LIVIARA.COM TERMS OF SERVICE
Effective Date: March 18, 2016
Liviara, LLC, a Missouri limited liability company (“Liviara,” “us,” “we,” or “our”) operates a website located at www.liviara.com (the “Website”) that may allow users to, among other things, view and purchase Liviara’s products.
These Terms of Service and any additional terms or conditions that we post on the Website from time-to-time (“Terms of Service”) set forth the terms and conditions under which you may access and use the Website. These Terms of Service apply to any company that is accessing and using the Website for the purpose of making wholesale purchases and any individual who is accessing and/or using the Website to make retail and/or wholesale purchases.
BY ACCESSING, REGISTERING WITH OR USING THE WEBSITE, YOU AGREE TO THESE TERMS OF SERVICE. IF YOU ARE ACCESSING THE WEBSITE ON BEHALF OF A COMPANY, OR ESTABLISHING AN ACCOUNT FOR A COMPANY, YOU REPRESENT TO LIVIARA THAT YOU HAVE AUTHORITY TO BIND SUCH COMPANY TO THESE TERMS OF SERVICE, AND YOU AGREE TO THESE TERMS OF SERVICE ON BEHALF OF THE COMPANY AND ON BEHALF OF YOURSELF. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE (WITHOUT MODIFICATION), YOU ARE NOT AUTHORIZED TO ACCESS, REGISTER WITH, OR USE THE WEBSITE.
Liviara reserves the right to modify or change these Terms of Service at any time without prior notice to you. If Liviara modifies or changes these Terms of Service, it will also revise the “Effective Date” at the top of this page. The most current version of these Terms of Service can be reviewed by clicking on the “Terms of Service” hypertext link located on the Website. Your continued access to and/or use of the Website after Liviara posts any revised Terms of Service constitutes your agreement to any such revised Terms of Service.
PLEASE NOTE THAT, NOTWITHSTANDING ANYTHING CONTAINED IN THESE TERMS OF SERVICE OR ON THE SERVICE TO THE CONTRARY, THE SERVICE IS PROVIDED WITHOUT ANY WARRANTIES AND SUBJECT TO LIMITATIONS ON LIVIARA’S LIABILITY. THESE TERMS ARE CONTAINED IN SECTIONS 9 AND 10 BELOW.
- GENERAL USE AND RESTRICTIONS.
- 1.1. License. Conditioned upon and subject to your strict compliance with these Terms of Service, Liviara grants you a non-exclusive, non-transferable, limited license to access and use the Website to view information regarding Liviara and its products and services, and to purchase products from Liviara.
- 1.2. Use of the Website. You agree not to enter or use the Website for any purpose that is not expressly permitted by these Terms of Service, or is otherwise unlawful. You further agree to comply with all applicable laws, statutes, ordinances, regulations, contracts and licenses regarding your use of the Website including, without limitation, those applicable to the Internet, copyrights and trademarks.
- 1.3. Information Provided. If you provide any information to us, you agree to provide only true, accurate, current and complete information.
- 1.4. Restrictions. You agree not to, without first obtaining Liviara’s express written permission, (a) use any of its trademarks as metatags on other web sites; (b) use the Website in any manner that is illegal or impairs the operation of the Website or its availability or usage by others; and/or (c) display any part of the Website in frames (or any content via in-line links). You further agree not to decompile, reverse engineer or disassemble any software or other products or processes accessible through the Website, and not to insert any code or product or manipulate the Website in any way that affects the user’s experience including, without limitation, taking any action that imposes, or may impose, an unreasonable or disproportionately large load on the Website. You further agree not to use any data mining, web crawlers, robots, cancelbots, spiders, Trojan horses, or any data gathering or extraction method in connection with your use of the Website except for customary search engines used in accordance with automated instructions directed to search engines and available on the Website.
- THE WEBSITE.
- 2.1. General. Portions of the Website available to different users may vary. No user has access to all portions of the Website. You agree not to use or access, or attempt to use or access, any portion of the Website for which you are not intentionally given access to by us or the User Account of any other user.
- 2.2. User Accounts. If you successfully register with our Website for yourself or a company, you will be considered a “registered user” of and will have a “User Account” for the Website. You shall not create more than one (1) User Account for yourself.
- 2.3. Access to your User Account. You may not authorize any other person to enter and/or use your User Account. Accordingly, you agree to protect your username and password by, among other things, keeping your username and password confidential. If, notwithstanding the foregoing obligation, you allow another party to use your username and/or password to access your User Account, you will be responsible for all use by that party using your User Account. You agree to (a) immediately notify Liviara of any unauthorized use of your password or any other breach of security, and (b) ensure that you exit from your User Account at the end of each session.
- USER FEEDBACK
- 3.1. User Feedback. “User Feedback” means all content and information submitted via the Website by you including, without limitation, reviews, comments and suggestions regarding Liviara and its products and services.
