BY INSTALLING THIS SOFTWARE, YOU ARE INDICATING YOUR AGREEMENT TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF USE BELOW. READ THE AGREEMENT CAREFULLY AS IT SETS FORTH YOUR RIGHTS AND OBLIGATIONS WITH RESPECT TO USE OF THE ACTUAL LIVE SOFTWARE AND SERVICE. IF YOU ARE NOT WILLING TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, PLEASE DO NOT INSTALL THIS SOFTWARE.
TERMS AND CONDITIONS OF USE
(1) SERVICE: Sunfore Technology Limited (“Actual Live”) provides hosted integrated online communication solutions for online sales and support (the "Service") and the software enabling the use thereof and related updates, including any documentation files accompanying the software (the software, any modifications or updates and documentation hereinafter collectively referred to as the "Software"). The Software and Service are provided by Actual Live and/or its affiliates and/or its or their respective successors and assigns (collectively "Actual Live" or "we") to you (and everyone affiliated with you and/or your company to whom you provide the right to access the Service ("you" or "your"), subject to the terms of these Terms and Conditions of Use and all modifications thereto, and the other rules that may be published from time to time by Actual Live. ("Terms and Conditions" or "Agreement"). From time to time we may notify you of updates or new versions of the Software or Service. Your download of the updated or new versions of the Software and/or subsequent use of the Service confirms your acceptance of, and is also subject to, these Terms and Conditions. If you do not agree to abide by these Terms and Conditions, you may not use the Service or Software.
(2) GENERAL CONDITIONS AND RESTRICTIONS: You agree to use the Software and Service solely for your own personal or commercial use as an online communications platform.
While Actual Live strives to protect personal information and privacy, we cannot guarantee the security of any information you disclose online. You acknowledge by entering into this Agreement that you are aware of our limitations with respect to security and privacy. You agree to provide true, accurate, current and complete information as required by Actual Live. You agree not to transfer, assign, sublicense or resell the Service, in whole or in part, unless you are an authorized partner of Actual Live and only pursuant to a partners' agreement entered into between you and Actual Live ("Partners' Agreement"), and you further agree not to allow any third party unauthorized access to the Service. Actual Live may change the Terms and Conditions from time to time and at any time, with or without a release of a new version of the Software or the Service, with notice to you, by sending you an e-mail regarding the change. You agree that any use of the Software and/or Service by you during the period of thirty (30) days after such notice has been posted on the Actual Live Web Site for the first time, or at any time after the receipt of an e-mail advising you of such change, shall constitute your consent to the new or revised Terms and Conditions.
Unless produced by Actual Live, the information you access or receive by using the Software, and/or the Service and information sent to you by visitors to your website ("Visitors"), is provided by the Visitors and is not, controlled, verified or endorsed by Actual Live in any way. By using the Software and the Service you agree to: (i) determine whether the information complies with your needs; (ii) determine whether you have adequate legal rights to store, reproduce or otherwise make use of the information in the manner contemplated by you; and (iii) comply with all domestic and international laws and any other any legal obligations, including but not limited to, obligations imposed by copyright, trademark, trade secrets, defamation, decency, privacy, security and export laws.
You understand and acknowledge that we have no obligation to monitor any portion of the Service, including without limitation, content posted by you or your Visitors. You acknowledge and agree, however, that we retain the right to monitor the Service and to disclose any information as necessary or appropriate to satisfy any law, regulation or other governmental request, to operate the Service properly, or to protect the Service. We reserve the right to refuse to transmit or to remove any information or materials, in whole or in part, that, in our sole discretion, we deem unacceptable, undesirable, inappropriate or in violation of any law or these Terms and Conditions. You agree to immediately notify us of any unauthorized use of the Service or the Software or any other breach of security known to or suspected by you. Actual Live assumes no responsibility for the deletion of or failure to store electronic messages, chat communications, or other information submitted by you or your Visitors using Actual Live, whether submitted as part of the Service or otherwise. As the service is operate in shared host service, the program will stop service if your website traffic over 800 visitors at the same time.
