October 2, 2025
This Master Subscription Agreement (this "Agreement") is a legal agreement between you ("Client" or "you") and Livegistics, Inc., a Delaware corporation ("Livegistics", "we" or "us"). This Master Subscription Agreement ("Agreement"), as updated from time to time, becomes automatically binding on you when you access any services (including any software and/or related documents) or download any software (and/or related documents) from this website or Livegistics.
This Agreement supersedes any other agreement (including any click-through or electronic agreements) between Livegistics and Client with respect to the Solution (as defined below). This Agreement governs each Order Form (as defined below) unless the parties expressly agree otherwise in writing. The terms and conditions of this Agreement will prevail over any Order Form, unless an Order Form expressly states that it varies one or more terms of this Agreement. Any modification will apply only to the specific Order Form referenced therein.
1.1 "Affiliate" means any entity that (a) Client, directly or indirectly, controls, (b) controls Client or (c) is under common control with Client. For the purposes of this definition, "control" means at the relevant time, the direct or indirect power to direct or cause the direction of the management or policies of an individual or entity or the composition of its board of directors (or equivalent), whether through the ownership of voting securities, by contract or otherwise.
1.2 "Authorized Users" means those of Client's employees and contractors, or other individuals expressly designated by Client, who are authorized by Client to access and use the Solution under an active Order Form, subject to the terms of this Agreement.
1.3 "Hosted Products" means the software products listed in the Order Form which Livegistics makes available to Client in SaaS form to be accessed and used by the Client during the Subscription Term.
1.4 "Consumption Limit" means the limit on Client's use of the Solution (including in specified environments), which is equal to the amount of consumption credits applied to the Client's use of the Solution, as stated in the Order Form.
1.5 "Client Data" means all data, records, files, information, and content uploaded by or on behalf of Client to the Solution.
1.6 "Documentation" means the documentation and user guides provided by Livegistics in the following link: Help Center
1.7 "End User License Agreement" means the terms and conditions upon which Users can access certain Solutions, available at the following link: https://www.livegistics.com/legal/eula
1.8 "Fees" means the fees payable by the Client to Livegistics for the Solution, as set out in the Order Form and varied in accordance with this Agreement.
1.9 "Free Users" means individuals (including employees, contractors, or other representatives of third parties) who are granted limited access to the Solution by Company at no charge, whether directly or through Client, for evaluation, trial, beta, or other use, and who are not covered under an active Order Form.
1.10 "Intellectual Property Rights" means patents, utility models, rights to inventions, copyright and neighboring and related rights, all other rights in the nature of copyright, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
1.11 "Order Form" means an order form, a statement of work, or another similar document, executed on behalf of each of the parties, which describes the Solution, Support, Subscription Term, Fees, and, if applicable, any Professional Services. For clarity, Free Users do not execute an Order Form and their access is granted solely under this Agreement and any applicable End User License Agreement.
1.12 "Professional Services" means professional consulting and specialized support purchased by Client pursuant to the applicable Order Form and relating to training and assistance with installation, deployment, or usage of the Solution.
1.13 "Service Level Addendum" means the terms for quality and performance of the Solutions, available at the following link: https://www.livegistics.com/legal/sla
1.14 "Software" means the software products listed in the Order Form which Livegistics will make available to Client in downloadable form to be run by Client in Client-controlled environments during the Subscription Term. Client-controlled environments may include Client managed public cloud, Client's private cloud, and on Client premises.
1.15 "Solution" means Livegistics' proprietary products listed in the Order Form, whether made available as Hosted Products or Software, including the Support listed in the Order Form, together with the Documentation.
1.16 "Subscription Term" means the term during which Client is granted the right to access and use the Solution in accordance with this Agreement and the relevant Order Form.
1.17 "Support" means the maintenance and support services to be provided by Livegistics to the Client at the level specified in the Order Form or Service Level Addendum, as applicable.
1.18 "Usage Data" means usage and operations data in connection with the Client's use of the Service, including query logs and metadata (e.g., object definitions and properties).
1.19 "Users" means, collectively, Authorized Users and Free Users.
Provided that Client is in material compliance with this Agreement, Livegistics grants the Client and (subject to Section 3.4) its Affiliates, and Client's and such Affiliates Authorized Users for the Subscription Term and subject to and in accordance with the terms of this Agreement, a worldwide, non-exclusive, non-transferable, non-sublicensable license to: (i) download, install, host and/or run, where the Solution is made available as Software; or (ii) access and use, where the Solution is made available as Hosted Products, the Solution subject to the Consumption Limits, for its internal business use and for the purpose described in the Documentation.