- 3.2. Assignment. The Website may permit users to provide User Feedback. If you submit any User Feedback, such User Feedback shall be owned exclusively by Liviara and Liviara may, in its sole discretion, use, modify and/or disclose such User Feedback for any and all purposes, without any compensation to you. Without limiting the generality of the foregoing, Liviara may modify the User Feedback and post such User Feedback on the Website, along with your city and/or state, and use such User Feedback for advertising and promotional purposes. To the extent you have or obtain any intellectual property right in or to any User Feedback, you shall be deemed to assign all right, title and interest therein, if any, to Liviara as of the date such right first vests in you.
- 3.3. Representations. You represent and warrant to Liviara that you have the right to upload or otherwise submit such User Feedback to us, and that such User Feedback does not infringe, misappropriate or otherwise violate a privacy right or copyright, trademark, or any other intellectual property right of another.
- 3.4. Liability. You are solely responsible and liable for any User Feedback that you submit to us.
- 3.5. Restrictions. You agree not to submit any User Feedback to the Website that (a) is unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, pornographic, profane, false, hateful, indecent or otherwise objectionable to Liviara in its sole and absolute discretion, (b) contains false, fraudulent, deceptive or misleading statements, (c) infringes, misappropriates or otherwise violates a copyright or trademark, or any other intellectual property right of another, (d) violates the privacy rights of another, or (e) violates any municipal, state or federal law, rule, regulation or ordinance of any nation, or attempts to encourage such violation.
- Fees and Payment.Unless we agree otherwise in writing, you shall pay to Liviara any amounts due for any purchases (including, without limitation, sales tax, and any applicable shipping and processing fees) made via the Website in accordance with any fee or payment information posted on the Website, as updated from time-to-time.
- Termination & Suspension.We reserve the right, in our sole discretion, to terminate or suspend your access to, and/or use of, the Website, or any portion thereof, at any time, with or without notice and for any reason (or no reason), and you agree that (a) if your authorization to access the Website is terminated, you will not thereafter access, or attempt to access, the Website, directly or indirectly, and (b) if your authorization to access the Website is suspended, you will not thereafter access, or attempt to access, the Website, directly or indirectly, until your suspension is removed and we give you express notice thereof. Upon any termination or your authorization to access the Website, you agree to immediately pay to Liviara any amounts which may be owed as the result of your transactions by means of the Website.
- LINKING AND THIRD PARTY DEALINGS.
- 6.1. Links to External Sites. Liviara may provide hyperlinks to other web sites and Internet resources operated by parties other than Liviara. Liviara has no control over such sites and resources or their privacy policies. Such hyperlinks are provided for your reference only. The inclusion of hyperlinks to such web sites does not imply any sponsorship, affiliation or endorsement of the material on such web sites or with their operators.
- 6.2. Linking to the Website. Subject to the further provisions of this section 6.2, Liviara welcomes links to the Website from other web sites. If Liviara demands that you not link to the Website, or any portion of the Website, you agree that you will not, directly or indirectly, link to the Website or such portion of the Website as directed in our demand, at any time after such demand is made.
- INTELLECTUAL PROPERTY.
- 7.1. General. Except for User Feedback and content that is in the public domain, the Website and all content, as well as the selection and arrangement of the content, is owned by (or licensed to) Liviara or its suppliers and is protected by copyright, trade dress, trademark, unfair competition, and/or other laws and may not be used, copied or imitated in whole or in part except as expressly provided herein. Except as otherwise expressly provided in these Terms of Service, all rights in and to the Website and content are expressly reserved by Liviara.
- 7.2. Trademarks. LIVIARA and the related logos are trademarks of Liviara, and may not be copied, imitated or used, in whole or in part, without Liviara’s prior written permission. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks and/or trade dress of Liviara or its licensors and may not be copied, imitated, or used, in whole or in part, without Liviara’s prior written permission.
Policy, Notices and Procedures Regarding Claims of Copyright Infringement. Liviara respects the intellectual property rights of others. If you believe that your work has been copied and is accessible on the Website in a way that constitutes copyright infringement, you may notify our agent as provided in this Section 7.3. Pursuant to Title 17, United States Code, Section 512(c)(2), Liviara designates Copyright Agent as its agent designated to receive notification of claimed copyright infringement (“Designated Agent”). The address of the Designated Agent is 1708 S. Fifth Street, Saint Charles, MO 63303. The telephone number of the Designated Agent is (636) 634-0777. The email address of the Designated Agent is firstname.lastname@example.org.
We may terminate your use and access to the Website (including your User Account) if we believe that you are infringing the intellectual property rights of others or are aiding or threatening such infringement.