If you violate these Terms and Conditions, you may be permanently or temporarily banned from using the Service and Software, at Actual Live's sole discretion. By way of example but not limitation, Actual Live reserves the right to terminate this Agreement at any time if Actual Live determines, in its sole discretion, that your site or activities are unsuitable for the Service. "Unsuitable" sites or activities may include, without limitation, those sites that Actual Live believes: (a) display or promote obscene, indecent, pornographic or sexually explicit activities; (b) promote abusive, threatening, hateful, harmful, harassing, libelous or violent behavior; (c) promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; (d) promote illegal activities or fail to comply with applicable law; (e) violate the intellectual property rights of third parties; or (f) have the potential to interfere with the use, enjoyment, deployment or operation of the Service by other Visitors.
(3) GRANT OF LIMITED LICENSE: Subject to the terms and conditions of this Agreement, Actual Live grants to you a non-exclusive, non-transferable, limited license to use the Software solely for the purpose of accessing and using the Service in accordance with these Terms and Conditions during the term of this Agreement. The Software and Service is provided on an "AS IS" and "AS AVAILABLE" basis. You agree not to do any of the following:
a. copy the Software or its content
b. translate the Software or its content
c. merge the Software with another program or modify the Software
d. reverse engineer (or make any attempt to discover the source code of the Software), disassemble, decompile, alter, duplicate, or make copies of the Software or the Service, or the Actual Live Web Site
e. sublicense, rent, or lease any portion of the Software unless you are an authorized partner of Actual Live and then only pursuant to your Partners' Agreement
f. use the Software or the Service for unauthorized commercial purposes (that is, for the purpose of generating revenue from the Service itself) or for any purposes other than those set forth in this Agreement, unless you do so as an authorized partner of Actual Live pursuant to your Partners' Agreement
g. harass, threaten, embarrass or cause distress or discomfort to any Visitor, or any other individual or entity
h. impersonate any other person or entity, including without limitation any Actual Live official, or misrepresent your affiliation with any other person or entity, or
m. send unsolicited bulk e-mail (spam) with a link to the Service (including button code or monitor tag) or Actual Live Web Site, or a link to a web site that contains a link to the Service or Actual Live Web Site.
(4) INTELLECTUAL PROPERTY RIGHTS AND PRIVACY: You acknowledge and agree that Actual Live is the sole owner of the Software, and the Service including without limitation, all applicable H.K. and foreign copyrights, patents, trademarks, and trade secrets, database rights, treaties, and all other intellectual property rights appurtenant thereto. Internet user data collected by Actual Live in the course of fulfilling its obligations under this Agreement shall be used by Actual Live in accordance with the then-current Actual Live privacy statement located at www.actual-live.com/privacy.htm. You acknowledge that no title to the intellectual property in the Software is transferred to you. You further acknowledge that title and full ownership rights to the Software will remain the exclusive property of Actual Live and you will not acquire any rights to the Software except as expressly set forth herein. You are not permitted to disseminate any information that is made available to you, as a licensee, by Actual Live, including without limitation, any usernames and/or passwords.
(5) DISCLAIMER OF WARRANTIES: THE SOFTWARE AND SERVICE ARE PROVIDED "AS IS, AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, ACTUAL LIVE SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO: (i) ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, SECURITY, USEFULNESS, INTEROPERABILITY, OR CONTENT OF THE SOFTWARE OR SERVICE; AND (ii) ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THIS DISCLAIMER APPLIES TO ANY DAMAGES OR INJURY CAUSED BY THE SOFTWARE OR THE SERVICE, INCLUDING WITHOUT LIMITATION AS A RESULT OF ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY OR ERROR IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD. IT IS YOUR SOLE RESPONSIBILITY TO ISOLATE THE SOFTWARE AND EXECUTE ANTI-CONTAMINATION SOFTWARE AND OTHERWISE TAKE STEPS TO ENSURE THAT SOFTWARE OR OTHER INFORMATION OBTAINED FROM THE SERVICE, IF CONTAMINATED OR INFECTED, WILL NOT DAMAGE YOUR INFORMATION OR SYSTEM. ACTUAL LIVE MAKES NO WARRANTY REGARDING ANY TRANSACTIONS ENTERED INTO THROUGH THE SERVICE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ACTUAL LIVE, SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. ACTUAL LIVE ASSUMES NO RESPONSIBILITY FOR THE DELETION OR FAILURE TO STORE, DELIVER OR TIMELY DELIVER ANY INFORMATION, CHAT RECORDS OR MESSAGES.