In addition, Livegistics may grant limited access to certain individuals as Free Users, solely for non-commercial, evaluation, beta testing, or trial use of the Solution, or for use free of charge via a Client, subject to the restrictions, disclaimers, and termination rights set forth in this Agreement and the End User License Agreement. Such access is non-exclusive, non-transferable, non-sublicensable, revocable, and may be suspended or terminated by Livegistics at any time in its sole discretion.
Livegistics will provide Client with the Support and Professional Services, if applicable, as set forth in the Order Form and, for Hosted Products, in accordance with the Service Level Addendum.
3.1 User Access to Solutions. In connection with such license, Users will be subject to agreeing to the applicable End User License Agreement. User access to Solutions will terminate on termination of this Agreement. Client is solely responsible for all activities under Client's account and for maintaining confidentiality of user names and passwords. Client agrees to immediately notify Livegistics of any known or suspected unauthorized use of Client's account. Client agrees that only Livegistics will have the right to alter, maintain, enhance or otherwise modify the Solution. Client shall be responsible for all acts and omissions of its Authorized Users and Free Users, and any breach of this Agreement by an Authorized User or Free User shall be deemed a breach by Client.
3.2 Restrictions. Client will not and will not permit any User or third party to, except as permitted under this Agreement: (a) create accounts for, or access or use the Solution other than in accordance with the Documentation; (b) share account log in information relating to an individual User of the Solution; (c) attempt to copy (other than to the extent reasonably necessary for backup purposes where the Software is provided as Software), modify, translate, create derivative works from, or distribute any part of the Solution; (d) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human perceivable form any part of the Solution, except to the extent the law in Client's jurisdiction permits this for the purposes of integrating the operation of the Solution with the operation of other software or systems used by Client, provided that with respect to this Section 3.2(d), before carrying out such action, Client will give Livegistics no less than 30 days' written notice and the exception will not apply if Livegistics is prepared to carry out such action at a reasonable commercial fee or provides the information necessary to achieve such integration within a reasonable period; (e) access any part of the Solution in order to build a competing product or service; (f) use the Solution to provide services to third parties or allow third parties (other than Users) to access and/or use the Solution; (g) license, lease, transfer, assign, disclose, or otherwise commercially exploit the Solution; or (h) modify any proprietary rights notices that appear in the Solution.
3.3 Client Responsibilities. Client will be responsible for obtaining, paying for, maintaining, and securing any equipment, facilities, and cloud services needed for Client: (i) where the Solution is made available as Software, to download, install, host and run the Software; or (ii) if the Solution is made available as Hosted Products, to connect to the Solution, and (iii) whether the Solution is made available as Software or Hosted Products, to upload the Client Data to the Solution and access and use the Solution, as specified in the applicable Documentation. Client is solely responsible for ensuring its Users comply with this Agreement, each Order Form, and the Documentation, as well as for configuring and using the Solution correctly. If Client is utilizing Software, Client agrees to provide additional information and reporting as Livegistics may reasonably require from time to time in relation to Client's use of the Solution, to ascertain whether the Client's use is within the terms set forth in the Order Form.
3.4 Affiliates. Affiliates may use the Solution for the same purposes permitted for Client under this Agreement provided that: (a) Affiliates will not be entitled to bring a claim against Livegistics and only the Client may bring actions against Livegistics for any losses, damages, costs, expenses or other liabilities suffered or incurred by any Affiliate in relation to the Solution or this Agreement; (b) Client will procure that no Affiliate commences or maintains any claim against Livegistics for any matter arising in connection with the Solution and/or this Agreement (whether for breach of contract, in tort or any other legal theory); (c) Client will procure that all Affiliates comply with the terms of this Agreement, and (d) Client will remain liable for all acts and omissions of its Affiliates.
3.5 Client Data.
3.5.1 License to Client Data. Client grants Livegistics a non-exclusive, worldwide, royalty-free right to process the Client Data solely for the purpose of providing the Solution to Client during the Subscription Term. Client warrants and represents that it has all necessary rights and permissions to provide the Client Data to Livegistics and to grant Livegistics the license in this section.
