk will comply with all laws and regulations applicable to LiveryDesk in its provision of the Service to you.

The fees as well as telephony charges incurred for your use of the Service will be billed to your credit card and you authorize the card issuer to pay any amounts set forth herein and authorize LiveryDesk (or our billing agent) to charge your credit card account until you or we cancel or terminate your pricing tier; provided that if payment is not received from your credit card issuer, you agree to pay all amounts due upon demand. You must provide current, complete and accurate billing and credit card information. You agree to pay all costs of collection, including attorney's fees and costs, on any outstanding balance. In certain instances, the issuer of your credit card may charge you a foreign transaction fee or related charges, which you will be responsible to pay.

You will be responsible for payment of any applicable sales, use and other taxes and all applicable export and import fees, customs duties and similar charges (other than taxes based on LiveryDesk’s income), and any related penalties and interest for the grant of access rights hereunder, or the delivery of related services. You will make all required payments to LiveryDesk free and clear of, and without reduction for, any withholding taxes. Any such taxes imposed on payments to LiveryDesk will be your sole responsibility, and you will, upon LiveryDesk’s request, provide LiveryDesk with official receipts issued by appropriate taxing authorities, or such other evidence as LiveryDesk may reasonably request, to establish that such taxes have been paid.

Our Proprietary Rights

Except for materials such as logos, trademarks and service marks owned by our business partners or licensors, the Service and all materials in or accessible through the Service, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos and music (LiveryDesk Content), and all related intellectual property rights in the LiveryDesk Content, are the exclusive property of LiveryDesk. Except as explicitly provided herein, nothing in this Agreement grants you a license in or under any of our intellectual property rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any LiveryDesk Content. The website and any LiveryDesk Content on the website are solely for your personal, informational and non-commercial use. Use of the LiveryDesk Content for any purpose not expressly permitted by this Agreement is strictly prohibited.

You may choose to, or we may invite you to, submit comments or ideas about the Service, including how to improve the Service (Ideas). By submitting any Ideas, you agree that you have the rights necessary to submit the Ideas and that LiveryDesk is free to use and disclose the Ideas, including incorporating the Ideas in our Service, without restriction and without any additional compensation to you. By accepting your Ideas, we do not waive any rights to use similar or related ideas previously known to us, or developed by LiveryDesk’ employees or obtained from sources other than you.

Mobile Software

A. Mobile Software. From time to time, we may make available software to access the Service via a mobile device (Mobile Software). To use the Mobile Software, you must have a mobile device that is compatible with the Mobile Software. We do not warrant that the Mobile Software will be compatible with your mobile device. You agree that you are solely responsible for any mobile data usage or other similar charges incurred by you in connection with the Mobile Software. Subject to the terms and conditions of this Agreement, LiveryDesk grants you a non-exclusive, non-transferable, revocable license to use the Mobile Software for one LiveryDesk account on one mobile device owned or leased solely by you and in accordance with the features made available to you. You may not: (i) modify, disassemble, decompile or reverse engineer the Mobile Software, except to the extent that such restriction is expressly prohibited by law, (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Mobile Software to any third party or use the Mobile Software to provide time sharing or similar services for any third party, (iii) make any copies of the Mobile Software, (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Mobile Software, features that prevent or restrict use or copying of any content accessible through the Mobile Software or features that enforce limitations on use of the Mobile Software, or (v) delete the copyright and other proprietary rights notices on the Mobile Software.

You acknowledge that LiveryDesk may from time to time issue updates to the Mobile Software, and may automatically upgrade the version of the Mobile Software that you are using on your mobile device. You consent to such automatic upgrades, and agree that the terms and conditions of this Agreement will apply to all such upgrades. Any open source or third-party code that may be incorporated in the Mobile Software is covered by the applicable open source or third-party terms, if any, authorizing use of such code. LiveryDesk or its third-party partners or licensors retain all right, title and interest in the Mobile Software (and any copy thereof).

B. Mobile Software from the Apple App Store. The following applies to any Mobile Software you acquire from Apple’s App Store (App Store-Sourced Software): You acknowledge that this Agreement is solely between you and LiveryDesk, not Apple, and that Apple has no responsibility for the App Store-Sourced Software or content thereof. Your use of the App Store-Sourced Software must comply with the App Store Terms of Service. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store-Sourced Software. In the event of any failure of the App Store-Sourced Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, as applicable, for the App Store-Sourced Software to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store-Sourced Software. You acknowledge that Apple is not responsible for addressing your claims or those of any third party relating to the App Store-Sourced Software or your possession and/or use of the App Store-Sourced Software, including, but not limited to: (i) product liability claims, (ii) any claim that the App Store-Sourced Software fails to conform to any applicable legal or regulatory requirement, and (iii) claims arising under consumer protection or similar legislation. All such claims as well as any claims losses, liabilities damages, costs or expenses attributable to any failure to conform to any warranty, are governed solely by this Agreement and any law applicable to LiveryDesk as provider of the software.

