Seller Terms and Conditions

IMPORTANT: THESE SELLER TERMS INCLUDE PROVISIONS LIMITING LIABILITY AND REQUIRING THE PARTIES TO RESOLVE DISPUTES ON AN INDIVIDUAL BASIS, TO THE FULLEST EXTENT PERMITTED BY LAW, THROUGH FINAL AND BINDING ARBITRATION (UNLESS YOU VALIDLY OPT OUT, AS PROVIDED BELOW). BY ACCEPTING THESE TERMS, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD ALL OF THE TERMS, INCLUDING SECTIONS 14-16 AND HAVE TAKEN THE TIME AND SOUGHT ANY ASSISTANCE NEEDED TO COMPREHEND THE CONSEQUENCES OF ACCEPTING THESE TERMS.

RECITALS

LIV owns, controls, and operates the LIV Store described above through which independent Sellers can make available for purchase a variety of original digital content, including but not limited to (i) avatars; (ii) avatar cosmetics, clothing, and accessories; (iii) commission services; (iv) file conversions; and (v) LIV plug-ins. Sellers can also offer to provide certain professional and/or creative services, such as design and development of custom avatars.

You (i) hold right, title, and interest in and to one or more original digital works of authorship ("Creative Content") which you wish to make available via the LIV Store, or (ii) wish to offer professional and/or creative services ("Creative Services") via the LIV Store.

In consideration of the above, as well as the mutual promises described herein, LIV and you agree as follows:

1. Acceptance; Additional Terms and Policies

1.1 Binding Contract.

By executing these Seller Terms or by clicking a button or checking a box marked "I agree" (or a similar phrase), you accept (whether on behalf of yourself or a legal entity you represent) these Seller Terms as a binding contract. If you do not agree to these Seller Terms, you may not participate in the LIV Store as a Seller (though you may participate as a purchaser subject to our Terms of Service).

1.2 Additional Terms and Policies

You further accept that you will be subject to additional terms that may be posted on our Services and/or the LIV Store from time to time, including without limitation our Terms of Service, End User License Agreement, Privacy Policy, and LIV Store Content Guidelines (collectively, "Company Policies"). All Company Policies, to the extent indicated as being mandatory therein, are hereby incorporated by reference into these Seller Terms.

1.3 Your Promises

You hereby represent and warrant that: (i) you have read, understand, and agree to be bound by these Seller Terms; (ii) you are of legal age in the jurisdiction in which you reside to form a binding contract with us; and (iii) you have the authority to enter into these Seller Terms personally, and if applicable, on behalf of any legal entity or individual (including any minor) on whose behalf you are acting.

2. LIV Store

2.1 General

Subject to the terms and conditions herein, LIV shall provide and maintain the LIV Store, including handling payment collection and distribution, order fulfillment, refund processing, and customer service. LIV shall have complete control and discretion over all creative, operational, and financial aspects of the curation, distribution, and marketing of Creative Content on the LIV Store.

2.2 Submission of Creative Content

From time to time, and in Seller’s sole discretion, Seller may choose to submit Creative Content for distribution via the LIV Store. Submissions of Creative Content must comply with the LIV Store Content Guidelines and are subject to approval by LIV. If approved, you must provide LIV with all files, data, and other elements necessary to allow LIV to list and deliver the Creative Content to purchasers. You will also be allowed to select from a pre-approved set of license terms, those terms upon which you wish to sublicense the Creative Content to purchasers. Nothing in these Seller Terms requires you to submit any particular volume of Creative Content.

2.3 Provision of Creative Services

From time to time, and in Seller’s sole discretion, Seller may choose to submit or accept proposals for the provision of Creative Services via the LIV Store, including the design and development of custom Digital Content, such as a custom-built avatar. Nothing in these Sellers Terms requires you to commit to providing any particular volume of Creative Services. However, if you choose to accept a proposal for the provision of Creative Services, you are responsible performing those services in a workmanlike manner and for communicating with the purchaser regarding the progress of the services you are providing.
ALTHOUGH LIV PROVIDES A PLATFORM TO CONNECT YOU WITH PURCHASERS, LIV IS NOT RESPONSIBLE FOR ANY TERMS, CONDITIONS, DELIVERY SCHEDULE, DESIGN CHOICES, AND OTHER ASPECTS YOU AGREE TO WITH A PURCHASER VIA THE SERVICES.

