2. INTELLECTUAL PROPERTY LIMITED LICENSE TO USERS

2.1 All content on this Site, including but not limited to Images, Text,  Scripts, Links, and related metadata (collectively the “SellingLive  Content"), as well as the selection and arrangement of the SellingLive Content, are protected by copyright, trademark, patent, trade secret and other intellectual property laws and treaties. Any unauthorized use of any SellingLive  Content violates such laws and this Terms of Use. Except as expressly provided herein or in a separate license agreement between you and SellingLive, SellingLive does not grant any express or implied permission to use the Site, the Site Services (as hereinafter defined), or any SellingLive  Content. You agree not to copy, republish, frame, link to, download, transmit, modify, adapt, create derivative works based on, rent, lease, loan, sell, assign, distribute, display, perform, license, sublicense or reverse engineer the Site or any SellingLive  Content. In addition, you agree not to use any data mining, robots or similar data and/or image gathering and extraction methods in connection with the Site or SellingLive  Content.

2.2 Unless you enter into a license agreement with SellingLive  you may not download, distribute, display and/or copy any SellingLive  Content.

2.3 You may not remove any watermarks or copyright notices contained in the SellingLive  Content unless given access or have White label license.

3. SellingLive TRADEMARKS

3.1 For the purposes of these Terms of Use, the term, "Trademark(s)" means all common law or registered trademarks, logos, service marks, trade names, Internet domain names, or other indications of origin now or in the future used by SellingLive .

3.2 Nothing contained herein grants or shall be construed to grant you any rights to use any SellingLive  Trademark, unless expressly conferred by these Terms of Use.

3.3 You agree that you will not use SellingLive 's Trademarks in any manner that might tarnish, disparage, or reflect adversely on such Trademarks or SellingLive .

3.4 You agree that you will not contest or otherwise challenge (e.g., in any legal action or otherwise), or assist or encourage any other person or entity to contest or challenge the validity of any of SellingLive  Trademarks or the Trademark rights claimed by SellingLive .

3.5 You agree that you will not use any SellingLive  Trademark or any variant thereof including misspellings) as a domain name or as part of a domain name regardless of the top-level domain, or as a metatag, keyword, or any other type of programming code or data.

3.6 You may not at any time, adopt or use, without SellingLive 's prior written consent any word or mark which is similar to or likely to be confused with SellingLive 's Trademarks.

3.7 The look and feel of the SellingLive  website, including all page headers, custom graphics, button icons, and scripts, is the trade dress and/or trademark or service mark of SellingLive  and may not be copied, imitated or used, in whole or in part, without the prior written consent of SellingLive.

3.8 All other trademarks, product names, and company names or logos used or appearing on the SellingLive website are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by SellingLive, unless expressly so stated.

3.9 You may not use a SellingLive trademark, logo, Image or other proprietary graphic of SellingLive to link to the SellingLive website without the prior written consent of SellingLive.

3.10 You may not frame or hotlink to the SellingLive website or any Image without the prior written consent of SellingLive.

4. SITE SERVICES

4.1 Various services are made available to you, pursuant to your use of the Site and SellingLive Content licensed thereon (the “Site Services”). Subject to your compliance with these Terms of Use, any applicable license agreement with SellingLive, and the law, you may access and use the Site Services. SellingLive remains the sole owner of all right, title, and interest in the Site Services and reserves all rights not expressly granted under these Terms of Use. SellingLive may modify, replace, or discontinue any Site Services at any time, for any reason, with or without notice, in SellingLive’s sole discretion. SellingLive provides the Site Services on an "as is" and "as available" basis. SellingLive (or third parties acting on its behalf) may collect data related to your use of the Site Services

4.2 SellingLive may make SellingLive Content available through the Site Services. You may not use any SellingLive Content for any purpose without first obtaining a license to use such SellingLive Content. Any use of SellingLive Content by you shall be governed by the applicable license agreement separately entered into between you and SellingLive. Displaying and/or distributing to the public any watermarked or unlicensed SellingLive Content (whether incorporated into a derivative work or alone) constitutes copyright infringement.

