Welcome to Liyfe.io! The website Liyfe.io ("Site") and any services provided are provided by Liyfe, Inc., ("we", "us", or "our") to provide any services offered via the Site, or via the (collectively, the "Services") to you ("User", "Users", "you", or "your"). These Services include Services that allow you to: (i) upload or sync certain data, including data from your third-party service providers that may contain personal information that identifies you or another person or company to Liyfe.io; (ii) allow you to use the Services to transfer or sync this certain data to supported third parties, while granting us a license to the same as outlined within this document.
1.1. We may change, modify, add or remove portions of the Agreement (each, an "Update") at any time and in our sole discretion without prior notice and each such Update will be effective immediately. If we make an Update, we will change the "Last Updated" date above. Your continued use of the Site or Services will confirm your acceptance of the Update. We encourage you to frequently review this Agreement to ensure you understand the latest terms and conditions associated with use of the Site or Services. If you do not agree to an Update, you must discontinue using the Site and Services.
2.1. The Site and Services, including all information and materials contained in the Site and Services, is owned and operated by Liyfe.io or, to the extent expressly otherwise indicated in the Site and Services, other parties. All content, images, illustrations, designs, names, products, services, icons, photographs, video clips, typefaces, source and object code, format, queries, algorithms, visual interfaces, HTML, information, graphics, design, look and feel, compilation and all other elements (whether written or otherwise) of the Site and Services (collectively, the "Materials"), as well as their selection and arrangement, and all intellectual property and other rights relating to Materials, are protected by, as appropriate by United States copyright, trade dress, patent, and trademark laws, international laws and conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. All Materials are the property of Liyfe.io or its subsidiaries or affiliated companies and/or third-party licensors. Except as expressly authorized by Liyfe.io under this Agreement, you agree not to directly or indirectly sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Materials.
2.2. User hereby grants to Liyfe.io a non-exclusive, worldwide, fully paid-up, and royalty-free license to use, reproduce, modify, create derivative works, distribute, display and transmit any data voluntarily contributed by the User to Liyfe.io via the connectors or APIs ("User Upload Data") solely for those purposes necessary to provide the Services.
2.3. User warrants to Liyfe.io that, and shall ensure that, no User Upload Data contains content that may infringe upon the intellectual property rights of another, nor would the User Upload Data violate any applicable laws of any jurisdiction, including the United States, and that the User has all necessary rights to grant the rights provided within this Agreement, including within the preceding section, to Liyfe.io.
2.4. Ownership. Notwithstanding any provision to the contrary herein, User shall at all times retain sole ownership of its User Upload Data. As between the parties, Liyfe.io owns and retains all right, title, and interest in and to the Services. There are no implied licenses granted by Liyfe.io under this Agreement.
3.1. YOU UNDERSTAND AND HEREBY ACKNOWLEDGE AND AGREE THAT YOU WILL ABIDE BY THE USAGE RULES SET FORTH IN THIS SECTION 3 (THE "GUIDELINES"). IN PARTICULAR, YOU WILL NOT:
3.1.1. use the Site or Services or any information displayed within the Site and Services to stalk, harass, abuse, defame, threaten or defraud other Users, or collect, attempt to collect or store location or personal information about other Users;
3.1.2. use the Site or Services if you are under the age of eighteen (18) years old;
3.1.3. use the Site or Services for any illegal purpose, or in violation of any local, state, national, or international law, including laws governing intellectual property or other proprietary rights, data security, privacy or import or export control;
3.1.4. make unsolicited offers, advertisements, proposals, or send junk mail, to other Users. This includes, but is not limited to, unsolicited advertising, promotional materials or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, and petitions for signatures, surveying or requests to participate in surveys or studies;
3.1.5. impersonate any person or entity, falsely claim an affiliation with any person or entity, or access the Site and Services accounts of other Users;
3.1.6. misrepresent the source, identity or content of information transmitted via the Site and Services;
3.1.7. remove, circumvent, disable, damage or otherwise interfere with security-related features of the Site and Services, features that prevent or restrict use or copying of any content accessible through the Site and Services, or features that enforce limitations on use of the Site and Services;
3.1.8. intentionally interfere with or damage operation of the Site and Services or Services or any User's enjoyment of them, by any means, including uploading or otherwise disseminating viruses, worms, invalid data, key loggers, spyware, Trojan horses, time bombs, or other malicious or harmful code, or imposing an unreasonable or disproportionately large load on our infrastructure;
3.1.9. post, store, send, transmit, or disseminate any information or material that a reasonable person could deem to be objectionable, defamatory, libelous, offensive, obscene, indecent, pornographic, harassing, threatening, embarrassing, distressing, vulgar, hateful, racially or ethnically or otherwise offensive to any group or individual, intentionally misleading, false, harmful to minors, or otherwise inappropriate, regardless of whether the information or material, or its dissemination, is unlawful;
3.1.10. post, store, send, transmit, or disseminate any information or material that infringes any patents, trademarks, trade secrets, copyrights, or any other proprietary or intellectual property rights;
3.1.11. attempt to gain unauthorized access to the Site and Services, or any part of it, other accounts, computer systems or networks connected to the Site and Services, or any part of it, through hacking, password mining or any other means or interfere or attempt to interfere with the proper working of the Site and Services or any activities conducted on the Site and Services;
3.1.12. hack, spam or phish Liyfe.io or any Users;
3.1.13. hold us responsible for your use of the Site and Services;
3.2. Please let us know about any inappropriate behavior that you become aware of within the Site and Services. If you find something that violates these Guidelines or the Agreement otherwise, let us know by sending us an email to email@example.com. We reserve the right, in our sole and absolute discretion, to deny you or anyone access to the Site and Services without notice.