3.5.2 Client Responsibility for Client Data and use of the Solution. Client will not transmit illegal, fraudulent, or infringing Client Data or use the Solution in a way that disrupts or compromises its security, integrity, or availability. Client is solely responsible for (a) the legality of Client Data; (b) ensuring compliance with all laws applicable to the collection and provision of Client Data and use of the Solution, including but not limited to, not using the Solution in a manner which threatens, incites, promotes, or actively encourages violence, terrorism, or other serious harm; and (d) not importing or allowing others to import into the Solution any trojan horse, worm, virus or other code which does not serve a legitimate purpose, and which is designed to be destructive, disabling or harmful or enables unauthorized access to, disclosure or corruption of information or software (including any Client Data containing any of the foregoing).
3.5.3 Client Proprietary Rights. Client owns and retains all rights, title, and interest in and to the Client Data and all intellectual property rights related to the foregoing. Livegistics will not use the Client Data for any purpose other than as expressly permitted in this Agreement. All rights not expressly granted in and to the Client Data are reserved by Client. Any data provided by Free Users may be used by Company for product improvement, testing, analytics, or other internal business purposes, subject to applicable data protection laws and Company's Privacy Policy.
3.6 Security and Data Processing. Client will ensure that its personnel comply with its obligations under the End User License Agreement.
4.1 Ownership of Solutions. Livegistics and its licensors own and retain all rights, title, and interest in and to the Solution and the Documentation, including all improvements, enhancements, or modifications thereto and any software, applications, inventions, or other technology used in connection with providing the Solution, the Professional Services and the Documentation. Client is under no duty to provide any suggestions, enhancement requests, or other feedback regarding the Solution ("Feedback"). If Client or its Users choose to offer Feedback to Livegistics, Client hereby grant Livegistics a perpetual, irrevocable, non-exclusive, worldwide, fully-paid up, sub-licensable, assignable license to incorporate the Feedback into the Solution, or otherwise use any Feedback solely to improve Livegistics' products and services, provided that such Feedback is used in a manner that is not attributable to the Client. Client irrevocably waives in favor of Livegistics any moral rights or equivalent rights in such Feedback pursuant to applicable copyright law. Livegistics acknowledges that any Feedback is provided on an "as-is" basis with no warranties of any kind.
4.2 Deletion of Client Data and Suspension of Access. Livegistics may delete Client Data or temporarily suspend any or all access to Hosted Products at any time: (i) immediately without notice if Livegistics reasonably suspects that (a) Client has violated any of the obligations under Section 3.2 (Restrictions), Section 3.5.2 (Client Responsibility for Client Data and Use of the Solution), Section 5 (Confidentiality) or Section 11.1 (Applicable Laws) and/or (b) Client is using the Solution in a manner that is or may cause material harm to the security of the Solution, Livegistics or to any other party; or (ii) if Client fails to pay undisputed Fees within five (5) business days after receiving notice that Client is delinquent in payment. Livegistics will make reasonable efforts to notify Client before any suspension and will work with Client to resolve the issue. Livegistics will restore Client's access as soon as the reason for suspension is resolved. Company may suspend or terminate any Free User's access to the Hosted Products and delete corresponding data at any time for any reason, with or without notice. Any Free User access is provided "as is" without support or service level commitments, and may be modified, suspended, or discontinued at Company's sole discretion.
4.3 Security and Data Processing. Livegistics will use appropriate administrative, physical, and technical safeguards designed to prevent unauthorized access to, use or disclosure of, Client Data, as more fully described in the End User License Agreement.
4.4 Usage Data. Notwithstanding anything to the contrary in this Agreement, applicable only to Hosted Product, Livegistics may collect and use Usage Data to develop, improve, support, and operate its products and services. Livegistics may not share any Usage Data that includes Client's Confidential Information with a third party except (a) in accordance with Section 5 (Confidentiality) of this Agreement, or (b) to the extent the Usage Data is aggregated and anonymized such that Client and Client's Users cannot be identified.
4.5 Professional Services.
4.5.1 Implementation. Upon payment of any applicable fees set forth in each Order, Livegistics agrees to use reasonable commercial efforts to provide standard implementation assistance for the Livegistics Platform only if and to the extent such assistance is set forth on such Order ("Implementation Assistance"). If Livegistics provides Implementation Assistance in excess of any agreed-upon hours estimate, or if Livegistics otherwise provides additional services beyond those agreed in an Order, Client will pay Livegistics at its then-current hourly rates for consultation.