You acknowledge that, in the event of any third-party claim that the App Store-Sourced Software or your possession and use of that App Store-Sourced Software infringes that third party’s intellectual property rights, LiveryDesk, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such claim to the extent required by this Agreement. You and LiveryDesk acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of this Agreement as it relates to your license of the App Store-Sourced Software, and that, upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement as it relates to your license of the App Store-Sourced Software against you, as a third-party beneficiary thereof.

C. Mobile Software from Google Play Store. The following applies to any Mobile Software you acquire from the Google Play Store (Google-Sourced Software): (i) you acknowledge that this Agreement is between you and LiveryDesk only, and not Google, Inc. (Google), (ii) your use of Google-Sourced Software must comply with Google’s then-current Google Play Store Terms of Service, (iii) Google is only a provider of the Google Play Store where you obtained the Google-Sourced Software, (iv) LiveryDesk, and not Google, is solely responsible for the Google-Sourced Software, (v) Google has no obligation or liability to you with respect to Google-Sourced Software, and (vi) you acknowledge and agree that Google is a third-party beneficiary to this Agreement as it relates to the Google-Sourced Software.

No Professional Advice

If we provide you any professional information in the course of providing the Service, it is for informational purposes only and should not be construed as professional advice. No action should be taken based upon any such information without first seeking independent professional advice from a person who is licensed and/or qualified in the applicable area.

For clarity, you will be solely responsible for: (i) compliance with any and all applicable laws, rules and regulations affecting your business, and (ii) any use you may make of the Service to assist you in complying with any such laws, rules or regulations. The Service does not include any legal, regulatory, accounting or tax advice. You will retain and rely solely upon your own advisors with respect to such advice.

Notwithstanding the foregoing, if you elect to use LiveryDesk for Insurance Services and you request and are provided with professional advice from a LiveryDesk benefits advisor or licensed sales representative, then you are authorized to use and rely upon such professional advice.

No Warranty

THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND AND LIVERYDESK EXPRESSLY DISCLAIMS ANY SUCH WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM LIVERYDESK OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, LIVERYDESK, ITS AFFILIATES AND ITS LICENSORS DO NOT WARRANT THAT THE LIVERYDESK CONTENT IS ACCURATE, RELIABLE OR CORRECT, THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION OR WILL BE UNINTERRUPTED OR SECURE, THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH YOUR USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH CONTENT.

LIVERYDESK DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, AND LIVERYDESK WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES, EXCEPT IN THOSE CIRCUMSTANCES IN WHICH LIVERYDESK EXPRESSLY AGREES TO BE A PARTY TO A TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

FEDERAL LAW, SOME STATES, PROVINCES AND OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION AND LIMITATIONS OF CERTAIN IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE. THE DISCLAIMERS AND EXCLUSIONS UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LIVERYDESK, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS AND LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING YOUR USE OF, OR INABILITY TO USE, THE SERVICE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LIVERYDESK ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES OR INACCURACIES OF THE SERVICE, (II) PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICE, (III) THE CONTENT OF YOUR HOSTED DATA, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE, (V) ANY BUGS, VIRUSES, TROJAN HORSES OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY, (VI) ANY ERRORS OR OMISSIONS IN THE SERVICE OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE, AND/OR (VII) THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY THIRD PARTY. LIVERYDESK, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR DIRECT DAMAGES, IN THE AGGREGATE, EXCEEDING THE AMOUNT YOU PAID TO LIVERYDESK HEREUNDER IN THE 12 MONTHS PRECEDING THE CLAIM THAT GAVE RISE TO THE LIABILITY.

NOTWITHSTANDING THE FOREGOING, SOLELY AS TO INSURANCE SERVICES, LIVERYDESK WILL BE LIABLE TO YOU FOR DIRECT DAMAGES (AND ONLY FOR DIRECT DAMAGES) CAUSED BY LIVERYDESK’S NEGLIGENT ERRORS AND/OR OMISSIONS, SUBJECT TO APPLICABLE PRINCIPLES OF CONTRIBUTORY NEGLIGENCE. FOR CLARITY, LIVERYDESK WILL HAVE NO LIABILITY TO YOU UNDER THIS PARAGRAPH FOR NEGLIGENT ERRORS AND/OR OMISSIONS CAUSED BY YOU, YOUR CARRIERS OR ANYONE OTHER THAN LIVERYDESK.

THE LIMITATIONS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION, AND WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER BASIS, EVEN IF LIVERYDESK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE EXCLUSIONS AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

Trademarks

The trademarks, logos, and service marks (collectively “Trademarks”) appearing on the LiveryDesk website are the property of LiveryDesk, Inc. Nothing contained on the LiveryDesk website should be construed as granting any license or right to use any Trademark without the prior written permission of the party that owns the Trademark. In particular, the LiveryDesk™ logo is a trademark of LiveryDesk, Inc. in the United States.

Contacting Us

If you have any questions or concerns about our Services or these Terms, you may contact us at:

LiveryDesk, Inc.

info@liverydesk.com