2.4 IP Rights Resulting From Creative Services

All right, title, and interest in and to all Digital Content resulting from custom Creative Services shall be in accordance with the license terms selected at the point of purchase.

2.5 Messaging

You can use LIV’s messaging tool to communicate directly with purchasers, including to ask questions, negotiate terms, and provide progress updates. You may not use LIV’s messaging tool to (i) send unsolicited advertising, requests for donations, or spam; (ii) send defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable material; (iii) contact someone after they have explicitly asked you not to; or (iv) exchange personal contact, financial, or other information for the purpose of evading the LIV checkout process.

2.6 Payment and Refunds

You are responsible for negotiating the final purchase price for all Creative Services. You may require that the purchaser pay a deposit representing a percentage of the final purchase price before you begin work. This deposit amount must be agreed to and set at the point of purchase. Once work commences, if the purchaser wishes to make any additions, modifications, or changes to the scope of the Creative Services or the anticipated deliverables, you and the purchaser must mutually agree upon the additional services to be performed and the amount required to perform the additional services and either amend the current proposal or execute a new proposal, as appropriate. If the purchaser fails to any remaining balance of the purchase price within fourteen (14) days after delivery of all agreed-upon deliverables, you are entitled to retain the deposit and will retain all right, title, and interest in the resulting deliverables. You may use or dispose of them in your sole discretion.
If, at any time, you are unable to, or expect you will be unable to, satisfy an order for Creative Services, in whole or in part, including without limitation, for health-related reasons, we encourage you to notify the purchaser immediately and attempt in good faith to find a mutually agreeable solution. If you are unable to reach a mutually agreeable solution and you cancel or fail to provide the Creative Services by the agreed deadline, you forfeit the deposit which will be refunded to the purchaser.

2.7 Removals

Proposals for Creative Services must comply with the LIV Store Content Guidelines. LIV reserves the right to remove or cancel any proposal for Creative Services, in whole or in part, for any reason. Without limiting the generality of the foregoing, LIV specifically reserves the right to remove or cancel a proposal if we determine (or reasonably believe) the proposal violates applicable law, these Seller Terms or any Company Policies, or the rights of any third party. In particular, you must not submit proposals that make unauthorized use of materials (including any elements thereof) to which you do not hold the necessary rights. In the event of removal or cancellation by LIV pursuant to this Section 2.7, no refunds will be issued for the purchase price, deposit, or any portion thereof. Repeated violations may result in termination of your access to the LIV Store and may also result in civil litigation or criminal prosecution by or on behalf of the relevant rightsholder.

2.8 Third-Party Providers

In connection with your participation in the LIV Store, we may direct you to access, visit, or use certain websites, services, tools, applications, or APIs which are provided by third parties ("Third-Party Providers"), such as Stripe or Braintree. You agree to adhere to any Terms of Service or similar policies applicable to the use of any site, product, or service made available by Third-Party Providers, and LIV shall not be liable for the acts or omissions of any such third parties, nor shall LIV be liable for any damages that you may suffer as a result of your transactions or any other interactions with such third parties.

2.9 Independence of Sellers

Your relationship with LIV is that of an independent individual or entity and not an employee, agent, joint venturer, or partner. LIV does not direct or control your creation of Creative Content or provision of Creative Services.

3. Intellectual Property Rights

3.1 Ownership

Notwithstanding any use of the terms "purchase", "buy", "sell", "order", or similar terms and phrases, Creative Content is licensed, not sold. Subject to the limited license granted in Section 3.2 herein, you retain ownership of all intellectual property rights, titles, and interests in and to all Creative Content and the output of your Creative Services ("Licensed Content") (unless expressly stated otherwise in connection with your offer of Creative Services).