4.5.2 Support; Service Levels. Subject to Client's payment of all applicable fees, Livegistics will provide support, maintenance service, and uptime for each the Livegistics Platform in accordance with the Service Level Addendum. Company shall have no obligation to provide support, maintenance, or updates for any Free User access, unless expressly agreed in writing.
4.5.3 Ownership of Professional Services. Unless otherwise agreed in an Order Form, if Livegistics performs Professional Services (e.g., providing guidance on configuring the Solution) it will own and retain all rights, title, and interest in and to anything it produces, develops or creates while providing the Professional Services ("Products of the Professional Services"). Subject to the terms of this Agreement Livegistics hereby grants Client a limited, non-exclusive, royalty-free, non-transferable, worldwide license to use the Products of the Professional Services, solely in connection with Client's use of the Solution for its internal business purposes, in accordance with this Agreement and the Documentation, during the Subscription Term.
5.1 "Confidential Information" means all non-public information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") relating to the Disclosing Party's business (including, without limitation, trade secrets, computer software, technical drawings, algorithms, know-how, formulas, processes, ideas, inventions (whether patentable or not) and information about the Disclosing Party's technology). Confidential Information does not include information that the Receiving Party can prove: (a) was generally available to the public through no improper action or inaction by the Receiving Party or its Affiliates or Representatives (as defined below); (b) it knew or possessed without restriction prior to receiving the information from the Disclosing Party; (c) was rightfully disclosed to the Receiving Party by a third party without breach of any confidentiality obligation; or (d) was independently developed by the Receiving Party without use of or reference to the Confidential Information.
5.2 The Receiving Party must (a) protect and keep confidential the Disclosing Party's Confidential Information in accordance with the standard that it applies to its own confidential information, but in any case not less than a reasonable standard; (b) not disclose the Disclosing Party's Confidential Information to any third party without the Disclosing Party's prior written consent, except as permitted herein; and (c) only use the Disclosing Party's Confidential Information in furtherance of its rights and obligations under this Agreement.
5.3 The Receiving Party may disclose Confidential Information to any of the Receiving Party's Affiliates, officers, employees, independent contractors, agents, professional advisors, and third-party auditors (each, a "Representative") as long as (a) the Representative has a need to know the Confidential Information in connection with the exercise by that party of its rights or the performance of its obligations under this Agreement; (b) the Representative has been informed of the confidential nature of the Confidential Information; (c) the Representative is obligated to protect the Confidential Information in a manner consistent with these terms; and (d) the Receiving Party remains responsible for the Representative's compliance with the terms of this Agreement.
5.4 The Receiving Party may disclose Confidential Information without the Disclosing Party's consent to the extent required by law or governmental authority. Before disclosing the Disclosing Party's information under this section, the Receiving Party must (a) notify the Disclosing Party (unless law prohibits the notice); (b) use reasonable efforts to limit disclosure and to obtain confidential treatment or a protective order; and (c) to the extent permitted and reasonably possible, allow the Disclosing Party a reasonable opportunity to object to or limit the disclosure.
6.1 Fees. Client will pay Livegistics the fees set forth in the Order Form pursuant to the payment terms contained therein. With respect to Order Form(s) entered into directly between Client and Livegistics, except as otherwise specified in such Order Form(s): (a) all Fees owed to Livegistics will be paid in U.S. Dollars; (b) Fees for all prepaid committed Livegistics services will be invoiced in full upon execution of the applicable Order Form; and (c) all fees due in accordance with the Order Form for usage in excess of the Consumption Limits will be invoiced monthly in arrears. To the extent that Clients enters into an order with a third-party reseller or accepts an order via a third-party cloud service provider's marketplace, Client payment terms will be as separately arranged with such third party, provided that if Client fails to pay Fees to such third party when due, Livegistics may seek direct payment from Client, in addition to exercising its rights for non-payment in accordance with this Agreement.
6.2 Credit Card Payments. Where applicable, Livegistics may utilize third party payment providers to process credit card payments ("Payment Provider"). Such Payment Provider's policies govern the processing of Client's payment, and Client must refer to those policies to determine its rights and liabilities. By providing credit card information to the Payment Provider, Client authorize Livegistics, through such Payment Provider, to immediately charge the Fees, when due, for Client's use of the Solution during any applicable Subscription Term and for the Professional Services. Client's failure to maintain its current credit card information or other alternative payment method may result in an interruption of Client's use of the Solution.
