EULA | Live Time

1. Introduction

a. This End-User License Agreement (“EULA”) is an agreement between you and Live Time Inc. (“Licensor”), a company registered under the laws of Delaware.

b. Licensor is the developer and owner of the Live Time App, which is available for download (the “Licensed Application”). Your license to use the Licensed Application is subject to your prior acceptance of this EULA. BY CLICKING ON THE “I AGREE” BUTTON, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF THIS EULA, DO NOT ACCESS, DOWNLOAD, OR INSTALL THE LICENSED APPLICATION.

c. Any questions, comments, complaints, or claims with respect to the Licensed Application or this EULA should be directed to Licensor at emily@liveti.me.

2. Proprietary Rights

You acknowledge and agree that the Licensed Application and the services provided by Licensor via Licensed Application (the “Services”), as well as all data and materials provided to you by Licensor (“Licensor Data”), are proprietary to Licensor. All right, title, and interest, including all intellectual property rights, in and to the Licensed Application, the Services, and the Licensor Data, and all derivatives, enhancements, modifications, and improvements thereto, are and shall be the sole and exclusive property of Licensor. All trademarks, trade names, service marks, and copyrights in and pertaining to the Licensed Application and Services are owned by Licensor. This EULA does not grant you any intellectual property rights in the Licensed Application, the Services, or the Licensor Data. ALL RIGHTS TO THE LICENSED APPLICATION, THE SERVICES, AND THE LICENSOR DATA THAT ARE NOT EXPRESSLY GRANTED TO YOU HEREIN ARE RESERVED BY LICENSOR.

3. License

a. Scope of License: Licensor grants to you a nontransferable license to use the Licensed Application in accordance with the terms set forth herein. The terms of this EULA will govern any content, materials, or services accessible from or included within the Licensed Application, as well as upgrades provided by Licensor that replace or supplement the original Licensed Application. Licensor may, from time to time, release updates to the Licensed Application, which may include bug fixes, improvements, and new features. You agree to install and use these updates as part of your use of the Licensed Application.

b. Restrictions: You may not distribute or make the Licensed Application available over a network where it could be used by multiple devices at the same time. You may not transfer, redistribute, or sublicense the Licensed Application. You may not copy, reverse-engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Licensed Application, any updates, or any part thereof (except as and only to the extent that any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open-sourced components included with the Licensed Application). You may not (i) use the Licensed Application for any unlawful purpose or in violation of any applicable laws or regulations; (ii) share, sublicense, or transfer your rights under this EULA to any third party, nor (iii) use the Licensed Application to harass, harm, or infringe upon the rights of others.

c. Your Responsibilities:You represent and warrant that: (i) you will comply with all applicable laws, rules, and regulations regarding privacy and confidentiality; (ii) you will use the Licensed Application only for lawful purposes; and (iii) your acceptance of and performance of this EULA and your use of the Licensed Application and the Services do not and shall not violate any applicable law or regulation, or any agreement by which you are bound. You are solely responsible for your use of the Licensed Application or Services. You are solely responsible for the quality, accuracy, content, and completeness of the data you transmit via the Licensed Application (“User Data”). You shall not interfere with, or disrupt, other users of the Licensed Application.

d. Acceptable Use: You are solely responsible for the content of any data or transmissions using the Licensed Application. We are under no obligation to review or edit, nor do we take any responsibility for, data, content, information or materials you create, store, or transmit through the Licensed Application. You may not use or facilitate use of the Licensed Application to transmit, store, display or otherwise make available any content that is inappropriate, or material that is otherwise illegal, harmful, fraudulent, offensive, or that infringes the intellectual property, copyright or proprietary rights of others. This includes but is not limited to content that is reasonably determined by us to be obscene (including child pornography), defamatory, libelous, threatening, abusive, hateful, or inflammatory. You may not use, or facilitate use of, the Licensed Application to solicit the performance of any illegal or violent activity, even if the activity itself is not performed.