3.2 License to LIV

You hereby grant LIV a worldwide, non-exclusive, transferable, sublicensable license in and to all rights to the Licensed Content and any other materials you may furnish in connection with these Seller Terms, expressly for use in connection with the LIV Store as contemplated hereunder. The grant of this license includes, without limitation, the right of LIV to host, use, copy, transfer, reproduce, distribute, transmit, publicly perform, modify, adapt, and prepare derivative works from your Licensed Content on and via the LIV Store, in connection with our performance under these Seller Terms. LIV will not modify or create derivative works based on any of the Licensed Content except as necessary to perform its obligations, including to list, publicly display, and distribute the Licensed Content as contemplated under these Seller Terms. You waive in favor of LIV and its successors and assigns all moral rights you may have in the Licensed Content. The rights granted herein are granted separately with respect to each item of Licensed Content that you make available via the LIV Store. Nothing in this limited license shall be deemed to grant LIV any ownership or rights in the Licensed Content other than the rights granted herein. This license grant shall terminate (i) automatically, upon termination of these Seller Terms, the LIV Store, or your account with LIV, (ii) automatically, if you disable a listing using self-service tools available within the LIV Store; or (iii) no later than thirty (30) days after you notify LIV in writing (email is sufficient) that you wish to withdraw an item of Licensed Content from the LIV Store.

3.3 License to Purchaser

Purchasers’ rights in and to all Licensed Content shall be as set forth in the applicable license terms you have selected.

3.4 Complaints and Copyright Takedown Requests

If you believe your intellectual property is being violated via the LIV Store, please submit a complaint and request for takedown of specific material to legal@liv.tv. Be sure to provide us with the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owners of the copyright interest; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of the location on the LIV Store and the material you claim is infringing; (iv) your address, telephone number, and email address; (v) a written statement by you that you have a good faith believe that the disputed use is not authorized by the copyright owners, its agent, or the law; and (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES.

Please note that this procedure is exclusively for notifying LIV that your copyrighted material has been infringed. The preceding requirements are intended to comply with LIV’s rights and obligations under the Digital Millennium Copyright Act (DMCA), including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under applicable laws. LIV reserves the right to limit access to the LIV Store or any other portion thereof for any individual who infringes any intellectual property rights of others, whether or not there is any repeat infringement.

Furthermore, if you discover any content that you believe to be in violation of your trademark rights, please report this to us by email at legal@liv.tv. In all other cases, if you discover content that infringes of violates any of your other rights, which you believe is defamatory, pornographic, obscene, racist, or otherwise liable to cause widespread offense, or which constitutes impersonation, abuse, spam, or otherwise violates these Seller Terms, Company Policies, or applicable law, please report this to legal@liv.tv.

4. Compensation

4.1 Pricing

You may set the price for each item of Licensed Content you make available via the LIV Store. To offset transaction fees, LIV may establish a minimum listing price or set other pricing parameters. To the extent indicated as mandatory therein, you agree to abide by any pricing guides or pricing policies LIV may establish. You further understand and agree that LIV has the right to offer promotional pricing to buyers, in its sole discretion, with or without notice to you.

4.2 Revenue Share

Any revenue generated from sales of Licensed Content via the LIV Store shall be shared by you and LIV with 90% paid to you and 10% paid to LIV. Where LIV has incurred direct costs in connection with the processing of such sales, including any transaction costs imposed by LIV’s third-party payment processors, the payout to you shall occur only after LIV’s full recovery of all such costs. LIV will remit amounts due to you within thirty (30) days after the end of each calendar month. Payments will be made in U.S. dollars. Concurrently with each payment, LIV will provide you with a report setting forth the basis for calculation of the amount paid, including (i) the number of individuals who purchased your Licensed Content during the reporting period; (ii) the total amount of revenue received by LIV from sales of your Licensed Content; (iii) any applicable transaction fees; and (iv) your portion of such Licensed Content revenue. To offset processing costs, we reserve the right to establish a minimum payout threshold. If sales of your Licensed Content during a given calendar month fall below the minimum payout threshold established by LIV, those sales will be carried forward to future months.

4.3 Preferential Revenue Share

At any time, and for any reason, LIV may offer a preferential revenue share or other consideration to you. The nature and form of such consideration and the decision to offer it, is at the sole and absolute discretion of LIV. The decision to offer a preferential revenue share or other consideration in one instance or for a limited period of time does not obligate LIV to provide such consideration in the future, under similar or any other circumstances.

4.4 Receiving Funds

You must provide us, or our third-party payment processor, with accurate, current, and complete personal and financial information to facilitate payment to you in accordance with Section 4.2 herein. LIV is not responsible for any losses you may suffer as a result of funds which are delayed or misdirected due to your failure to keep such information accurate, current, and complete. Failing to provide requested information may result in LIV temporarily placing a hold, suspending, or canceling payment until the information is provided and, if necessary, validated. You authorize LIV, or its third-party payment processor to collect and store your personal and financial information for purposes of facilitating payment to you.

