TERMS & CONDITIONS
Last updated: 01.01.2019
These LiveSession Software-as-a-Service (“SaaS”) Terms and Conditions (“Terms and Conditions”) are related to SaaS subscription between LiveSession Sp. z o.o. with its registered office in Wroclaw, Poland, Gen. W. Sikorskiego Street 3/2 (53-659 Wroclaw, Poland), entered into the registry of entrepreneurs under the KRS number 0000753134, the registry files maintained by the District Court for Wroclaw - Fabryczna in Wroclaw, VI Commercial Division of the National Court Registry with the share capital in the amount of 5.000 PLN, with the NIP (tax identification number) no. 8971860301 and REGON no. 38158038000000, email address: firstname.lastname@example.org (“LiveSession”), and the subscribed business client (“Client”), which may be collectively referred as the "Parties” or a “Party” if individually.
The present Terms and Conditions and all attachments hereto, together with any Subscription Form executed by Client, and Personal Data Processing Agreement, if applicable, all together constitute the LiveSession Software-as-a-Service Agreement (“SaaS Agreement”), being B2B contract between LiveSession and Client.
BY CONSENTING TO THE SAAS AGREEMENT CLIENT REPRESENTS THAT HE OR SHE HAS READ IN DETAIL THE SAAS AGREEMENT AND THE LIVESESSION DATA PROTECTION POLICY, UNDERSTANDS THEM, HAS BEEN ADVISED BY LIVESESSION ABOUT THEIR LEGAL CHARACTER AND CONSEQUENCES AND ABOUT A POSSIBLE NEED OF PROFESSIONAL LEGAL ADVICE BEFORE ENTERING THE SAAS AGREEMENT.
THE CLIENT’S SAAS SUBSCRIPTION SHALL BE DEEMED CLIENT’S FULL AND UNCONDITIONAL AGREEMENT TO ALL AND ANY PRESENT TERMS AND CONDITIONS TOGETHER WITH THE ATTACHMENTS HERETO, PERSONAL DATA PROCESSING AGREEMENT AND DATA PROTECTION POLICY ADOPTED BY LIVESESSION AND APPLICABLE TO LIVESESSION SAAS.
- DEFINITIONS & BASIC SAAS AGREEMENT TERMS
- “Effective Date” means a date on which Client subscribed to the SaaS Agreement throughout the Subscription Form.
- “Fee” or “Fees” mean the monthly or yearly fees paid or to be paid by Client for an agreed subscription plan.
- “SaaS” means the subscription-based software-as-a-service made available by LiveSession to Client under the terms and condition of the SaaS Agreement, which gives Client a right to use a web-based analytical software, which lets Client replay website visitors’ actions and get insights about them.
- “Subscription Form” means any kind of form, including particularly email, internet-based or written form, of an agreement between LiveSession and Client to the SaaS Agreement.
- “Term” means a term for which the SaaS Agreement remains valid and in force between the Parties, resulting out of the agreement between the Parties expressed in the Subscription Form.
- "Use" means the ability to run, execute, display, work with, use features and functions of the SaaS.
- “Users” means individuals connected with Client who are authorized to use the SaaS. Users may include but are not limited to authorized employees, consultants, contractors and agents of Client.
- Agreement and Main Responsibilities. By the SaaS Agreement LiveSession undertakes to provide Client with SaaS on the terms and conditions stipulated in the SaaS Agreement, and Client in exchange undertakes to pay Fee or Fees, as applicable and agreed between the Parties.
- Commencement of SaaS. The provision of SaaS shall commence no later than within one day from Effective Date, however no earlier than after the payment of applicable Fee or Fees.
- End of SaaS. The provision of SaaS shall end with the moment of termination of the SaaS Agreement and/or termination of subscription.
- RIGHT TO ACCESS AND USE THE SAAS. B2B CONTRACT
- Right to Access and Use. Subject to Client’s strict compliance with the SaaS Agreement, as defined in these Terms and Conditions, LiveSession shall grant to Client, and Client accepts, a non-transferable, time-limited, non-exclusive right to access and Use the SaaS, in accordance with the SaaS Agreement and particularly with these Terms and Conditions, solely for Client’s internal purposes. Upon the termination of the SaaS Agreement, Client’s right to access and Use the SaaS shall terminate.
- B2B Contract. Client represents that he or she is a professional business entity, regardless whether registered or not, conducts business affairs, enters the SaaS Agreement for business purposes and does not act as a consumer.
