October 2, 2025
This End User License Agreement (hereinafter "Agreement") is a legal contract between you (hereinafter referred to as "You" or "Your") and Livegistics Inc. ("Licensor") regarding your use and access of the mobile application software or other software provided or made available to you by Licensor (collectively, the "Software") in object code only. The term "Software" also includes any corrections, bug fixes, enhancements, updates or other modifications created and supplied by Licensor and any manuals or other documentation supplied by Licensor in conjunction with the Software. This Agreement covers all use of the Software by you, the end user.
Your use of the Software is subject the terms of an Order Form and Master Subscription Agreement ("MSA") between Licensor and a subscriber of Licensor's enterprise software offerings (i.e., Your employer or another third party whose subscription allows you to be a user of the Software (an "Enterprise Licensee"), and the terms and conditions referenced therein ("Enterprise License"), you shall constitute an authorized user (an "Authorized User") of such Enterprise Licensee and such Enterprise License shall also govern Your access to the Software.
1.1 Registration Data. To use the Software, You may be required to complete an online registration form whereby You agree to (i) provide complete and correct registration data and (ii) maintain and update this information to keep it complete and correct. You may not register for the Software if you are under 18 years of age. If registration is required and Licensor discovers that your registration data is inaccurate, incomplete or not up to date, Licensor may immediately suspend or terminate your license to the Software. Your registration information will be used to provide you the Software and information regarding our services. You acknowledge that the Software may include real time monitoring and stored tracking of your location and load data. Licensor may adopt privacy policies from time to time regarding the Software and any such policies shall be posted on Licensor's website.
1.2 Grant of License. Provided that You are in material compliance with the terms and conditions of this Agreement, Licensor hereby grants to You, pursuant to the terms and conditions of this Agreement, a nonexclusive, revocable, non-assignable, non-transferable non-sublicensable license (hereinafter "License") to use the Software (i) during any applicable free, trial, beta, or other period designated by Licensor , or (ii) as it relates to Authorized Users, for the term of an active Enterprise License between Licensor and an Enterprise Licensee. The Software is owned by Licensor and is provided to You and, if applicable, the Enterprise Licensee on a subscription basis only. If you are an Authorized User, in the event of termination of the Enterprise License, your subscription to use and access the Software shall immediately terminate.
1.3 Restrictions on Use. You agree to use the Software only for your personal use and you may not transfer use or access to the Software to any third party. You are solely responsible for any transmissions made using the Software. Your use of the Software is subject to this Agreement and all applicable laws, rules and regulations, local, state, national and international. You are solely responsible for all activities under Your account and for maintaining the confidentiality of Your username and password. You agree to immediately notify Licensor of any known or suspected unauthorized use of your account.
1.4 Modifications. Reverse Engineering. You agree that only Licensor shall have the right to alter, maintain, enhance or otherwise modify the Software and Licensor is under no obligation to notify you of any such modifications. You agree that you will not directly or indirectly: (a) sell, resell, copy, license, sublicense, display, distribute, rent, lease, transfer or otherwise commercially exploit any aspect of the Software; (b) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Software except as expressly set forth herein; (c) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code, or underlying structure, ideas, know-how, logic or algorithms relevant to the Software or any part thereof; or (d) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Software, including any copy thereof; or (e) use the Software for any unlawful purpose or in violation of any applicable law.
1.5 Reservation of Rights. Licensor hereby reserves any and all rights not expressly and explicitly granted in this Agreement, including, but not limited to, Licensor's right to license the Software to any third party.
2.1 "Intellectual Property Rights" means all intellectual property rights throughout the world, whether existing under statute or at common law or equity, now or hereafter in force or recognized, including rights in and to (a) patents, patent disclosures, and inventions (whether patentable or not); (b) trademarks, service marks, trade dress, trade names, logos, corporate names, and domain names, and other similar designations of source or origin, together with the goodwill symbolized by any of the foregoing ("Trademarks"); (c) copyrights and works of authorship (whether copyrightable or not), computer programs and rights in data and databases, and "moral rights"; (d) trade secrets, know-how, and other confidential or proprietary information; and (e) all other intellectual property, in each case of the foregoing whether registered or unregistered, and including all registrations and applications for any of the foregoing rights and renewals or extensions thereof, and all similar or equivalent rights or forms of protection.
2.2 "Licensee Data" means all data (including associated metadata), information, content, and text, sound, video, or image files owned, developed, or licensed by You from a third party that You input into the Platform.
2.3 "Licensor Data" means all data (including associated metadata), information, content, and text, sound, video, or image files owned, developed, or licensed by Licensor from a third party for which Licensor has the right to make available for use under this Agreement.
2.4 Ownership of Intellectual Property. You agree that Licensor owns all Intellectual Property Rights in and to the Software and any corrections, bug fixes, enhancements, updates or other modifications, whether made by Licensor or by any third party. No title to the Software is transferred to You and Your rights are strictly limited as set forth in this Agreement.
2.5 Data Ownership. Except for the rights and licenses granted under this Agreement, as between Licensor and You, (a) Licensor will retain exclusive ownership of all right, title, and interest in and to Licensor Data and (b) You and/or Enterprise will retain exclusive ownership of all right, title, and interest in and to Licensee Data.