4.1. WE RESERVE THE RIGHT, BUT HAVE NO OBLIGATION, TO HAVE OUR SYSTEMS MONITOR ANY USER'S USE OF THE SITE AND SERVICES OR SERVICES. ACCORDINGLY, WE ALSO RESERVE THE RIGHT TO DISABLE ANY USER'S USE OF OR ACCESS TO THE SITE AND SERVICES.
4.2. You alone are responsible for your involvement with other Users. You agree that we will not be responsible for any loss or damage incurred as the result of any such interactions.
5.1. As between us and you, you (or your licensors) will own any and all information, data, and other content, in any form or medium, that is collected, downloaded, or otherwise received, directly or indirectly, from you (or on your behalf) by or through Liyfe.io ("Your Content"). For an Organizational account, we may assume, in our sole discretion, that all of Your Content belongs to that Organization. Notwithstanding the foregoing, you acknowledge and agree that we may retain, take possession of, delete, or deny you access to Your Content if we believe, in our sole discretion, that some or all of Your Content, or your use of Liyfe.io, violates these Terms.
If you are an individual using Liyfe.io on behalf of an Organization and are collaborating with other employees or other individuals who have access to Your Content under your Liyfe.io Account, or if you share Your Content with other individuals within or outside of such Organization, the content on your Liyfe.io Account that you make available to such other individuals (as well as other information, such as the names and contact information of other individuals who have access to your workspace(s) or Your Content within Liyfe.io) will be visible, accessible, and, depending on their designated level of access, editable by such individuals.
You can remove Your Content from your Liyfe.io Account by deleting it. However, in certain instances, some of Your Content may not be completely removed. We are not responsible or liable for the removal or deletion of any of Your Content, or any failure to remove or delete such content.
In connection with Your Content, you represent and warrant that: (i) you have all necessary rights, licenses, and consents to provide, receive, access, and/or use Your Content and any other content you provide, receive, access, and/or use through or in connection with Liyfe.io; and (ii) Your Content and our use thereof as contemplated by these Terms and our Service will not violate any law or infringe any rights of any third party, including any intellectual property rights and privacy rights.
We take no responsibility and assume no liability for Your Content. You shall be solely responsible for Your Content and the consequences of posting it, publishing it, sharing it, or otherwise making it available on Liyfe.io. You shall be solely responsible and indemnify us for Your Content.
6.1. You may not: (i) modify, disassemble, decompile or reverse engineer the Site or Services; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Site or Services to any third party or use the Site or Services to provide time sharing or similar services for any third party; (iii) make any copy of the Site or Services; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Site or Services; or (v) delete the copyright and any other proprietary rights notice on the Site and Services.
7.1. You agree that Liyfe.io, as the result of a good faith belief that you have violated any of the terms of the Agreement, may suspend your use of the Site or Services or any portion thereof at any time. These remedies are in addition to any other remedies we may have at law or inequity.
8.1. THE SITE AND SERVICES ARE MADE AVAILABLE "AS IS," "AS AVAILABLE" AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. LIYFE.IO, AND ITS SUPPLIERS, LICENSORS AND PARTNERS, DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FORA PARTICULAR PURPOSE AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS.
8.2. LIYFE.IO AND ITS SUPPLIERS, LICENSORS AND BUSINESS PARTNERS DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SITE AND SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
8.3. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
9.1. You agree to indemnify, defend, and hold Liyfe.io (and its affiliated companies and its and their respective contractors, employees, directors, officers, agents, suppliers, licensors and partners) harmless from any and all claims, suits, actions, losses, costs, damages, and any other liabilities, including attorneys' fees, brought by a third party arising out of or related to: (i)your use or misuse of the Services generally; (ii) any violation of the rights of any other person or entity by you; (iii) any allegation, whether true or not, that any of User's User Upload Data violates the applicable law of any relevant jurisdiction; or (iv) any allegation, whether true or not, that anyUser's User Upload Data infringes upon or misappropriate the intellectual property or other proprietary right of a third party (v) any breach or violation by you of the Guidelines or the Agreement otherwise. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims.