- LIMITATIONS AND RESTRICTIONS
- Use Restrictions. Client shall not: (a) modify or create any derivative work from the SaaS; (b) include the SaaS in any other service, product or software; (c) reverse assemble, decompile, reverse engineer or otherwise attempt to derive source or algorithms from SaaS; (d) circumvent or attempt to circumvent any technological mechanism that is designed to restrict access or limit copying which may be applied to the SaaS; (e) remove or modify any markings or any notice of LiveSession’s proprietary and intellectual property rights; (f) use the SaaS to store or transmit infringing, libelous, or otherwise unlawful material; (g) store or transmit any information in violation of third-party privacy rights; (h) use the SaaS to store or transmit malicious code; (i) interfere with or disrupt the integrity or performance of the SaaS; (j) attempt to gain unauthorized access to the SaaS or their related systems or networks; or (j) combine the SaaS with any application, software, hardware, equipment, product, or service, except as expressly authorized by LiveSession in advance.
- Further limitations. The rights granted to Client under the SaaS Agreement are also conditioned on the following: (a) Client agrees to make every reasonable effort to prevent unauthorized third-parties from accessing the SaaS; and (b) Client agrees to use of the SaaS only in accordance with this SaaS Agreement and any applicable laws.
- Reverse Engineering. Client must not reverse engineer the SaaS or any of its part, except to the extent that this restriction is expressly prohibited by applicable laws.
- SaaS Updates. Except for repair or replacement of the SaaS as otherwise expressly described in the SaaS Agreement, LiveSession may, but will not be obligated, under these Terms and Condition provide any updates, enhancements, improvements, new release or other versions of the SaaS to Client. For clarity, LiveSession reserves the right to designate enhanced, modified, new release and other versions of the SaaS as being subject to additional or separate software-as-a-service agreement terms, including additional fees or other payments.
- Fees. Client shall pay LiveSession the Fees as agreed in the Subscription Form and in accordance with the subscription plans set forth in Attachment I hereto.
- Payment. Client shall be allowed to pay any and all Fees by a debit or credit card only, save the Parties jointly specifically agree differently. It is LiveSession or a third party transfer service provider who shall have the exclusive right to decide on acceptance of any particular debit or credit card. LiveSession does not retain any credit or debit card information; Client acknowledges that any issues connected with technical aspects of payment process are to be resolved with a third party transfer service provider. Client will be charged with an appropriate Fee in advance, with the moment of the beginning of a subscription period. In case of failure of payment process, the payment process will be automatically renewed and repeated for 7 (seven) days until successful payment. In case of ultimate failure of payment, after the period of seven days since the beginning of a subscription period the subscription is cancelled, and this SaaS Agreement terminated. Client shall be fully responsible for allowing the Fees to be charged automatically in advance.
- Currency. All payments shall be made in EUR or USD, provided that no other currency is specified in the Subscription Form. LiveSession shall not be responsible for any transfer, exchange, spread etc. costs related to payment of Fees, for payment of which Client shall be solely responsible.
- Taxes. Net amounts. All Fees are net amount. Client acknowledges and agrees that it shall be responsible for the payment of all taxes (including the value added tax, if applicable) in connection with the provision of SaaS, if and when applicable, in accordance with due applicable laws.
- Changes of Subscription Plan. Client may change a subscription plan at any time. In case of change of subscription plan during a subscription period, Client shall be charged with appropriate Fees proportionately to the actual period of applied subscription plan.
- Surplus or Overpayment. Any surplus or overpayment of Fees by Client for which LiveSession is responsible shall be settled for any due or future Fees and shall be returnable to Client within 30 days from the end of Term.
- No Return. In case of termination of Agreement during the subscription period no Fee or Fees which already have been paid shall be returnable to Client. Client shall have no claim for the return of Fee or Fees already paid, save this Agreement specifically provides differently.
- INTELLECTUAL PROPERTY RIGHTS
- Sole ownership. LiveSession will, as between LiveSession and Client and subject to the limited Client use rights set forth in these Terms and Conditions, have and retain sole and exclusive ownership of all right, title and interest in and to any product, software, service or deliverables provided by LiveSession pursuant to the SaaS Agreement, including but not limited to, all patents, copyrights, trade secrets mask works, trademarks and other proprietary rights it may enjoy. LiveSession will further have sole ownership of all improvements and modifications to any product, software, service or deliverables provided by LiveSession pursuant to the SaaS Agreement, whether such improvements or modifications were based upon Client feedback and/or made by either Party alone or in cooperation with each other. No rights are granted hereunder to Client under any patents, design models, copyright, know-how, trade secrets and trademarks except as are incidental only to the Use of SaaS by Client.