6.3 Non-Payment. Invoices not paid by the due date (unless disputed in good faith by the Client in accordance with this section) are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law (whichever is lower), provided that Livegistics has first notified Client in writing that such invoice is overdue and Client fails to make payment in full of such invoice within thirty (30) days following receipt of Livegistics' written notice.
6.4 Invoice Disputes. If Client has a reasonably good faith dispute, Client will notify Livegistics' support department at accounting@livegistics.com within ten (10) days of the invoice date.
6.5 Taxes. Fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, any sales, use, GST, value-added, withholding, or similar taxes, whether domestic or foreign, or assessed by any jurisdiction, but excluding any taxes based on Livegistics' net income, property, or employees (collectively, "Taxes"). Client is responsible for paying all Taxes associated with its purchase, receipt, access and use of the Solution and Professional Services. If Livegistics has the legal obligation to pay or collect Taxes for which Client is responsible under this section, Livegistics will invoice Client and Client will pay that amount, unless Client provides Livegistics with a valid tax exemption certificate authorized by the appropriate taxing authority. Taxes will not be deducted from payments to Livegistics, except as required by applicable law, in which case Client will increase the amount payable as necessary so that, after making all required deductions and withholdings, Livegistics receives and retains (free from any liability for Taxes) an amount equal to the amount it would have received had no such deductions or withholdings been made. Upon Livegistics' request, Client will provide to Livegistics its proof of withholding tax remittance to the respective tax authority. Where applicable, Client will provide its VAT/GST Registration Number(s) on the Order Form to confirm the business use of the ordered services.
7.1 Term. Client will have the right to access and use the Solution until any active Subscription Term has expired or the relevant Order Form is terminated pursuant to the terms of this Agreement. Client's initial Subscription Term will be as stated in the Order Form (the "Initial Subscription Term"), and thereafter will automatically renew at the end of the then current Initial Subscription Term for successive one (1) year terms (each a "Renewal Subscription Term" and collectively with the Initial Subscription Term, the "Subscription Term"), unless Client or Livegistics provides forty-five (45) days' prior written notice that it does not wish the Order Form to renew.
7.2 Termination of Agreement. This Agreement will automatically terminate and cease to have any effect if there are no Order Forms with an active Subscription Term and the parties are not in discussions relating to any potential new Order Forms.
7.3 Termination by Either Party. Either party will be entitled to terminate this Agreement and/or all or any Order Forms immediately upon written notice to the other party if: (a) the other party is in material breach of this Agreement and/or all or any Order Forms and such breach continues for a period of thirty (30) days after receipt of written notice from the non-breaching party describing such breach in reasonable detail; (b) immediately upon written notice if the other party becomes the subject of any bankruptcy proceeding or any other proceedings relating to insolvency, administration, liquidation or assignment for the benefit of some or all of its creditors, or enters into an agreement for the composition, extension, or readjustment of substantially all of its obligations. Under no circumstances may either party terminate this Agreement or any Order Form for convenience or for any reason other than as set forth in this Section 9.
7.4 Termination by Livegistics. Livegistics will be entitled to immediately terminate this Agreement and/or all or any Order Forms upon written notice to the Client where: (a) Livegistics has suspended the Client's access to Hosted Products, as permitted under Section 4.2 of this Agreement, and such access has not been reinstated within thirty (30) days from the date of the suspension; or (b) Livegistics believes that it is no longer legal to continue to operate its business, or to make available the Solution for use in, or access from, the country where Client is using or accessing the Solution.
7.5 Effects of Termination.
7.5.1 Upon expiration or termination of an Order Form for any reason: (a) all rights and licenses granted to Client will immediately terminate and Client will no longer be able to access or use the Solution; (b) where the Solution is made available as Software, Client will immediately destroy or return the Software (including all copies of it) in its possession or control and, in the case of destruction, certify to Livegistics that it has done so; and (c) any accrued rights, remedies, obligations or liabilities of the parties under that Order Form which existed at or before the date of termination, will not be affected.
7.5.2 Upon expiry or termination of this Agreement for any reason: (a) all Order Forms also terminate or expire unless otherwise agreed in writing; (b) all sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, Sections 5 and 6, this Section 7.5 and Sections 8, 9 and 10; and (c) any accrued rights, remedies, obligations or liabilities of the parties under this Agreement which existed at or before the date of termination will not be affected.
