Last Updated: November 10, 2020

LiveChannel Platform Customer Agreement – Consumer Services Version

This LiveChannel Platform Customer Agreement – Consumer Services Version (“Agreement”) is between Goodwell Technologies, Inc. (“Goodwell”, “we”, “us” or “our”) and you or the entity you represent (“you” or “your”). This Agreement contains the terms and conditions that govern your access to and use of the LiveChannel Platform. This Agreement will go into effect when you click the “Transfer Me” button below or, if earlier, when you access and use the LiveChannel Platform or any of its associated sites (“Effective Date”).

1. Purpose. The LiveChannel Platform enables you to access products, services and special benefits when you are transferred from a “Source” organization who uses the LiveChannel Platform. These products, services and special benefits will be provided by the Source organization, or one of a number of associated “Supplier” organizations who also use the LiveChannel Platform. In other words, the LiveChannel Platform facilitates your access to these products, services and special benefits but the products, services and special benefits are provisioned by the Source or Supplier organizations and not by us.

2. Your Acceptance of this Agreement. By clicking the “Transfer Me” button above or by accessing and using the LiveChannel Platform in another way you (a) agree to be bound by this Agreement; and (b) represent and warrant that, if you are an individual, you are 18 years old or older or, if you are entering into this Agreement for an entity (e.g., the company you work for) that you have legal authority to bind that entity and that the entity is a corporation, partnership, or other legal entity duly formed (and incorporated, if applicable) in good standing where required to do business with all legal authority and power to accept this Agreement. If this Agreement or any future changes are not acceptable to you, your sole remedy is to no longer use the LiveChannel Platform.

3. Components of this Agreement.This Agreement incorporates the following documents by this reference and is the entire agreement between you and us regarding your use of the LiveChannel Platform:

You agree to the terms of and to comply with each of these Policies.

4. Modifications to this Agreement. We may modify this Agreement at any time in our sole discretion. Modifications are effective upon being posted on the LiveChannel Platform. You are responsible for reviewing the LiveChannel Customer Agreement posted on the LiveChannel Platform periodically to ensure that you are aware of any changes. Your continued use of the LiveChannel Platform following our modification of this Agreement will constitute your acceptance of the changes.

5. Use of the LiveChannel Platform. You may access and use the LiveChannel Platform in accordance with this Agreement. You will comply with the terms of this Agreement, including all Policies, and all laws, rules and regulations applicable to your use of the LiveChannel Platform. “LiveChannel Platform” means the servers, software, applications, APIs, content, and other proprietary technology and related services hosted and made available by us to you.

6. Your Account. If we provide the capability of creating an account, you must set up an account that is associated with a valid email address and, if required, enter a valid form of payment in order to access and use the LiveChannel Platform. You agree to provide true, accurate, current, and complete information in any registration forms required in connection with the LiveChannel Platform. You will make sure that your account information remains up-to-date (e.g., if you change home or business locations then you will promptly notify us and update your account information). You are responsible for keeping your account passwords and other account information secure. Except to the extent caused by our breach of this Agreement, you are responsible for all activities that occur under your account, whether those activities are authorized by you or not. We reserve the right to suspend or terminate accounts and/or cancel orders under accounts at any time in our discretion.

7. Your Content; De-Identified Data; LiveChannel Platform Metrics. You are solely responsible for all hardware, software, applications, data, text, audio, video, images, or any other content that you load on the LiveChannel Platform or that you access, use, or integrate in connection with the LiveChannel Platform. You agree that your content will not violate the Policies or any applicable laws or regulations. You grant us the right to access, use, store, copy, modify, publish, publicly transmit and distribute your content in order to operate the LiveChannel Platform and provide services in connection with the LiveChannel Platform. You will obtain all necessary rights in your content for our use of it in accordance with this Agreement. As between you and us, you or your licensors will own all right, title and interest in and to your content. Except as provided in this Agreement, we will not obtain rights under this Agreement to your content.