2.6 Grant of License to Licensor. Subject to the terms and conditions of this Agreement, You grant Licensor a worldwide, non-exclusive, non-assignable, fully paid-up license to use, reproduce, modify, and create derivative works of the Licensee Data in order to perform its obligations under this Agreement.
You agree to accept the Software without representations or warranties of any kind, either expressed or implied, including, but not limited to, warranties as to title or infringement of third-party rights, merchantability or fitness for a particular purpose. The Software, documentation and other files are provided "as is." Licensor and its suppliers do not and cannot warrant the performance or results you may obtain by using the Software. Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to You.
In no event will Licensor be liable to you or any third party for indirect, special, incidental, consequential, exemplary or other similar damages, including lost profits or billing errors, arising from the use of or inability to use the software or from any breach of warranty, even if Licensor has been advised of the possibility of such damages. You expressly agree that use of the software is at your own risk.
5.1 "Data Protection Laws" means any laws, rules, regulations, and other legal requirements throughout the world applicable to a party relating to (a) privacy and data security; and (b) the use, collection, retention, storage, security, disclosure, transfer, disposal, and other processing of any Personal Data, including the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"); Gramm-Leach-Bliley Act ("GLBA"); the Federal Trade Commission Act ("FTCA"); General Data Protection Regulation (Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to processing of Personal Data and the free movement of that data or "GDPR"), the California Consumer Protection Act ("CCPA"), Illinois Biometric Information Privacy Act ("BIPA"), as any of the foregoing may be updated, supplemented, amended, or superseded from time to time.
5.2 Data Processing and Privacy. To the extent that Licensor processes personal data on Your behalf, Licensor shall act as a "processor" (as defined under applicable Data Protection Laws), and You shall be the "controller." Licensor will process personal data solely to provide the Software and related services (the "Services") per Your documented instructions, unless otherwise required by law. Personal data processed under this Agreement may include identifiers such as names, email addresses, IP addresses, and usage data related to the End User's access and use of the Services.
5.3 Subprocessors. Licensor may engage third-party subprocessors to assist in providing the Services. A current list of subprocessors is available upon request. Licensor shall ensure that each subprocessor is subject to obligations no less protective than those in this Agreement and shall remain responsible for their acts and omissions.
5.4 Security Measures. Licensor implements appropriate technical and organizational security measures to protect personal data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access.
5.5 International Data Transfers. If Licensor transfers personal data outside of the country in which it was collected (including to the United States), it will do so in compliance with applicable data transfer mechanisms, such as the EU Standard Contractual Clauses or other approved safeguards.
5.6 Data Subject Rights. Licensor shall, to the extent legally permitted and technically feasible, assist You in responding to data subject requests to access, correct, delete, or restrict the use of personal data.
5.7 Retention and Deletion. Licensor will retain personal data only for as long as necessary to fulfill the purposes of this Agreement or as required by law. Upon termination of Your account, personal data will be deleted in accordance with Licensor's standard data retention policies unless otherwise required by applicable law.
5.8 Compliance and Audit Rights. Upon reasonable request, and subject to confidentiality obligations, Licensor shall provide information necessary to demonstrate compliance with its obligations under this section, including any data protection laws applicable to the Services.
6.1 Amendments and Modifications. Licensor may amend, alter or revise the terms of this Agreement at any time by (i) posting a revised Agreement on or accessible through Licensor's web site at https://www.livegistics.com/legal/eula; and sending You written notice thereof. If You do not agree to accept the changes, Your sole remedy shall be to discontinue Your use of the Software.
6.2 Dispute Resolution; Governing Law; Venue and Jurisdiction. This Agreement shall be governed by and construed under the laws of the State of Delaware, without regard to choice of law provisions. All claims arising out of this Agreement will be settled in accordance with the applicable MSA. You agree to bring any action under or related to this Agreement and/or any Order Form exclusively in the state or federal courts located in Wayne County, Michigan, and hereby consent to the jurisdiction of those courts for such purposes.
6.3 Term and Termination. The term of this Agreement will be coterminous with the term set forth in the applicable Order Form. Without prejudice to any other rights, Licensor may terminate this Agreement if You fail to comply with the terms and conditions of this Agreement or if the Enterprise User's subscription agreement with Licensor terminates. In such event, Licensor may deny access to the Software and You must discontinue use of the Software.
6.4 Severability. The provisions of this Agreement are severable, and if any one or more such provisions shall be determined to be invalid, illegal or unenforceable, in whole or in part, the validity, legality and enforceability of any of the remaining provisions or portions thereof shall not in any way be affected thereby and shall nevertheless be binding between the parties hereto. Any such invalid, illegal or unenforceable provision or portion thereof shall be changed and interpreted so as to best accomplish the objectives of such provision or portion thereof within the limits of applicable law.
6.5 Complete Agreement. The parties agree that this Agreement (including the Order Form, MSA and the terms and conditions referenced therein) is the complete and exclusive statement of the agreement between the parties, which supersedes and merges all prior proposals, understandings and all other agreements, oral or written, between the parties relating to the subject matter.
6.6 Waiver. Any waiver, either expressed or implied, by Licensor of any default by the other in the observance and performance of any of the conditions and/or covenants of duties set forth herein shall not constitute or be construed as a waiver of any subsequent or other default.
Licensee hereby acknowledges that it has read and understands this Agreement and agrees to be bound by its terms. By clicking the "accept" button below, or by downloading, installing or otherwise using the software, You agree to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, do not download, install, or use the software.