8.1 Livegistics Limited Warranty. Livegistics warrants to the Client that during the Subscription Term: (a) the Solution will operate in all material respects with the Documentation; (b) it will comply with all applicable laws in its provision of the Solution to the Client; and (c) if applicable, the Professional Services will be provided in accordance with good industry practice, by appropriately qualified personnel using reasonable skill and care. If the Solution does not comply with this section, Livegistics will use commercially reasonable efforts to correct any reproducible non-conformity. If it is unable to do so within thirty (30) days of written notice from Client, Client may terminate the license to the Solution and Livegistics will refund any Fees that have been paid by Client in advance which relate to the period from the date of termination to the end of the Subscription Term. Client's rights in this section will be Client's sole and exclusive remedy in relation to any breach of this Section 8.1.
8.2 Exclusions from Livegistics Warranty. The warranty in Section 8.1 will not apply to the extent any non-conformance is caused by: (a) Client using the Solution in a manner which does not comply with this Agreement, any relevant Order Form, or the Documentation, including (without limitation) any use of the Solution with an application or in an environment other than as described in the Documentation; or (b) modifications made to the Solution that were not made by Livegistics, its authorized representatives or with the express written authorization of Livegistics. The warranty will also not apply to any Free Users. For Free Users only: THE SOLUTION IS PROVIDED TO FREE USERS "AS IS" AND WITHOUT WARRANTIES OF ANY KIND. COMPANY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE SOLUTION WILL BE ERROR-FREE OR UNINTERRUPTED FOR FREE USERS.
8.3 Disclaimer. Other than as expressly provided in this Agreement, Livegistics does not warrant that the Solution will be uninterrupted or error free, nor does it make any warranty as to the results that may be obtained from use of the Solution or the Professional Services. Except as expressly set forth in this Agreement, the Solution and Professional Services are provided "as is" and Livegistics disclaims all other warranties, express or implied, including implied warranties of merchantability and fitness for a particular purpose and non-infringement.
9.1 Neither party will be liable to the other party for any indirect, exemplary, incidental, special, or consequential damages. Livegistics' aggregate liability with respect to (a) each Order Form will not exceed the total amount paid and payable by Client to Livegistics in the prior 12 months under that order form, and (b) this Agreement will not exceed the total amount paid and payable by Client to Livegistics in the prior 12 months under all Order Forms, in each case whether or not such party has been advised of the possibility of such damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY SHALL HAVE NO LIABILITY TO CLIENT OR ANY FREE USER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL ARISING OUT OF OR RELATED TO FREE USERS' USE OF THE SOLUTION.
9.2 Notwithstanding the foregoing, nothing in this Agreement will limit or exclude either party's liability for: (a) death or personal injury caused by its negligence; (b) gross negligence or willful misconduct; (c) any matter which by law may not be excluded or limited; and/or (d) in the case of Client, for breach of Section 3.2 (Restrictions), Section 3.5.2 (Client Responsibility for Client Data and use of the Solution), or payment of Fees.
10.1 Livegistics will defend (at its own cost) Client against (or at Livegistics' option settle) any third-party claim which asserts that the Solution (or any portion thereof) infringes any copyright, patent, trademark, trade secret or other intellectual property or proprietary right of that third party, and Livegistics will indemnify the Client in respect of all costs and damages finally awarded against Client by a court of competent jurisdiction because of any such claim. This indemnification obligation will not apply: (a) if the Solution is modified by anyone other than Livegistics; (b) to the extent the claim would not have arisen if Client had not combined or used the Solution with any non-Livegistics applications, code, or products; (c) in the event of continued use of an infringing version of the Solution after Livegistics has provided a non-infringing version; or (d) to the extent breach of this Agreement caused the infringement claim.
10.2 If Livegistics reasonably anticipates that the Solution is or may be subject to a third-party claim, Livegistics may, at its discretion (i) obtain a license to continue using and making available the Solution, or (ii) modify the Solution so as to make it non-infringing, provided that there is no material reduction of functionality, or if (i) and (ii) are not commercially practicable, (iii) terminate the Client's license to the Solution and refund to Client any prepaid Subscription Fees which relate to the period following the date of termination.