4.5 Timing of Payment

Subject to and conditional upon successful receipt of the payment from purchasers, LIV will generally initiate payment to you at the close of each calendar month. From time to time, LIV may offer you different timing or a different trigger for payment which may be subject to additional terms and conditions. The time it takes to receive funds once released by LIV may depend upon the payment method you select.

4.6 Additional Fees

Disbursing funds may involve the use of third-party payment service providers. These payment service providers may charge you additional fees when processing payments. LIV is not responsible for any such fees and disclaims all liability in this regard.

4.7 Taxes

Insofar as any payment that is due under these Seller Terms is subject to any transaction taxes, including, without limitation sales, use, value added, general services, or any other similar transaction taxes imposed by any government or taxation authority, Seller agrees to bear any and all such costs. LIV shall not be responsible for any taxes based solely on Seller’s income.

4.8 Force Majeure

LIV shall not be liable for any delay or failure to fulfill any obligation under this Section 4 resulting from causes outside LIV’s reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, epidemics or disease, strikes or shortages of transportation facilities, fuel, energy, labor, or materials.

4.9 Release

You hereby acknowledge and agree that no further remuneration or compensation other than that paid by LIV under these Seller Terms is or may become due to you with respect to the license grants set forth in Section 3 herein and you expressly release any and all past, present, or future claims you may have against LIV related to its uses of the Licensed Content.

5. Updates; Modifications

We reserve the right to modify or discontinue the LIV Store (or any part thereof) at any time. This includes the right to add or remove features or functionality or cease to support any individual component of the LIV Store in our sole discretion. You agree that we will not have any liability to you for the foregoing actions. If you object to any such changes, your sole recourse is to stop using the LIV Store. Continued use of the Services after the date any such changes take effect constitutes your agreement to such changes.

6. Suspension

LIV may limit or temporarily suspend your use of and access to the LIV Store (i) to comply with applicable law, or the order or request of a court, law enforcement, or other administrative agency or governmental body, (ii) if you have breaches these Seller Terms, applicable laws, regulations, or third-party rights, (iii) if you have provided inaccurate, fraudulent, outdated, or incomplete information regarding a payment method or payout method; (v) if we believe in good faith that such action is reasonably necessary to protect the personal safety or property of LIV, its users, or other third parties, or to prevent fraudulent or other illegal activity.

7. Termination

These Seller Terms take effect when you indicate acceptance as set forth in Section 1.1 herein and remain effective until terminated by you or us. LIV may terminate these Seller Terms at any time, with or without notice to you in our sole discretion. Your rights under these Seller Terms will terminate automatically if you fail to comply with any of its terms. Upon termination for any reason, all rights granted to you under these Seller Terms will also terminate, and you must cease use of the LIV Store. Termination shall not limit our rights or remedies at law or in equity.

8. Consent to Receive Communications in Electronic Form

For all notices and communications relating to these Seller Terms, you (i) consent to receive communications from us in electronic form via any email you may provide; and (ii) agree that these Seller Terms (including all updates thereto), agreements, notices, disclosures, and other communications that we may provide to you electronically satisfy any legal requirement that such communications would satisfy if they were in writing. You are responsible for providing LIV with your most current email address. In the event that the last email address you provided o LIV is out-of-date, not valid, or for any reason is not capable of delivering to you any notices required or permitted by these Seller Terms, LIV’s dispatch of the email containing such notice will constitute effective notice. The foregoing does not affect your non-waivable rights.

9. Representations and Warranties

You represent and warrant to LIV that (I) you have full power and authority to enter into these Terms and grant the rights conferred herein; (ii) these Seller Terms are enforceable against you in accordance with its terms; (iii) none of the rights to Licensed Content contemplated herein infringe on the intellectual property rights of any other person or violate applicable law; and (iv) there are no claims pending, or to your knowledge, threatened in writing against you relating to the Licensed Content; (v) you have not granted to any third party a right, title, or interest that conflicts with the rights granted herein with respect to the Licensed Content.