You also grant us the right to de-identify and aggregate your data and use the resulting de-identified and aggregated data (“De-identified Data”) to improve our services and for any other purpose and manner we select. The De-identified Data will not be considered your content.

The LiveChannel Platform will generate usage data related to your and other end users accounts and use of the LiveChannel Platform (e.g., usage statistics and analytics, telemetry, etc.). This usage data will be our data for us to use to improve our services and for any other purpose and manner we select.

8. Support. We will make an end-user customer service contact available to you via email or telephone during our normal business hours in connection with your use of the LiveChannel Platform. We will provide this support in accordance with our then-current support guidelines. Except for the support provided pursuant to the prior two sentences, we will not provide any additional support to you in connection with your use of the LiveChannel Platform unless we have entered into a separate support addendum with the Source or Supplier organization who is using the LiveChannel Platform, and is offering a product, service or special benefit to you and in which case we will provide additional support in accordance with our obligations under those separate support addenda.

9. License to Use the LiveChannel Platform. We grant you a limited, non-transferable, revocable, right and license to access and use the LiveChannel Platform in accordance with this Agreement. You may not, and will not authorize third parties to, copy, modify, create derivative works of, reverse engineer, reverse assemble, or attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the LiveChannel Platform. We retain all ownership, rights, title and interest in and to the LiveChannel Platform. Except for the limited access and use rights set forth in this Section, you obtain no rights from us to the LiveChannel Platform, including any underlying or related intellectual property rights.

10. Fulfillment by Source and Supplier Organizations. The LiveChannel Platform facilitates your access to products, services and special benefits. The products, services and special benefits are provisioned and fulfilled by the Source or Supplier organizations and not by us. If you purchase or access any of the products, services and/or special benefits, you are purchasing and acquiring directly from those third parties and not from us. We are not responsible for examining or evaluating, and we do not warrant, the offerings of any of these Source or Supplier organizations (including the content of their websites). We do not assume any responsibility or liability for the products, services, special benefits or actions of these Source or Supplier organizations. You should carefully review the Source and Supplier organization’s terms and conditions applicable to your purchase or acquisition from them.

11. Fees and Payment. If we charge fees for your use of the LiveChannel Platform, the fees will be set forth on our Fee Table. The Fee Table is accessible within the LiveChannel Platform. You agree to pay us the corresponding fees for your use of the LiveChannel Platform. We will bill fees and charges on a monthly basis. We will invoice you in advance of each month for subscription fees for your use of the LiveChannel Platform. We will invoice you in arrears for any commissions that are due or for any additional services (i.e., invoice during the month following when commissions became due or services were provided). You will pay us all invoiced amounts within 15 days using one of the payment methods we support. We may increase or add new fees and charges upon 30 days’ prior notice to you. We may charge interest at 1.0% per month (or the highest rate permitted by law, if less) on all late payments.

12. Taxes. You are responsible for any taxes that you are legally obligated to pay including, but not limited to, paying us any applicable value added, sales or use taxes or like taxes that we are allowed to collect from you under applicable law. If any taxes are required by law to be withheld on payments you make to us, you may deduct such taxes from the amount owed to us and pay them to the appropriate taxing authority; provided, however, that you must promptly secure and deliver to us an official receipt for any such taxes withheld or other documents necessary to enable us to claim a Foreign Tax Credit. Both parties will minimize any taxes withheld to the extent possible under applicable law.

13. Warranties. You represent and warrant to us that you have all necessary and legally required rights (including your compliance with all applicable privacy laws and regulations) in your content that is necessary to grant the rights contemplated in this Agreement. You further represent and warrant that you will comply with all applicable laws, rules, and regulations in the performance of this Agreement and, your use of the LiveChannel Platform.