4.3 SPECIFIC SellingLive SERVICES

4.3.1 What We Provide. SellingLive is an eCommerce personalization platform that enables the commercial process of buying and selling over the internet. It also help businesses manage all aspects of any eCommerce operation and improve channel sales by converting social media comments into sales. SellingLive enhances the invoicing process by automatically carting items and sending invoices to your customers after their comment purchase. Businesses can implement social selling on Facebook and Messenger. 

 You can access the SERVICES via the Website and/or other designated websites as designated by SellingLive. Your use of the SERVICES will be subject to these Terms of Use, SellingLive’s privacy policy, additional terms and conditions found on the Website (the “Additional Terms”), and one or more of the following license agreements that are set forth on the Website (each, a “License” and collectively, the “Licenses”), which Licenses can be found on your receipt. It is noted that one purchase is equivalent to one license. The terms and conditions of the Additional Terms and Licenses are hereby incorporated into these Terms of Use by this reference. The Licenses do not ensure that your use of the SERVICES is compliant with any other branded products that are used in SellingLive’s images or other digital products. Each Service that is provided will designate which License(s) are applicable to that Service, and upon your use of the Service, you shall be bound by the terms of the applicable License(s) associated therewith.

The “SERVICES '' include SellingLive’s hosting of online, web-based applications (the “SellingLive Applications' '), which may include related support and maintenance activities. The “SellingLive Applications” means applications supplied by SellingLive for your use in connection with the SERVICES, including any optional modules, custom or standard enhancements developed by SellingLive, updates and upgrades, and associated offline components.

4.3.2 Subscription SERVICES. By (i) selecting the applicable subscription plan (each, a “Monthly/Yearly Subscription Plan”) via an online purchase process, and (ii) paying all applicable fees and charges for the SERVICES related thereto, you will have the ability to access the eCommerce platform. SellingLive offers a variety of Subscription Plans to suit your needs. Any benefits included in a Subscription Plan will be subject to change at any time and from time to time, as determined by SellingLive, in its sole discretion.

The term of your use for the SERVICES purchased under a Monthly/Yearly Subscription Plan (the “Subscription SERVICES”) commences on the date that you purchase a Subscription Plan and expires on the last day of the applicable billing cycle after you voluntarily cancel the Subscription Plan (the “Subscription Term”), unless sooner terminated as provided herein.  You will continue to use the Premium features during your subscription period with the license that was granted to you forever. Each billing cycle for the Subscription SERVICES runs from the date that you purchase a Subscription Plan until the date that is one month thereafter. NOTE THAT SUBSCRIPTION PLANS AUTOMATICALLY RENEW ON A MONTHLY BASIS UNLESS AND UNTIL YOU CANCEL THE SUBSCRIPTION PLAN AS PROVIDED HEREIN.  IF YOU FAIL TO SEND THE CANCELLATION NOTICE (by pressing CANCEL on the application) PRIOR TO THE END OF A BILLING CYCLE, YOU WILL BE CHARGED FOR THE NEXT ENTIRE MONTHLY BILLING CYCLE.

4.3.3 Cancellation of monthly and yearly subscription. Once the monthly or yearly subscription has been cancelled, the  plan will automatically be reverted back to the Main plan or Front end. All Premium features found in the monthly and yearly subscription will be revoked as well.  ​

4.3.4 Additional offering. SellingLive’s business strategy may include additional offerings either one time or recurring (subscription). The offering is aimed to further equip customers with additional tools and training needed to grow their business.  Such an offering is purely optional and there is no obligation to purchase.

4.3.4. Development and future products. SellingLive is committed to developing the application further by introducing new concepts and products. Be reminded that access to these new products are not automatic to grandfathered users and it will be under the discretion of SellingLive if new products will be sold separately or part of the current package. Full and proper disclosure will be provided before the launch of these new products. New products under the umbrella of SellingLive will have its own Terms and Condition, Licensing and Copyright Information.

4.3.5. Current products and corresponding marketing. SellingLive is constantly evolving.  Always refer to the current sales page of SellingLive for any latest products,  offerings, marketing campaigns, plans and offered subscriptions.  