(6) LIMITATION OF LIABILITY: IN NO EVENT SHALL ACTUAL LIVE, ITS OFFICERS, DIRECTORS, EMPLOYEES, ADVISORS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, SUCCESSORS OR ASSIGNS, BE LIABLE TO ANY PERSON (i) FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR INFORMATION AND THE LIKE), IN ANY WAY ARISING OUT OF THE DELIVERY, PERFORMANCE, OR USE OF THE SOFTWARE OR THE SERVICE, EVEN IF ACTUAL LIVE SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE; OR (ii) FOR ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN, OR DESTRUCTIVE PROPERTIES OF THE SERVICE OR THE SOFTWARE, OR ANY OTHER SOFTWARE OR OTHER CONTENT. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, ACTUAL LIVE’S LIABILITY SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW. YOU AGREE THAT IN NO EVENT WILL ACTUAL LIVE’S TOTAL LIABILITY EXCEED THE TOTAL OF THE MONTHLY FEES, IF ANY, PAID BY YOU FOR THE SERVICE AND THE SOFTWARE DURING THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE ALLEGED CLAIM OR ALLEGED CAUSE OF ACTION. IF THE SERVICE IS PROVIDED AT NO CHARGE TO YOU, ACTUAL LIVE SHALL HAVE NO LIABILITY WHATSOEVER TO THE YOU.
(7) INDEMNIFICATION: By using the Service and Software, you agree to indemnify, defend, and hold Actual Live harmless for any claims, damages, proceedings, losses, costs and/or expenses (including attorneys’ fees and expenses) arising in connection with or related to your breach of any of the provisions, terms or conditions set forth in this Agreement or your use of the Service.
(8) TERMINATION: You may terminate this Agreement at any time upon written notice to Actual Live, but you shall be responsible for payment of all amounts then due to Actual Live at the time of termination. Actual Live may, in its sole discretion, terminate the Service or your use of the Service, permanently or temporarily, at any time with or without cause, immediately upon giving written notice to you. Upon termination, you will immediately cease all use of the Software and any documentation provided to you by the Service and return or destroy all copies thereof. Your right and license to use the Service and the Software shall immediately cease upon termination. You shall thereafter have no right, and Actual Live shall have no obligation, to forward any messages or information to you, your Visitors or any other third party. Except as otherwise expressly provided herein, all sections of these Terms and Conditions which by their nature should survive termination will survive termination, including, without limitation, indemnities, warranty disclaimers, and limitations of liability. Termination is not an exclusive remedy and we reserve all other available remedies in contract, law or equity.
(9) FORCE MAJEURE: Actual Live shall not be liable to you or any other person for any delay or failure in the performance of this Agreement or for loss or damage of any nature whatsoever suffered by such person due to disruption or unavailability of communication facilities, utility or Internet service provider failure, acts of war, acts of terrorism, acts of vandalism, lightning, fire or other acts of God, strike, unavailability of energy sources or any other causes beyond Actual Live’s reasonable control.
(10) MISCELLANEOUS: This Agreement, together with any Exhibits hereto, contains the entire agreement of the parties, and supersedes any and all previous agreements with respect to the subject matter hereof, whether oral or written. If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. Actual Live may transfer, assign, sublicense or pledge, in any manner whatsoever, any of its rights and obligations under this Agreement to a subsidiary, affiliate, or successor thereof, or to any third party whatsoever, without notifying you or receiving your consent. Any waiver (express or implied) by Actual Live of any breach of this Agreement shall not constitute a waiver of any other or subsequent breach. No provision of the Agreement may be waived except by a written instrument expressly waiving such provision and signed by a duly authorized officer of Actual Live. By entering into this Agreement, you acknowledge that you are transacting business with Actual Live in Hong Kong. This Agreement shall be governed in all respects, including validity, interpretation and effect, by the laws of Hong Kong and exclusive venue shall be in the state or federal courts of Hong Kong. The headings in this Agreement are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.