14. Third-Party Claims. You agree to defend us and our employees, officers, directors, affiliates, contractors, suppliers, and agents from and against any and all third party claims and pay the amount of any adverse final judgment or settlement that arise from (a) your breach of this Agreement; (b) your content (including our use of your content as authorized under this Agreement); and (c) your interaction and engagement with other users of the LiveChannel Platform and/or third parties or third party services via the LiveChannel Platform. In no event will you agree to any settlement of any claim that obligates us in any way, without the written consent of us.

15. Disclaimer of Warranties; Limitations on Liability. THE LIVECHANNEL PLATFORM AND THE INFORMATION, SOFTWARE, PRODUCTS AND SERVICES ASSOCIATED WITH IT ARE PROVIDED "AS IS." WE AND OUR AFFILIATIES AND SOURCES AND SUPPLIERS DISCLAIM ANY WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER RELATING TO THE LIVECHANNEL PLATFORM AND ANY INFORMATION, SOFTWARE, PRODUCTS AND SERVICES PROVIDED HEREIN, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. USE OF THE LIVECHANNEL PLATFORM IS AT YOUR OWN RISK. WE AND OUR AFFILIATES AND SOURCES AND SUPPLIERS ARE NOT LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR OTHER INJURY ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF LIVECHANNEL PLATFORM OR WITH THE DELAY OR INABILITY TO USE THE LIVECHANNEL PLATFORM, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS AND SERVICES OBTAINED THROUGH THE LIVECHANNEL PLATFORM, OR OTHERWISE ARISING OUT OF THE USE OF THE LIVECHANNEL PLATFORM, WHETHER RESULTING IN WHOLE OR IN PART, FROM BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF WE OR OUR SOURCES OR OUR SUPPLIERS HAD BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. THE AGGREGATE LIABILITY OF US AND OUR AFFILIATES AND SOURCES AND SUPPLIERS UNDER OR IN CONNECTION WITH THIS AGREEMENT AND THE LIVECHANNEL PLATFORM WILL NOT, FOR ANY REASON, EXCEED THE FEES YOU PAID US DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE. NOTHING IN THIS SECTION WILL LIMIT YOUR OBLIGATION TO PAY US FOR YOUR USE OF THE LIVECHANNEL PLATFORM OR ANY OTHER OBLIGATIONS UNDER THIS AGREEMENT.

16. Term and Termination. This Agreement commences on the Effective Date and continues until terminated by either party in accordance with this Section. Either party may terminate this Agreement at any time and for any reason upon written notice to the other party in accordance with Section 29. Upon termination of this Agreement, you will immediately cease all use of the LiveChannel Platform.

The following Sections will survive termination of this Agreement: 2, 3, 5-7, 9, 10, 11 (for fees already due), 12-16, 18-20, 24, 25, 27, and 29-30.

17. Temporary Suspension. We reserve the right to suspend your right to access or use any portion or all of the LiveChannel Platform immediately upon notice to you for any reason.

18. Public and Third Party Communication. You may have the opportunity to communicate with others on or through the LiveChannel Platform. In connection with such communications, you may not upload, post, reference or link to any content that (a) is illegal, fraudulent, libelous, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate, or objectionable; or (b) violates any Policies. You agree that these communications may not be secure and depending on how you configure and use the LiveChannel Platform they may be public and not private communications. We are not responsible or liable for any information that you choose to communicate on or through the LiveChannel Platform with third parties, or for the actions of any other users accessing web sites, web pages or features made available on or through the LiveChannel Platform.

19. Suggestions. If you choose to provide us with any suggestions regarding improvements to the LiveChannel Platform then we will be entitled to use those suggestions without restriction or obligation to you.

20. Dispute Resolution. You agree that any claim or controversy arising out of or relating to this Agreement and/or the use of the LiveChannel Platform will be governed by the laws of the State of Washington, and that venue for any action arising from or related to this Agreement and/or the use of the LiveChannel Platform will be solely in any court of competent jurisdiction in Seattle, King County, Washington, USA. If either party employs attorneys to enforce any rights in connection with any such dispute or lawsuit the prevailing party will be entitled to recover reasonable attorneys' fees.