4.3.6 Added Features. Any added features during the course of subscription will be decided upon and will be at the discretion of SellingLive and its Executives. 

5. USE OF SERVICES

5.1 Responsibilities of SellingLive. SellingLive shall: (i) provide the SERVICES only in accordance with applicable laws and government regulations; (ii) maintain reasonable administrative, physical and technical safeguards for the protection, confidentiality and integrity of any electronic data, scripts, placard, links, software or written content or any other files, or any other information supplied by you or your Users, but excluding any SellingLive Applications, templates, sample or demonstration content or files utilized or provided by SellingLive as part of the SERVICES; and (iii) use commercially reasonable efforts to restore any lost User Content or images/video generated from fee-based SERVICES in the event of unavailability due to a failure in the SERVICES, provided that SellingLive shall have no liability whatsoever for the loss of any such User Content or images or its failure to restore the same. You may contact SellingLive through SellingLive Support or via Intercom to receive basic support SERVICES for the purchased SERVICES at no additional charge and/or upgraded support if made available by SellingLive and purchased by you separately by way of a written agreement between SellingLive and you.

You acknowledge and agree that there may be interruptions in your use of the SERVICES including, without limitation, (a) planned downtime (of which SellingLive shall endeavor to give at least 8 hours’ notice on its Website, or (b) any unavailability caused by circumstances beyond SellingLive’s reasonable control, including without limitation, unusually heavy traffic to the Website, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving SellingLive’s employees), Internet service provider failures or delays, or any failures, delays or downtime caused by SellingLive’s vendors, including, without limitation, the unavailability or modification by third parties of Third Party Applications. SellingLive shall have no liability for any such interruptions from any cause whatsoever.

5.2 Your Responsibilities. You are responsible to ensure that the User Content generated by you and your Users during use of the SERVICES comply with all applicable laws. You shall be responsible for any and all costs associated with your use of the SERVICES generated thereby. You also agree to comply with any privacy policies and any rules or guidelines required by the applicable Third Party Application you run using the SellingLive Applications. You understand and agree that SellingLive may also be subject to such rules or guidelines, which may in turn condition or limit the features, functions, workflow, look and feel, or content you may use or display.

5.3 Hosting of SellingLive Applications. SellingLive will host SellingLive Applications (except for off-line components or applications) and may update the functionality and user interface of the SERVICES from time to time, in its sole discretion, in an effort to continue to improve the SERVICES and your use of the SERVICES. Certain SellingLive Applications or portions of the SERVICES may be subject to limitations not specified herein. Such limitations will be specified in the Licenses, on the Pricing List (as the same may be updated from time to time) or in the Additional Terms.

6. REFUND POLICY

6.1 Fees and Refunds. Fees charged for using the Site are payable in the amounts and in the manner described on the Site. Fees are subject to change upon 30 days notice. Such notice may be provided at any time by posting the changes to the Site. If you are a paying customer and we change the fees, we will also notify you at the email address you provide in your registration information. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties. You shall be responsible for payment of all taxes, levies, or duties imposed by taxing authorities for any payment or fees you may collect through the Site. All currency references on the Site are to U.S. dollars.

6.2 Refund requests. Refund requests can be made within 14 days of your purchase as stated within our 14 day refund policy. If you wish to request a refund you may within 14 days of your initial purchase. To request a refund you must message us in support and formally request a refund to [email protected] or htps://leadsevetn.zendesk.com. If we do not receive your refund request and an invoice or invoice number within 14 days of your original purchase to the correct email address or support desk then a refund cannot and will not be issued.

6.3 Subscription payments & cancellations. If you have a subscription and you want to cancel your subscription. You must send an email with your invoice to [email protected] or file a ticket with us at https:// leadsevetn.zendesk.com requesting cancellation. If any additional charges come out of your account after the date of your cancellation request then they will be refunded to you upon cancellation. If you do not request cancellation and a subscription payment occurs then you cannot request a refund on the subscription payment. We do not offer refunds on any subscription payment after the initial 14 day refund period after first subscribing to the service.