10.1. YOU ACKNOWLEDGE AND AGREE THAT UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, WILL LIYFE.IO (OR ITS AFFILIATED COMPANIES OR ANY OFITS OR THEIR RESPECTIVE CONTRACTORS, EMPLOYEES, DIRECTORS, OFFICERS, AGENTS, SUPPLIERS, LICENSORS OR BUSINESS PARTNERS) BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, RELIANCE, CONSEQUENTIAL OR EXEMPLARY DAMAGES, EVEN IF LIYFE.IO OR AN LIYFE.IO AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 10 WILL SURVIVE ANY TERMINATION OR EXPIRATION OF THE AGREEMENT AND WILL APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
YOU ACKNOWLEDGE AND AGREE THAT LIYFE.IO HAS OFFERED THE SITE AND SERVICES AND ENTERED INTO THE AGREEMENT IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH ABOVE. YOU FURTHER ACKNOWLEDGE AND AGREE THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH INTHIS AGREEMENT REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND LIYFE.IO AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH IN THE AGREEMENT FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND LIYFE.IO. LIYFE.IO WOULD NOT BEABLE TO PROVIDE THE SITE AND SERVICES TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS AND DISCLAIMERS.
12.1 Subscription Plans. We may offer plans that you may sign up for that allow you to use certain aspects of Liyfe.io, either for free or for a fee (a "Subscription Plan"). We may change Subscription Plans, including by offering new services or features for additional fees and charges or by adding or amending fees and charges for existing Subscription Plans, in our sole discretion. Any change to a Subscription Plan's pricing or payment terms will become effective in the billing cycle following notice of such change to you as provided in these Terms. Subscription Plans may set allotments for use of designated Service aspects. Use of Service aspects in excess of a Subscription Plan's designated allotment may result in (additional) fees, and such fees will be included in a true-up invoice or charged automatically via the payment method associated with your Liyfe.io Account ("Payment Method").
12.2 Billing and Payment. For any paid Subscription Plan, you agree to make payments, and we may automatically charge your Payment Method, as described below, for so long as your Liyfe.io Account remains active. Subscription Plans may be offered for a set subscription period (each such period, a "Subscription Term"). If you elect to sign up for a paid Subscription Plan, you agree to the pricing and payment terms specified at checkout, at https://liyfe.io/#pricing, or as otherwise posted or communicated to you, as we may update them from time to time. You must provide Liyfe.io with a current, valid, accepted Payment Method. When you initiate a purchase transaction, you authorize us to provide your payment information to third parties so we can complete your transaction and to charge your Payment Method, in United States dollars, for the type of transaction you have selected (plus any applicable taxes and other charges) and any applicable recurring charges as described below. You will pay applicable taxes, if any, relating to any such transaction and are also responsible for any payment-related fees such as wire transfer fees, credit card processing fees, and foreign transaction fees. We currently use Stripe as our third-party service provider for payment services, and by using Liyfe.io you agree to be bound by Stripe's Services Agreement. If your payment is not successfully settled for any reason, you remain responsible for any amounts not remitted to us. All payments for transactions are non-refundable and non-transferable except as expressly provided in these Terms.
12.3 Renewals. Your subscription continues until canceled by you or we terminate your access to or use of Liyfe.io in accordance with these Terms. Unless and until canceled by you, all Subscription Plans will automatically renew for renewal terms equal in length to the original Subscription Term. If you do not want a Subscription Plan to renew, you must cancel it before the end of the Subscription Term via the account settings page on your Liyfe.io Account). If you purchase a Subscription Plan, we (or our third-party payment processor) will automatically charge you each year or month, as applicable, on the anniversary of the commencement of your subscription, using the payment information you have provided, until you cancel your subscription. By agreeing to these Terms and electing to purchase a Subscription Plan, you acknowledge that your Subscription Plan has recurring payment features and you accept responsibility for all recurring payment obligations prior to cancellation of your subscription by you or us.
12.4 Cancellations and Terminations for annual plans. If we or you cancel or terminate your Subscription Plan, except in the event of your breach or failure to pay fees when due, we will grant you a prorated refund based on monthly plans for the remaining unused portion of your Subscription Term.
12.5 Late Payments. Any late payments shall be subject to a service charge equal to 1.5% per month of the amount due or the maximum amount allowed by law, whichever is less (plus the costs of collection).
13.1. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut, without giving effect to any principles of conflicts of law.
13.2. Severability, Waiver. If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. A provision of this Agreement may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure of any party at any time to require performance of any provision of this Agreement shall in no manner affect such party's right at a later time to enforce the same. A waiver of any breach of any provision of this Agreement shall not be construed as a continuing waiver of other breaches of the same or other provisions of this Agreement.
13.3. Notices. Liyfe.io may provide you with notices, including those regarding changes to this Agreement, by email, regular mail or postings on the Site and Services. You must provide notice to by email or regular mail using the information in Section 13.
13.5. Survival. Any and all provisions related to or regarding limitation of liability, disclaimers, and indemnification, as well as any other provisions which by their nature are intended to survive expiration or termination of this Agreement, do and hereby survive any expiration or termination of this Agreement or any termination of your use of access to the Site and Services.
13.6. Headings ; Construction; Entire Agreement. The heading references herein are for convenience purposes only, do not constitute a part of this Agreement, and shall not be deemed to limit or affect any of the provisions hereof. The word "including" means "including without limitation." This is the entire agreement between us relating to the subject matter herein and shall not be modified except in writing, signed by both you and Liyfe.io, or by a change to the Agreement.
13.7. Claims . YOU AND LIYFE.IO AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SITE AND SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.