- No Compensation. Client accepts that any increase in the value of LiveSession’s intellectual property resulting from Client's activities shall not give rise to any claim for compensation to Client.
- No Registration Rights. Client represents that it has not sought nor obtained and that he or she shall not seek to obtain registration in its own name of any of LiveSession’s intellectual property and undertakes to cease use of LiveSession’s intellectual property upon termination of the SaaS Agreement.
- References. Whenever Client shall make a reference to its relationship with LiveSession whether in advertising or otherwise, Client shall describe its relationship only as a user of SaaS. Any other use by Client of LiveSession’s trade name and/or trademark must be previously approved by a duly authorized officer of LiveSession.
- LIMITED SAAS WARRANTY. SOLE REMEDIES
LiveSession guarantees and warrants that it has the authority to grant to Client the right to access and Use the SaaS. Further, subject to Client’s compliance with all and any rules and terms of SaaS Agreement, LiveSession warrants that the SaaS will provide substantially the same functions, features and characteristics as described in the definitions to these Terms and Conditions and applicable attachment to these Terms and Conditions, if any. The Client’s exclusive remedies for breach of this warranty are hereby agreed and exhaustively enlisted in the present section. If the SaaS does not provide substantially the same functions, features and characteristics as described in the definitions to these Terms and Conditions and applicable attachment to these Terms and Conditions, if any, LiveSession will, at its sole option, either (i) modify the SaaS; or (ii) provide a workaround solution that will reasonably meet Client’s requirements. If neither of these options is commercially feasible as determined by LiveSession at its sole discretion, either Party may terminate the SaaS Agreement upon 30 (thirty) days prior notice.
- WARRANTY DISCLAIMER. LIABILITY
- SERVICE “AS IS”. EXCEPT AS EXPRESSLY SET FORTH IN THE SAAS AGREEMENT, THE SAAS IS PROVIDED “AS IS,” AND LIVESESSION DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, CONDITIONS OR REPRESENTATIONS INCLUDING, WITHOUT LIMITATION, (I) IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (II) WARRANTIES OF TITLE AND AGAINST INFRINGEMENT AND (III) WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. TO THE EXTENT ANY IMPLIED WARRANTY CANNOT BE EXCLUDED, SUCH WARRANTY IS LIMITED IN DURATION TO THE EXPRESS WARRANTY PERIOD.
- LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:
- LIVESESSION SHALL NOT BE LIABLE, WHETHER IN CONTRACT, NEGLIGENCE, TORT, OR ON ANY OTHER BASIS, FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES, LOSS OR CORRUPTION OF DATA, OR LOSS OF REVENUE, SAVINGS OR PROFITS, LOSS OF BUSINESS, LOSS OF OPPORTUNITY, LOSS OF GOODWILL, LOSS OF REPUTATION OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE PROVISION, USE, PERFORMANCE, FAILURE OR INTERRUPTION IN THE OPERATION OF THE SAAS, EVEN IF LIVESESSION IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES;
- LIVESESSION WILL NOT BE LIABLE FOR ANY CLAIM MADE THE SUBJECT OF A LEGAL PROCEEDING MORE THAN TWO (2) YEARS AFTER THE CAUSE OF ACTION ASSERTED IN SUCH CLAIM AROSE;
- NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE SAAS AGREEMENT, THE AGGREGATE LIABILITY OF LIVESESSION AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES OR OTHER REPRESENTATIVES, ARISING IN ANY WAY IN CONNECTION WITH THE SAAS AGREEMENT—WHETHER UNDER CONTRACT LAW, TORT LAW, WARRANTY OR OTHERWISE—WILL NOT EXCEED THE TOTAL LICENCE FEES PAID BY CLIENT TO LIVESESSION
- CLIENT INDEMNIFICATION
To the maximum extent permitted by the applicable laws, Client shall indemnify and hold LiveSession harmless from and against any and all liabilities, costs, expenses and damages (including without limitation reasonable attorney’s fees) suffered or incurred by LiveSession as a result of (a) Client’s breach of its obligations under the SaaS Agreement; (b) Client’s failure to comply with applicable laws; or (c) Client’s negligence or intentional torts.