You further represent and warrant to LIV that that any Licensed Content that you make available on or through the LIV Store will not (i) violate any law, statute, ordinance, or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination, false advertising, copyright, rights of privacy or publicity), (ii) be obscene or contain child pornography or be harmful to minors; (iii) contain any viruses, Trojan Horses, worms, time bombs, cancelbots, or other computer programming that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data, or personal information; and (iv) create liability for LIV.

10. Indemnification

You hereby agree to defend, indemnify, and hold LIV and its officers, directors, employees, agents and affiliates harmless from and against any damages, losses, liabilities, settlements and expenses (including costs and attorneys’ fees), arising from or in connection with the following: (i) your violation of applicable law(s) and/or regulations; (ii) your use of the LIV Store or any part thereof, including uses in connection with Third-Party Providers which violate the rights of any third party; and (iii) any violation or alleged violation of these Seller Terms by you, (iv) your infringement or violation of the intellectual property rights of others resulting from LIV’s use of the Licensed Content in accordance with the license grant in Section 3.2.

11. No Warranty

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT ANY SERVICES PROVIDED BY LIV IN CONNECTION WITH THESE SELLER TERMS, INCLUDING WITHOUT LIMITATION PROVISION OF THE LIV STORE, ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, 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 SECURITY, OF ACCESSIBILITY, OF QUIET ENJOYMENT, AND OF NONINFRINGEMENT OF THIRD-PARTY RIGHTS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, LIV DOES NOT REPRESENT OR WARRANT TO YOU THAT (I) ANY SALE, DISTRIBUTION, PROMOTION, OR OTHER USE OF LICENSED CONTENT WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (II) ANY SALE, DISTRIBUTION, PROMOTION, OR OTHER USE OF LICENSED CONTENT WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (III) INFORMATION OR DATA PROVIDED THROUGH THE SERVICES, INCLUDING THE LIV STORE WILL BE ACCURATE, CURRENT, OR COMPLETE; OR (IV) ANY LICENSED CONTENT, SERVICES, OR FEATURES MADE AVAILABLE THROUGH THE LIV STORE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING OVER THE INTERNET AND AGREE THAT WE HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR GROSS NEGLIGENCE. WE ALSO MAKE NO GUARANTEE THAT THE LIV STORE WILL WORK WITH OR CAN BE ACCESSED ON ANY PARTICULAR DEVICES, PLATFORMS, OPERATING SYSTEMS OR EQUIPMENT, OR IN CONJUNCTION WITH ANY PARTICULAR SOFTWARE OR CONNECTIVITY SERVICES.

12. Limitation of Liability

TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL LIV BE LIABLE FOR PERSONAL INJURY, EMOTIONAL DISTRESS, PROPERTY DAMAGE, 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 LIV STORE OR LICENSED CONTENT HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF LIV HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGE, OR IF SUCH LOSS OR DAMAGE WAS FORESEEABLE. LIV ASSUMES NO RESPONSIBILITY OR LIABILITY WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH ANY THIRD-PARTY WEBSITE, PRODUCT, OR SERVICES INTEGRATED IN, LINKED TO, OR OTHERWISE ACCESSIBLE THROUGH THE LIV STORE. WHILE LIV CANNOT AND DOES NOT REPRESENT OR WARRANT THE LIV STORE OR ANY LICENSED CONTENT THEREON ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, YOU ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE LICENSED CONTENT. LIV WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS OR MALFUNCTION OF LICENSED CONTENT, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES, OR CLAIMS ARISING FROM: (A) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MIS-TYPED ADDRESSES; (B) SERVER FAILURE OR DATA LOSS; (D) UNAUTHORIZED ACCESS TO APPLICATIONS; (E) ANY UNAUTHORIZED THIRD-PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST LIV. LIV IS NOT RESPONSIBLE FOR TYPOGRAPHICAL ERROR OR OMISSIONS RELATING TO PRICING OR PURCHASE OR USE OF LICENSED CONTENT.

YOU ACKNOWLEDGE THAT LIV MAY, BUT HAS NO GENERAL OBLIGATION TO MONITOR PURCHASERS’ USE OF LICENSED CONTENT ON OR OFF THE SERVICES.

IN NO EVENT SHALL LIV’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.

