Description

The “All-In™ Service” or “Service” includes iLiv All-In™, iLiv Composer™, and iLiv Performer™, each an online application accessible via User login at the Website, and the related products and services provided by iLiv to Users for their business, professional, or personal use. The All-In™ Service allows a Customer (an individual, company or other legal entity having entered into a Master Services Agreement with iLiv) to invite Users to participate in one or more Projects purchased by that Customer for a specific period (the “Customer Projects”). A “Project” is a data container that has a unique identifier in the All-In™ Service.

A User may be a Free User or a Premium User. A Premium User is a User who has paid Premium Fees to obtain specific Premium Services, while a Free User includes any other User.

Authorization to use the Service

Subject to Your compliance with these Terms of Use and all applicable laws, iLiv hereby grants to You a non-exclusive, non-transferable, non-sublicensable, personal, fully revocable authorization to access and use the All-In™ Service for the purpose of participating in Projects. You are not authorized to access or use the All-In™ Service for any other purpose.

Your Obligations

You agree: (i) to use Your real name and Your own valid email address when You register with the Service; (ii) to put in place and adopt reasonable measures and practices to protect the confidentiality of Your password; (iii) that You are responsible for the use of the Service by You or any other person using Your password; and (iv) to adopt a conduct in Your use of the Service which is respectful and appropriate in a professional environment.

You agree to not: (i) allow any other person to log in to the Service using Your name and password, or (ii) sell, lend, or lease the Service, or (iii) reverse engineer the Service, or (iv) attempt to load any malicious code into the service, or (v) use the Service to store, upload, or transmit any illegal, libelous or otherwise tortuous material, or (vi) use the Service to infringe the privacy rights anyone, or (vii) use the Service in any manner that causes, or which a reasonable person ought to know could cause, harm to another User, Customer or iLiv, including, but not limited to, for the purpose of harassing, discriminating against, or defaming or libeling any User, Customer or iLiv.

You agree that iLiv has the right to impose limitations on the use of the Service such as, but not limited to, available data storage or bandwidth per Project.

You agree that iLiv has the right to restrict or suspend the use of the Service by any User who is in breach of the terms of these Terms of Use, even if the User was invited by a Customer to access and use the Service in relation to said Customer's Projects.

You shall not require or advise any User to use the Service in any manner that would cause or encourage the User to breach the terms of these Terms of Use.

You must provide and are solely responsible for all hardware and/or software necessary to access the Website. You assume the entire cost of and responsibility for any damage to, and all necessary maintenance, repair or correction of, that hardware and/or software.

Term and Termination

These Terms of Use shall come into effect as of the date of Your registration on the Website and execution of these Terms of Use (the “Effective Date”) and shall continue until You relinquish all Project roles and request removal from the Service, unless otherwise terminated in accordance with its terms.

These Terms of Use may be terminated: (a) By iLiv, immediately and at any time, if You violate Your obligations under these Terms of Use; (b) By any party, upon the occurrence of bankruptcy, insolvency or dissolution of the other party; or (c) By You, for any reason, upon written notice to iLiv, and the relinquishing of any Project roles You fulfill and any Group memberships You hold.

Upon termination of these Terms of Use, You shall immediately cease using the Service and relinquish any Project roles You fulfill. Sections 4.3, 6, 7, 8, 9.2, 10 and 12 shall survive the termination of these Terms of Use for any reason.

Ownership

Unless otherwise indicated, this Website and its content (whether provided by iLiv or its content providers) (the “Content”) and any intellectual property rights therein are owned by iLiv and/or its Customers or other content providers, and are protected by the laws of Canada and other countries, including, without limitation, their copyright and trademark laws. Your use of the Website or any Content does not transfer to You any ownership or other rights in the Website or Content. Except as expressly permitted in these Terms of Use, You may not copy, modify, reproduce, republish, upload, download, post, transmit, communicate, sell, offer for sale, commercially exploit, translate or redistribute in any way the Website or any Content without the express prior written permission of iLiv. iLiv and/or its content providers, as applicable, hereby reserve all rights in and to the Website and Content not expressly granted in these Terms of Use.

Without limiting the generality of the foregoing, the Service, related documentation, the object code and the source code for the Service applications, the visual expressions, screen formats, report formats and other design features of the Service, all ideas, methods, algorithms, business processes, formulae and concepts used in developing and/or incorporated into the Service or related documentation, all future modifications, revisions, updates, releases, refinements, improvements and enhancements of the Service or related documentation, all adaptations or derivative works (as such term is used in the U.S. copyright laws) based upon any of the foregoing, and all copies of the foregoing (collectively, the “Proprietary Items”) are trade secrets and proprietary property of iLiv. Title to all Proprietary Items and any related patent, copyright, trademark, service mark, trade secret, intellectual property or other ownership rights shall remain exclusively with iLiv.