- INDEMNIFICATION. You hereby agree to indemnify and hold harmless Liviara and its affiliates, officers, members, directors, employees, shareholders, information providers, suppliers and licensees (collectively, “Indemnified Parties”) from and against any and all liability and costs, including, without limitation, reasonable attorney’s fees, incurred by any Indemnified Party in connection with any claim arising out of (a) any claim that any User Feedback provided by you misappropriates, infringes or otherwise violates any privacy or trademark, copyright, or other intellectual property right of any third party, and/or (b) any breach, or alleged breach, of any of these Terms of Service by you.
- DISCLAIMER OF WARRANTIES.You expressly acknowledge and agree that your use of the Website is at your sole risk. The Website is provided on an “AS IS”, “WITH ALL FAULTS”, and “AS AVAILABLE” basis. Liviara makes no representations or warranties relating to the Website including, without limitation, representations or warranties that (a) the Website shall meet your requirements, (b) the operation of the Website will be uninterrupted or error free, (c) the Website will be secure; or (d) any defects in the Website will be corrected.TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LIVIARA HEREBY DISCLAIMS ANY AND ALL WARRANTIES AND/OR REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, ORAL OR WRITTEN INCLUDING, WITHOUT LIMITATION, ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, REASONABLE CARE, AND/OR FITNESS FOR A PARTICULAR PURPOSE (WHETHER OR NOT LIVIARA KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR IS OTHERWISE IN FACT AWARE OF ANY SUCH PURPOSE), IN EACH INSTANCE WITH RESPECT TO THE WEBSITE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LIVIARA FURTHER DISCLAIMS ANY AND ALL WARRANTIES, AND/OR REPRESENTATIONS OF QUIET ENJOYMENT, TITLE AND NONINFRINGEMENT WITH RESPECT TO THE WEBSITE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.
- LIMITATION OF LIABILITY.TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LIVIARA OR ITS LICENSORS BE LIABLE FOR ANY (A) PERSONAL INJURY OR PROPERTY DAMAGE, OR (B) INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, THESE TERMS OF SERVICE AND/OR THE WEBSITE, WHETHER FOR BREACH OF CONTRACT, IN TORT OR OTHERWISE, EVEN IF LIVIARA IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER OR NOT SUCH DAMAGES ARE A REASONABLY FORESEEABLE CONSEQUENCE OF A BREACH OF THIS AGREEMENT OR A TORT THAT FALLS WITHIN THE SCOPE OF THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. In no event shall Liviara’s total liability to you for any damages arising out of or in any way connected with these Terms of Service or the Website, whether for breach of contract, in tort or otherwise, exceed the greater of (a) ten dollars ($10) or (b) the amount you paid to us, if any, during the three (3) month period immediately before the applicable claims arose.
- MODIFICATIONS TO THE WEBSITE.For the avoidance of doubt, Liviara may modify, suspend, discontinue and/or restrict the use of all or any portion of the Website at any time for any reason (or for no reason) and without notice or liability.
- GOVERNING LAW AND JURISDICTION.These Terms of Service, and all matters arising out of or relating to these Terms of Service, shall be governed by the federal laws of the United States and the laws of the State of Missouri, without giving effect to the conflict of law provisions thereof and excluding any application of the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. You consent to exclusive jurisdiction and venue in the federal courts sitting in St. Louis, Missouri, unless no federal subject matter jurisdiction exists, in which case you consent to exclusive jurisdiction and venue in the state courts sitting in St. Louis, Missouri. You hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which you may now or hereafter have to the laying of venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. You agree that any cause of action that you may desire to bring arising out of or related to the Website or any purchase made via the Website must commence within one (1) year after the cause of action arises; otherwise, such cause of action shall be permanently barred.
- GENERAL PROVISIONS. If any provision of these Terms of Service is declared or found to be illegal, unenforceable or void, then the invalid or unenforceable portion shall be modified in accordance with the applicable law as nearly as possible to reflect the original intention of the applicable provision, and the remaining sections of these Terms of Service shall remain in full force and effect. No right or remedy conferred by these Terms of Service is exclusive of any other right or remedy conferred herein or by law or in equity; rather, all of such rights and remedies are cumulative of every other such right or remedy and may be exercised concurrently or separately from time-to-time. Liviara may provide notice to you relating to these Terms of Service by sending an e-mail to your last known e-mail address, if any, your last known postal address, if any, or posting a notice on the Website, and any such notice shall be deemed given and received on the earlier of the day it is sent to you or the day it is posted on the Website. A printed version of these Terms of Service and of any notices given to you in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. The failure of Liviara to insist upon or enforce strict performance by you of any provision of these Terms of Service shall not be construed as a waiver of any provision or right. If Liviara brings any suit against you to enforce these Terms of Service or otherwise in connection with your use of the Website, you agree that if Liviara prevails in such suit Liviara shall be entitled to recover all costs and expenses incurred in such suit including reasonable attorneys’ fees. Use of the Website is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms of Service.