10.3 Client agrees to defend, at its cost, Livegistics against any third party claim arising from: (a) Client's breach of the warranties provided by it in this agreement; (b) Client's breach of its responsibilities in Section 3.2 (Restrictions) and/or Section 3.5.2 (Client Responsibility for Client Data and use of the Solution), and Client will indemnify Livegistics in respect of all costs and damages finally awarded against Livegistics by a court of competent jurisdiction because of any such claim. For the avoidance of doubt, Client is responsible for any breaches of its Users as though Client committed the breach itself.
10.4 A party's obligations above will only apply if the indemnified party: (a) provides prompt written notice to the indemnifying party of the claim in respect of which it wishes to be indemnified ("Indemnification Claim") and (b) permits the indemnifying party to have full conduct over the defense or settlement of the Indemnification claim; (c) makes no admission of liability or fault in relation to the Indemnification Claim; and (d) provides all reasonable information and assistance to the indemnifying party in relation to the Indemnification Claim.
10.5 This indemnification obligation will be Livegistics' sole liability and Client's sole remedy relating to or arising from a third-party intellectual property claim.
11.1 Applicable Laws. Each party will comply with applicable laws in connection with its performance under this Agreement. Each party agrees to comply with all export and import laws and regulations, including without limitation, those of the United States, applicable to such party in connection with its respective provision or use of the Solution and any Professional Services under this Agreement. Client represents and warrants that it will not (and will not permit any third parties to) access or use the Solution or the products of the Professional Services in violation of any applicable export embargo, prohibition, or restriction.
11.2 Assignment. Neither party may assign this Agreement without the prior written approval of the other, which approval will not be unreasonably withheld or delayed, provided that either party may assign any of its rights and/or obligations herein to any of its Affiliates; or to any entity that acquires all or substantially all of its assets, subject to the assignee being in a position to discharge the obligations of the assignor. The terms of this Agreement and each Order Form will be binding on such party's successors and assigns.
11.3 Severability. If any provision of this Agreement is found to be unenforceable, invalid or illegal, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. If any invalid, unenforceable or illegal provision would be valid, enforceable, or legal if part of it were deleted, the provision will apply with whatever modification is necessary to give effect to the commercial intention of the parties.
11.4 Entire Agreement and Waiver. This Agreement, including all Order Forms and the terms and conditions referenced herein, is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement. Each party acknowledges that, in entering into this Agreement and each Order Form, it has not relied on, and will have no right or remedy in respect of, any statement, representation, assurance, understanding or warranty (whether in writing or not) of any person (whether party to this Agreement, an Order Form, or not) other than as expressly set out in this Agreement or an Order Form. All waivers of this Agreement or any Order Form must be in writing and signed. Failure to enforce any right does not constitute a waiver, nor does an express waiver apply beyond its specific instance.
11.5 Amendments and Modifications. Livegistics may amend this Agreement from time to time by posting an amended version at https://www.livegistics.com/legal/msa and sending Client written notice thereof. Such amendment will become effective thirty (30) days after such notice. Client's continued use of the Services after such 30-day notice period will confirm Client's consent to such amendment. Notwithstanding the foregoing, Livegistics may amend the Documentation, End User License Agreement, Privacy Policy and Service Level Addendum as set forth therein. Except as otherwise provided, all amendments or modifications to this Agreement or an Order Form must be in writing and signed by Livegistics.
11.6 Relationship of the Parties. Unless it expressly states otherwise, neither this Agreement nor any Order Form gives rise to any rights for a third party to enforce any term of them. No agency, partnership, joint venture, or employment is created as a result of this Agreement or any Order Form, and neither party or any of its Affiliates has any authority of any kind to bind the other party or its Affiliates in any respect whatsoever.
11.7 Notices. All notices under this Agreement will be in writing and delivered by hand, next day recognized overnight delivery service, certified or registered mail (return receipt requested) or by email. Notices for Livegistics will be sent to Livegistics to 2200 Hunt Street, Detroit MI 48207 with a copy via email to legal@livegistics.com unless Livegistics updates its address for notices in accordance with this section. Notices for the Client will be sent to the billing address for the Client set out the Order Form, or the address for the Client set out in this Agreement, unless Client updates its address for notices in accordance with this section. Notices will be deemed to have been duly given: (a) when received, if delivered by hand; (b) the day after being sent, if sent for next day delivery by recognized overnight delivery service; (c) 3 business days after being sent for domestic and 5 business days after being sent for international, if sent by certified or registered mail, return receipt requested; and (d) when sent, if sent by email, provided that the email is sent within normal business hours in the place of receipt and provided that no error message, sender not available message or similar is received. If an email is sent outside normal business hours in the place of receipt, it will be deemed delivered at the start of the next business day. Either party may update its address for notices by serving notice on the other party in accordance with this section.