All and any information supplied by LiveSession in connection with the execution and performance of the SaaS Agreement and designated by LiveSession as confidential, or which Client should reasonably believe to be confidential based on its subject matter or the circumstances of disclosure, shall be treated by Client as a strictly confidential information in a reasonable and appropriate manner and may be used by Client only as necessary to benefit from or to perform its obligations under the SaaS Agreement. Such confidential information cannot be used by Client for any other purpose, unless expressly agreed by LiveSession. The confidential information does not include or embrace information which is: (a) publicly known; (b) already known to Client; (c) lawfully disclosed by a third party; (d) independently developed; or (e) disclosed pursuant to a legal requirement or order. Client may reasonably disclose the confidential information on a need-to-know basis to its contractor's, agents and affiliates who agree to confidentiality and non-use terms that are substantially similar to these terms. For the avoidance of doubts, any trainings, instructions, tutorials, technical support or IT information provided by LiveSession shall be deemed to be the confidential information.
- PERSONAL INFORMATION / PERSONAL DATA OF CLIENT
- Consent to Data Protection Policy. By agreeing to the SaaS Agreement, Client fully and unconditionally agrees and accepts the LiveSession Data Protection Policy.
- Data Processing. LiveSession shall comply with any applicable privacy and personal data protection laws, particularly while processing personal data and/or information of Users. The rules of data processing are stipulated in the LiveSession Data Protection Policy.
- PROCESSING PERSONAL INFORMATION / DATA OF CLIENT’S CUSTOMERS
- Acknowledgment. Client fully acknowledges that LiveSession SaaS is the tool which is based on collecting, tracking, analyzing and using personal data, dedicated to collect, track, analyze and use personal data of persons visiting or otherwise using Client’s websites, web services etc.
- CLIENT AS DATA ADMINISTRATOR. RESPONSIBILITY. THE PARTIES JOINTLY AGREE, AND CLIENT ACKNOWLEDGES THAT IT IS THE SOLE RESPONSIBILITY OF CLIENT TO ENSURE THAT ANY AND ALL PERSONAL INFORMATION AND/OR PERSONAL DATA OF CLIENT’S CUSTOMERS, WEBSITE VISITORS, WEB SERVICES’ USERS AND ANY OTHER PERSONS CONCERNED ARE PROCESSED LEGALLY. PARTICULARLY, PARTIES JOINTLY AGREE THAT IT IS CLIENT WHO IS THE ADMINISTRATOR (COLLECTOR) OF PERSONAL INFORMATION AND/OR PERSONAL DATA PROCESSED SO, WHILE LIVESESSION, IF APPLICABLE, SHALL BE TREATED SOLELY AS PERSONAL INFORMATION AND/OR PERSONAL DATA PROCESSOR, ACTINGING SOLELY AND EXCLUSIVELY ON SPECIFIC ORDER AND REQUEST OF CLIENT. IT IS SOLE CLIENT’S RESPONSIBILITY TO DETERMINE SCOPE AND AIM OF PERSONAL INFORMATION AND/OR DATA PROCESSING AND TO FULFILL ANY AND ALL LEGAL OBLIGATIONS CONNECTED WITH BEING THE ADMINISTRATOR OF PERSONAL INFORMATION AND/OR DATA WHICH MAY APPLY.
- Personal Data Processing Agreement. By consenting to the SaaS Agreement Client hereby agrees and executes the Personal Data Processing Agreement constituting the Attachment III to these Terms and Conditions.
- SUSPENSION OR RESTRICTION OF SERVICE; MAINTENANCE
- Suspension and Restriction. For the benefit of all LiveSession users and clients, LiveSession may suspend or restrict the SaaS at any time, until further notice to Client, and provide notice of such suspension or restriction to Client as soon as reasonably practicable if (i) the provision of the SaaS would cause LiveSession to be in breach of law; or (ii) LiveSession reasonably determines that the SaaS must be suspended in order to (a) carry out planned or unplanned maintenance, repair or upgrading; or (b) prevent substantial harm to the SaaS arising from any activity originating from or through Client’s Use of the SaaS that could disrupt the SaaS. LiveSession will notify Client about the suspension and restriction as soon as reasonably practicable.