4. Data

a. Consent to Use of Usage and Technical Data:You agree that Licensor may collect and use usage data, technical data, and related information—including but not limited to information about your device, system, and application software, and peripherals—that are gathered or collected by Licensor (“Technical Data”) for all legitimate business purposes in accordance with Licensor’s Privacy Policy, including (i) to provide the Licensed Application and the Services to you, (ii) to provide product support, and other services to you related to the Licensed Application, and (iii) to improve the Licensed Application and the Services.

b. Aggregated Data:Licensor is permitted to aggregate and anonymize User Data, Technical Data, and/or other data that you provide to Licensor, (“Aggregated Data”), provided that such Aggregated Data does not identify to any third party that you are the source of the Aggregated Data. Licensor shall be the owner of the Aggregated Data and reserves the right to use, license, and sublicense the Aggregated Data.

5. Privacy

You acknowledge that by your acceptance of this EULA and your use of the Licensed Application, Licensor may receive information that may include personal information, such as names, addresses, and contact information (“Personal Data”). You warrant that you have the legal right to disclose all Personal Data that you in fact disclose to Licensor under or in connection with this EULA. Licensor will handle all Personal Data in accordance with Licensor’s Privacy Policy which can be found on our website. You authorize Licensor to collect, use, store, or otherwise process Personal Data.

6. External Services

a. External Services:The Licensed Application may enable access to third-party services and websites (collectively and individually, “External Services”). You agree to use the External Services at your sole risk. Licensor is not responsible for examining or evaluating the content or accuracy of any third-party External Services, and shall not be liable for any such third-party External Services. Data displayed by any Licensed Application or External Service, including but not limited to financial, medical, and location information, is for general informational purposes only and is not guaranteed by Licensor or its agents. You will not use the External Services in any manner that is inconsistent with the terms of this EULA or that infringes the intellectual property rights of Licensor or any third party. You agree not to use the External Services to harass, abuse, stalk, threaten or defame any person or entity, and that Licensor is not responsible for any such use. To the extent you choose to use such External Services, you are solely responsible for compliance with any applicable laws. Licensor reserves the right to change, suspend, remove, disable or impose access restrictions or limits on any External Services at any time without notice or liability to you.

b. Third Party Terms: You must comply with the applicable third party terms of all External Services that you access when using the Licensed Application, e.g., if you import contacts from a social media account, then you must not do so in violation of the terms of use of the social media platform provider or the permissions of any of the contacts.

c. Google Maps: The Licensed Application includes Google Maps features and content. Use of the Google Maps features is subject to the Google Maps End User Additional Terms and the Google Privacy Policy.

7. Termination

This EULA is effective until terminated by you or Licensor. You may terminate this EULA by uninstalling the Licensed Application from your device. Licensor may terminate this EULA at any time and for any reason. Your rights under this EULA will terminate automatically if you fail to comply with any of its terms. Upon termination, you must cease all use of the Licensed Application and uninstall it from your device.

8. Disclaimer of Warranties and Liability

a. Disclaimer of Warranties:YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE LICENSED APPLICATION IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSED APPLICATION AND ANY SERVICES PERFORMED OR PROVIDED BY THE LICENSED APPLICATION ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND LICENSOR HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE LICENSED APPLICATION AND ANY SERVICES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND OF NONINFRINGEMENT OF THIRD-PARTY RIGHTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSOR OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE LICENSED APPLICATION OR SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.

b. Limitation of Liability:TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL LICENSOR BE LIABLE FOR PERSONAL INJURY OR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE LICENSED APPLICATION OR SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. In no event shall Licensor’s total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of fifty dollars ($50.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.

c. Indemnification:You agree to indemnify and hold harmless Licensor and its affiliates, directors, officers, agents, employees, successors, and assigns (together the “Licensor Indemnitees”) from and against any and all losses, liabilities, damages, costs (including reasonable attorneys’ fees) and expenses arising as a result of any claim, suit or proceeding brought by a third party against any Licensor Indemnitee in connection with your access to or use of the Licensed Application or the Services.