11.8 Exclusion of Terms. Neither the Uniform Commercial Code (UCC), the United Nations Convention on Contracts for the International Sale of Goods, nor the Uniform Computer Information Transactions Act (UCITA) will apply to this Agreement.
11.9 Dispute Resolution. In the event of any dispute arising out of this Agreement (excluding collection of undisputed payments due to Livegistics), Client and Livegistics agree to first mediate any claim via the American Arbitration Association (AAA). The mediation will take place remotely or in person in Detroit, Michigan, with the parties equally sharing the cost of mediation. Any party can invoke the right to mediate with ten (10) days written notice thereof. Except to the extent necessary to prevent irrevocable harm, neither party will file suit until thirty (30) days after the first mediation conference.
11.10 Governing Law; Jurisdiction and Venue. This Agreement and each Order Form will be governed by the laws of the State of Delaware without regard to its conflict of law provisions. The parties 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.
11.11 Publicity. Except as provided below, neither party will use any trade name, trademark, service mark, logo or commercial symbol, or any other proprietary rights of the other party or any of its Affiliates in any manner without prior written authorization of such use by the other party. Neither party will issue press releases or publicity relating to the other party, this Agreement or an Order Form, or reference the other party or its Affiliates in any press release, brochures, advertisements, client lists or other promotional materials, without the prior written permission of the other party. Notwithstanding the foregoing, Livegistics may use Client's name and logo as part of a list of Livegistics clients, and Client hereby grants Livegistics a limited, non-transferable, worldwide license to use Client's name and logo for such purposes.
11.12 Force Majeure. Neither party will be liable to the other for any delay or failure to perform any obligation under this Agreement or an Order Form (except for a failure to pay Fees) if the delay or failure results from any cause beyond such party's reasonable control, including but not limited to, acts of God, labor disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, public health emergencies (including pandemics and epidemics), acts or orders of government, acts of terrorism, or war.
11.13 Section Headings. Section headings have been included in this Agreement for convenience only and are not to be considered part of, or to be used in interpreting this Agreement.
11.14 Counterparts. The parties may execute this Agreement and any Order Forms in counterparts, which together will constitute one and the same instrument. Each party represents that its signatory who signs this Agreement and any Order Forms is duly authorized by all necessary corporate or other appropriate action to sign and agree to this Agreement and those Order Forms on behalf of the Client. A signature delivered by .pdf or other reliable form of electronic reproduction will be considered an original for purposes of any executed documentation.
12.1 Evaluation Solutions. Client or Users may receive access to Livegistics' Solutions as a no-fee, trial, alpha, beta or early access offering ("Evaluation Solution").
12.2 Evaluation License. Unless otherwise agreed, use of the Evaluation Solution will begin on the date Client or such User is first granted access to the Evaluation Solution ("Evaluation Term"). Client or User agrees to provide Feedback related to the Evaluation Solution as reasonably requested by Livegistics. Client and any User who has access to the Evaluation Solution, grants to Livegistics, without charge, the fully paid-up, perpetual right to utilize such Feedback for development of its business, products and services so long as such utilization does not identify Client as the source of the Feedback. Any results or projects generated by Client/User using the Evaluation Solution may only be used to evaluate the features and functions of the Evaluation Solution and to decide whether to enter into license to use the Solution and not for any other purpose. Upon conclusion of the Evaluation Term, Client and all its Users will cease use of the Evaluation Solution and immediately destroy all results generated and projects created during its use of the Evaluation Solution unless Client/User is in active discussions with Livegistics in relation to the purchase of a license to the Solution. If Client/User does not purchase a license to the Solution within three (3) months of the Evaluation Solution ending, Client/User will immediately destroy all results generated and projects created during its use of the Evaluation Solution. Livegistics will be entitled to cancel Client's and any related User's access to the Evaluation Solution or modify the Evaluation Solution at any time.
12.3 Additional Terms. No warranty, representation or guarantee is given by Livegistics in relation to the Evaluation Solution and Livegistics will not be obliged to provide Support in relation to the Evaluation Solution. The Evaluation Solutions are subject to the terms of this Agreement unless otherwise modified in this Section 12.
[End of Master Subscription Agreement]