7. INFRINGEMENT CLAIMS / DMCA NOTICES

7.1 If you believe that any Image or other material made available by SellingLive infringes upon any copyright that you own or control, you may notify SellingLive in the manner set forth in our DMCA Copyright Infringement Notice Policy.

8. LIMITATIONS

8.1 You agree that you shall not:

- Engage in any conduct that shall constitute a violation of any law or that infringes the rights of SellingLive or any third party.

- Violate any applicable laws or regulations related to the access to or use of the Site, or engage in any activity prohibited by these Terms of Use.

- Violate the rights of SellingLive or any third party (including rights of privacy and publicity) or abuse, defame, harass, stalk or threaten another.

9. RESTRICTION AND TERMINATION OF USE

9.1 SellingLive may block, restrict, disable, suspend or terminate your access to all or part of the Site, the Site Services, and/or SellingLive Content at any time in SellingLive's discretion, without prior notice or liability to you. Any conduct by you that, in SellingLive’s sole discretion, restricts or inhibits any other person or entity from using or enjoying the Site or the Site Services is strictly prohibited and may result in the termination of your access to the Site or the Site Services without further notice.

10. LINKS TO THIRD PARTY SITES

10.1 In the event that SellingLive provides links from its website to any third-party website or permits any third party to link from its website to the SellingLive website, you should be aware that SellingLive makes no warranty of any kind, express or implied, and accepts no responsibility for any content or practices of such third parties or their websites. Such websites are not under the control of SellingLive, and SellingLive provides and/or permits these links only as a convenience to you. The inclusion of any link does not imply affiliation, endorsement, or adoption by SellingLive.

11. WARRANTIES AND DISCLAIMERS

11.1 Your use of the Site and the Site Services are at your own risk. The Site and the Site Services are provided by SellingLive under these terms of use "as is" without warranty of any kind, either express, implied, statutory or otherwise. SellingLive expressly disclaims any and all warranties of any kind, whether express or implied, to each and any Site Services made available at any time, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any other warranty that might arise under any law. Without limiting the foregoing, SellingLive makes no warranty that: (i) the Site will meet your requirements; (ii) access to the Site will be uninterrupted; (iii) the quality of the Site will meet your expectations; and (iv) any errors or defects in the site, services or materials will be corrected. SellingLive makes no representations or warranties that the Site Services will be permitted in your jurisdiction, that the Site Services or your use of the Site Services will be uninterrupted or error-free, that any of Your Content submitted by you will be available through the Site Services or will be stored by the Site Services, that the Site Services will meet your needs, or that SellingLive will continue to support any particular feature of the Site Services. To the extent any disclaimer or limitation of liability does not apply, all applicable express, implied, and statutory warranties will be limited in duration to a period of thirty (30) days after the date on which you first used the Site Services, and no warranties shall apply after such period.

© SellingLive 2023 - All Rights Reserved

12. PERSONAL INFORMATION AND PRIVACY

12.1 SellingLive will use and protect your data, such as your name and address, in accordance with the SellingLive Privacy Statement, the contents of which are incorporated by reference into these Terms of Use.

13. INDEMNIFICATION

13.1 You agree to defend, indemnify and hold harmless SellingLive, its subsidiaries, affiliates, licensors, employees, agents, third party information providers, Submitters and independent contractors against any claims, damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys' fees) arising out of or related to your conduct, your use or inability to use Site, the Site Services, your breach or alleged breach of the Website Terms of Use or of any representation or warranty contained herein, your unauthorized use of the SellingLive Content, or your violation of any rights of another.

14. GOVERNING LAW AND JURISDICTION

14.1 These Terms of Use are governed by and shall be construed in accordance with the laws of the United States of America. You hereby consent to the personal jurisdiction of the state and federal courts located within such state. All actions, controversies and disputes arising from or relating to these Terms of Use shall be heard and decided exclusively before the courts located in the United States of America and not elsewhere. You agree that service of process in any actions, controversies and disputes arising from or relating to these Terms of Use may be affected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the other party however, nothing herein shall affect the right to effect service of process in any other manner permitted by law. These Terms of Use shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning of the language hereof. The invalidity or unenforceability of any part of these Terms of Use shall not affect the validity or enforceability of the balance hereof.