User Contributions

If You submit comments, plans, documents, messages or other contributions to any Project (“Contribution”), You hereby represent and warrant as follows: (i) that You are the sole owner of the copyright in any Contribution that You provide (except to the extent third party copyright materials are included, in which case You have secured all necessary rights, permissions, consents and releases required) and that You have all necessary rights in and to all Contributions You provide and all material they contain to provide such Contribution to any Project on the Service and to grant all rights as contemplated in these Terms of Use; (ii) that Your Contributions do not and shall not infringe any proprietary or intellectual property rights, or rights of publicity or privacy, or other rights of third parties; (iii) that Your Contributions do not contain any viruses or other contaminating or destructive devices or features; and (iv) that Your Contributions do not contain any defamatory, indecent, offensive, tortuous, or otherwise unlawful material or content.

You hereby authorize and grant a non-exclusive worldwide license to iLiv to include and publish Your Contribution in the Project(s) in which You participate and otherwise make Your Contribution available for use by other Users participating in the same Project(s), including but not limited to the right to copy, reproduce, republish, upload, download, post, transmit, communicate, adapt and otherwise use all or any part of Your Contribution as necessary to make it available to for these purposes.

To the extent that any Contributions include any information about another person (including any personal information about an individual), You represent that You have been authorized to provide them by the person to whom this information pertains for the purpose of posting as a Contribution.

To the fullest extent permitted by applicable laws, iLiv shall in no event have any responsibility or liability for any Contribution, or for any claims, damages, or losses resulting from their use and/or appearance on the Website or any Project.

Privacy

The collection, use and disclosure of personal information provided by You and/or collected by iLiv during Your use of the Website or Content is governed by the iLiv Privacy Policy, which is hereby incorporated into these Terms of Use by reference.

Mutual Indemnification

iLiv agrees to indemnify and hold You harmless from all liabilities, costs and expenses (including, but not limited to, attorneys’ fees) arising directly from any claim that the use of the Service by You in accordance with these Terms of Use infringes the intellectual property rights of any third party; provided that You shall give iLiv written notice, within 10 days, of any such claim and allow iLiv to have sole control of the defense of such claim. iLiv shall have the option, at its sole discretion, to modify or replace all infringing portions of the Service or to terminate access to the Service and refund prepaid Service Fees paid hereunder.

You agree to indemnify and hold iLiv harmless from and against any and all claims, charges, demands, damages, losses, expenses, and liabilities of whatever nature and howsoever arising (including, but not limited to, any legal or other professional fees and the costs of defending or prosecuting any claim, any loss of profit, goodwill, and any other direct or consequential loss), incurred or suffered by iLiv, directly or indirectly, by reason of any act or omission which You commit in breach of these Terms of Use and the obligations and warranties contained therein, or Your violation of any rights of any third party based on or related to Your use of the Website or any Content.

Confidential Information

iLiv may use, reproduce, access and display information that You contribute to a Project in order to provide the Service, subject to any Master Services Agreement with the Customer. Information that You contribute to a Project will be accessible to other Users who have a role in this Project or are members of the Group that owns the Project. Subject to any agreement You may have with the Customer, You should treat all Project data that You access as confidential and (i) use reasonable measures to protect the confidentiality of this information against unauthorized or accidental loss or disclosure; (ii) not use this information for any purpose other than to fulfill Your role in the Project; (iii) not disclose this information to any other person; (iv) destroy all copies of this information under Your control upon termination of Your association with the Project and/or Your membership in the Group that owns the Project.

Subject to any Master Services Agreement You may have with iLiv, any non-Project communications or materials You transmit to iLiv, through the Website, by electronic mail or otherwise, including any data, questions, comments, suggestions, ideas, or the like will be treated as non-confidential and non-proprietary.

Warranties

THE INFORMATION AND SERVICES OFFERED ON OR THROUGH THE WEBSITE ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, AND EXCEPT AS SPECIFICALLY SET OUT HEREIN, ILIV DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY AND FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT WARRANT THAT THE WEBSITE OR ANY OF ITS FUNCTIONS OR ACCESS TO ANY PROJECT WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY PART OF THIS WEBSITE OR THE SERVERS THAT MAKE IT AVAILABLE, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE WEBSITE OR CONTENT ON THIS SITE IN TERMS OF THEIR CORRECTNESS, ACCURACY, TIMELINESS, RELIABILITY OR OTHERWISE.

iLiv warrants to Premium Users only that the Service shall be performed consistent with generally prevailing industry standards. If You are a Premium User, You must report any deficiencies in iLiv's Services to iLiv in writing within 30 days of performance to receive warranty remedies. Your exclusive remedy for any breach of the above warranty pertaining to providing access to the Service (except for scheduled maintenance periods) shall be an extension of the Service Period that was prepaid at the time of non-performance for a number of days equivalent to the number of days of non-performance. iLiv shall in no event be liable for any damages, losses or expenses due to the inability of any User to access or use the Service.

THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED OR LEGAL WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, TITLE OR FITNESS FOR A PARTICULAR PURPOSE AND ANY ORAL OR WRITTEN REPRESENTATIONS, PROPOSALS, CONDITIONS OR STATEMENTS MADE PRIOR TO THIS AGREEMENT.