9. Legal Provisions

a. Export Laws:You may not use or otherwise export or re-export the Licensed Application except as authorized by United States law and the laws of the jurisdiction in which the Licensed Application was obtained. In particular, but without limitation, the Licensed Application may not be exported or re-exported (a) into any U.S.-embargoed countries or (b) to anyone on the U.S. Treasury Department’s Specially Designated Nationals List or the U.S. Department of Commerce Denied Persons List or Entity List. By using the Licensed Application, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use these products for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture, or production of nuclear, missile, or chemical or biological weapons.

b. Commercial Items:The Licensed Application and related documentation are “Commercial Items”, as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.

c. Legal Compliance:You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

d. Governing Law: Except to the extent expressly provided in the following paragraph, this EULA and the relationship between you and Licensor shall be governed by the laws of the State of New York, excluding its conflicts of law provisions. You and Licensor agree to submit to the personal and exclusive jurisdiction of the courts located within New York County, NY, to resolve any dispute or claim arising from this Agreement. Specifically excluded from application to this EULA is that law known as the United Nations Convention on the International Sale of Goods.

10. Miscellaneous

a. Entire Agreement: This EULA constitutes the entire agreement between you and Licensor regarding the Licensed Application and supersedes all prior agreements, understandings, or representations.

b. Electronic Signature:In accordance with the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. § 7001 et seq., the New York Electronic Signatures and Records Act, N.Y. State Tech. Law § 301 et seq., and other similar laws in relevant jurisdictions, the parties agree that all documents, records, and electronic authentications used in the Licensed Application and the Services shall be considered for all intents and purposes as valid and binding originals and signatures.

11. Additional Terms Applicable to Apple App Store Downloads

If you download the Licensed Application from the Apple App Store, the additional terms set forth in this Section 11 apply to you and to your use of the Licensed Application.

a. Acknowledgements: You acknowledge that this EULA is concluded between you and Licensor only, and not with Apple. Licensor is solely responsible for the Licensed Application and the content thereof. This EULA is not intended to provide for usage rules for the Licensed Application that are in conflict with the Apple Media Services Terms and Conditions, which shall govern in case of any conflict with this EULA. Apple reserves all rights in and to the Apple App Store that are not expressly granted to you under the relevant Apple App Store terms.

b. License Scope Limitation: Licensor grants you a nontransferable license to use the Licensed Application on any Apple-branded products that you own or control and as permitted by the usage rules set forth in the Apple App Store terms and conditions. If you sell your Apple Device to a third party, you must remove the Licensed Application from the Apple Device before doing so.

c. Maintenance and Support: Licensor is solely responsible for providing any maintenance and support services with respect to the Licensed Application, to the extent specified in this EULA, or as required under applicable law. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Licensed Application.

d. Warranty:Subject to the warranty disclaimers and limitation of liability clauses of this EULA, with respect to the Licensed Application, Licensor is solely responsible for any product warranties, whether express or implied by law. In the event of any failure of the Licensed Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, if any, for the Licensed Application to you; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Licensed Application, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be Licensor’s sole responsibility.

e. Product Claims:You acknowledge that Licensor, not Apple, is responsible for addressing any claims by you or any third party relating to the Licensed Application or your possession and/or use of the Licensed Application, including, but not limited to: (i) product liability claims; (ii) any claim that the Licensed Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy, or similar legislation, including, if and when applicable, in connection with the Licensed Application’s use of the HealthKit and HomeKit frameworks.

f. Intellectual Property Rights:You acknowledge that, in the event of any third party claim that the Licensed Application or your possession and use of the Licensed Application infringes that third party’s intellectual property rights, Apple shall not be responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.

g. Third Party Beneficiary:You acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of this EULA, and that, upon your acceptance of the terms and conditions of this EULA, Apple will have the right (and will be deemed to have accepted the right) to enforce this EULA against you as a third party beneficiary thereof.

12. Additional Terms Applicable to Google Play Downloads

By downloading the Licensed Application from Google Play (or its successors) operated by Google, Inc. or one of its affiliates (“Google”), you specifically acknowledge and agree that to the extent of any conflict between (a) the Google Play Terms of Services and the Google Play Business and Program Policies or such other terms which Google designates as default end user license terms for Google Play (all of which together are referred to as the “Google Play Terms”), and (b) the other terms and conditions in this EULA, the Google Play Terms shall apply with respect to your use of the Licensed Application that you download from Google Play, and you hereby acknowledge that Google does not have any responsibility or liability related to compliance or non-compliance by Licensor or you (or any other user) under this EULA or the Google Play Terms.

End-User License Agreement for the Live Time App