21. Assignment. You may not assign this Agreement, in whole or in part, without the prior written consent of us, and any attempted assignment will be void. We may assign this Agreement upon written notice to you. This Agreement will bind and inure to the benefit of permitted assigns.

22. Relationship of the Parties. This Agreement will not establish a partnership, joint venture, employment, franchise, or agency between you and us. Neither party will have the authority to bind the other or incur obligations on the other’s behalf without the other’s prior written consent. Except as otherwise expressly provided herein, there will be no third-party beneficiaries to this Agreement.

23. Copyright Infringement Notice. We respect the intellectual property rights of others, and will respond promptly to notices of alleged copyright infringement that comply with applicable law and are properly provided to us. If you believe that any content appearing on the LiveChannel Platform constitutes copyright infringement, please provide us with the following information: (a) a physical or electronic signature of the copyright owner or a person authorized to act on their behalf; (b) identification of the copyrighted work claimed to have been infringed; (c) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (d) your contact information, including your address, telephone number, and an email address; (e) a statement by you that You have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner. Our designated copyright agent for notice of alleged copyright infringement appearing on the LiveChannel Platform is: Mail to - Notices c/o Web Content & Privacy Officer, 2018 156th Ave NE, Bellevue, WA 98007 USA, or via email to - EndUserNotice@LiveChannel.io.

24. Third Party Services and Links. The LiveChannel Platform may incorporate third party services and your use of such third party services will be at your own risk and subject to any additional terms provided with the service. We will not be liable or responsible for the third party service, including as to delivery and accuracy. The LiveChannel Platform may include links (including via API) to third party sites and content and your use of such third party sites and content will be at your own risk and subject to any additional terms applicable to the third party sites and content. We will not be liable or responsible in any way for such third party sites and content.

25. Privacy. You agree that we can process personal information about you in accordance with the terms of our privacy policy. You may access and review our privacy policy at PRIVACY POLICY.

26. Trademark Usage. You grant us a non-exclusive, royalty-free, license to use your trademarks and logos that are associated with your use of the LiveChannel Platform (“Your Marks”) during the Term in connection with our provision and/or promotion of the LiveChannel Platform, provided that we will use reasonable efforts to comply with any usage guidelines that you may provide to us from time to time. You are the owner and/or authorized licensor of Your Marks. As between you and us, all goodwill associated with Your Marks will inure to your benefit.

27. Confidentiality. You agree to that this Agreement and the non-public components of the LiveChannel Platform and all non-public information provided in connection with this Agreement and the LiveChannel Platform are the confidential and proprietary information of us and our third party suppliers (“Goodwell Confidential Information”). You agree not to disclose Goodwell Confidential Information to any third party without the prior written consent of us. If you are required by law to disclose any Goodwell Confidential Information you agree to provide us with as much advance notice and an opportunity to intervene to prevent or limit such disclosure before complying with any legally required disclosure. You agree to protect Goodwell Confidential Information in the same manner that you protect your own confidential information but in no event to use less than industry standard efforts.

28. Force Majeure. Except for any obligations to make payments, neither party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including but not limited to, acts of war, acts of terrorists, acts of God, earthquake, flood, embargo, riot, labor shortage or dispute, and/or failure of the internet.

29. Notice. We may provide you notice under this Agreement to the email address that you provide when registering for access and use of the LiveChannel Platform or the email address or physical address you provide when engaging with a Source, Supplier or other third party related to your use of the LiveChannel Platform. Notices emailed to you will be deemed given and received when the email is sent. You may provide notice under this Agreement to us at the following address: Mail to - Notices c/o Web Content & Privacy Officer, 2018 156th Ave NE, Bellevue, WA 98007 USA, or via email to - EndUserNotice@LiveChannel.io.

30. English Language. The English language version of this Agreement will control. If this Agreement or any portions of it are provided in a language other than English such non-English version is for convenience only and the English language version will control in the event of any conflicts.