YOU ACKNOWLEDGE AND AGREE THAT WE HAVE ENTERED INTO THESE SELLER TERMS IN RELIANCE ON THE REPRESENTATIONS AND WARRANTIES, DISCLAIMERS, AND LIMITATIONS OF LIABILITY SET FORTH HEREIN, WHICH REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN US AND YOU AND FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN US AND YOU. WE WOULD NOT BE ABLE TO PROVIDE ACCESS TO THE LIV STORE TO YOU WITHOUT THESE LIMITATIONS.

YOU ACKNOWLEDGE AND AGREE THAT ANY DAMAGES YOU INCUR ARISING OUT OF THE ACTS OR OMISSIONS OF PURCHASERS OR THE USE OF LICENSE CONTENT AR NOT IRREPARABLE AND ARE NOT SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION OR OTHER EQUITABLE RELIEF RESTRICTING THE AVAILABILITY OF OR ANY PERSONAL ABILITY TO ACCESS ANY PORTION OF THE SERVICES, INCLUDING THE LIV STORE.

Some jurisdictions do not allow the foregoing limitations of liability. In such jurisdictions, LIV’s liability to you shall be limited to the lowest amount permitted by applicable law.

13. Applicable Law

Except to the extent expressly provided in the following paragraph, these Seller Terms and the relationship between you and LIV shall be governed by the laws of the State of California, excluding its conflicts of law provisions. Any legal action or proceeding arising under these will be brought exclusively in the federal or state courts located in the City and County of San Francisco, California and you hereby irrevocably consent to personal jurisdiction and venue therein.

14. Dispute Resolution - Arbitration

READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM LIV. For any dispute with LIV arising from or related to these Seller Terms or the LIV Store, you agree to first contact us at legal@liv.tv and attempt to resolve the dispute with us informally. In the unlikely event that LIV has not been able to resolve a dispute it has with you after sixty (60) days, you and LIV agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to these Terms, or the breach or alleged breach thereof (collectively, "Claims"), by binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at www.jamsadr.com. The arbitration will be conducted in San Francisco, California, unless you and LIV agree otherwise. As an individual using the LIV Store for non-commercial purposes: (i) JAMS may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from JAMS; (ii) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney’s fees, and your reasonable costs for expert and other witnesses; and (iii) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in these Seller Terms shall be deemed as preventing LIV from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of LIV’s data security, intellectual property rights, or other proprietary rights.

15. Class Action/Jury Trial Waiver

WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE LIV SERVICES FOR PERSONAL, COMMERCIAL, OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS YOU AND LIV AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND LIV ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.

16. Right to Opt Out of Arbitration

You may opt out of arbitration by notifying us in writing within thirty (30) days from the first date of your acceptance of these Seller Terms. To opt out, you must send a written notification to us at LIV Inc. 3422 Old Capitol Trl, Ste 700, Wilmington, DE 19808, USA, Attention: Legal, that includes the following information: (i) your name, (ii) your address, (iii) your telephone number, (iv) your email address, and (v) a clear statement indicating that you do not wish to resolve claims through arbitration and demonstrating compliance with the thirty (30) day time limit to opt out of the above arbitration and class action/jury trial waiver provisions.

17. Severability

If any provision of these Seller Terms is found to be illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of these Seller Terms will continue in full force and effect.

18. Limitation of Time to File Claims

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY CAUSE OF ACTION, CLAIM OR DISPUTE YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE SELLER TERMS OR THE LIV STORE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

19. Assignment

We may assign or delegate these Seller Terms, in whole or in part, to any person or entity at any time with or without your consent. You may not assign or delegate any rights or obligations under these Seller Terms without our prior written consent and any unauthorized assignment and delegation by you shall be void.

20. Entire Agreement

These Seller Terms, together with the Company Policies applicable to your use of the Services, constitutes the entire agreement between you and LIV with respect to the LIV Store and supersedes all prior or contemporaneous understandings and agreements, whether written or oral.

21. Modification/Revision

These Seller Terms are subject to modification or revision at any time by LIV in its sole discretion. Any modifications will be posted on the LIV Store and/or communicated by email or via other reasonable means. Your continued use of the LIV Store after posting of such modifications will constitute your acceptance of the modifications or revisions. We will not have any liability to you for any of the forgoing actions. If you object to any such changes, your sole recourse is to stop participating in the LIV Store as a Seller. The date of the last revision is listed at the top of these Seller Terms.

22. Contact Us

If you have comments or questions or would like to report violations of these Seller Terms, please contact us at legal@liv.tv.