- Maintenance. LiveSession shall use its commercially reasonable efforts to schedule needed and predictable maintenance of SaaS using reasonable procedures to minimize SaaS service outages, as well as it will use reasonable efforts to ensure that there is minimum disruption to the SaaS in case of any suspension and restriction and shall use its commercially reasonable efforts to promptly reinstate the SaaS in any of such cases. Planned maintenance whenever reasonably practicable will be performed during off-business hours between 12:00 p.m. to 6:00 a.m. (GMT -4) or during the weekends, with as little disruption to Client’s Use of the SaaS as possible, and unplanned maintenance, whenever reasonably practicable, shall also be performed during off-business hours between 6:00 p.m. and 6:00 a.m. (GMT -4).
- LIABILITY LIMITATION. LIVESESSION SHALL NOT BE LIABLE TO CLIENT OR TO ANY THIRD PERSON FOR ANY LOSS RESULTING FROM OR IN CONNECTION WITH A SUSPENSION, WITHDRAWAL, MAINTENANCE DOWNTIME OR RESTRICTION OF THE SAAS.
- CLIENT TECHNICAL RESPONSIBILITIES AND MINIMAL REQUIREMENTS
- Client’s Responsibilities. Client shall be responsible, at Client’s sole expense, for acquiring, selecting, securing and maintaining any equipment or services needed to connect to, access or Use the SaaS, including for example, but without any limitation, modems, hardware, servers, software, operating systems etc.
- Familiarity with Minimal Technical Requirements. Client represents that it has been advised about the minimal technical requirements needed to access and Use SaaS and meeting these minimal technical requirements remains a sole responsibility of Client, in accordance with the section above.
- Minimal Technical Requirements. The minimal technical requirements for the SaaS are stipulated in the Attachment II hereto.
- TERM & TERMINATION
- Term of Agreement. The Term of the SaaS Agreement is indefinite, unless it is set forth otherwise in the Subscription Form.
- Termination for Convenience. Without prejudice to any other termination rights prescribed herein, either Party may terminate the SaaS Agreement without stating a reason by canceling subscription. Upon a termination for convenience, Client's right to access and Use the SaaS Agreement will terminate immediately after the cancelation notice is effectively delivered to the other Party if no other moment of termination is indicated by LiveSession. During the notice period, if any, Client is obligated to continue to pay the appropriate Fees. The Parties explicitly agree that in case of termination by LiveSession Client shall have no right and waives and possible right to any damages incurred due to the termination.
- Survival. Any provision of the SaaS Agreement that contemplates performance or observance after a termination of the SaaS Agreement will survive termination and continue in full force and effect for the period so contemplated including, but not limited to, provisions relating to warranty disclaimers, intellectual property ownership, payment terms, confidentiality, waiver of consequential damages, and cap on liability.
- Entire Agreement. These Terms and Conditions and attachments hereto together with the Subscription Form constitute the entire agreement between the Parties with respect to the subject matter hereof and supersede all previous agreements pertaining to such subject matter. All prior agreements, representations, warranties, statements etc. are superseded hereby. Client represents and acknowledges that it has not relied on any representation or warranty (other than those explicitly set forth in these Terms and Conditions) in connection with its signing of the SaaS Agreement.
- Governing Law. The SaaS Agreement and performance hereunder will be governed by and construed in accordance with the laws of Poland. For the avoidance of any doubts, the United Nations Convention on Contracts for the International Sale of Goods shall not be applicable to the SaaS Agreement.
- Dispute Resolution. Any dispute, controversy or claim arising out of or relating to the SaaS Agreement, or the breach, termination or invalidity thereof, shall first be attempted to be settled by direct discussion between LiveSession and Client. If such discussion does not result in settlement within 30 (thirty) days of its notification by one Party to the other, then such dispute, controversy or claim shall be settled by an appropriate court having jurisdiction over the registered office of LiveSession in Poland.
- No Solicitation. During the Term and continuing for three years after the termination of the SaaS Agreement, Client shall not, directly or indirectly, solicit or recruit any LiveSession’s employees or officers to terminate his or her employment with LiveSession.
- Client Assignment. Client must not assign or transfer its interests, rights or obligations under the SaaS Agreement by any agreement, merger, consolidation, operation of law or otherwise without the prior consent of an authorized representative of LiveSession. Any attempt to assign the SaaS Agreement by Client to the contrary of this provision shall be deemed to be null and void.
- LiveSession Assignment. LiveSession may assign or delegate the performance of part or all of its obligations under the SaaS Agreement to any third-party upon notice to Client, provided however that LiveSession shall be responsible to Client for the performance of the obligations so assigned or delegated.
- Publicity. Unless otherwise provided otherwise in a separate agreement between the Parties, each Party may issue a press release following the execution of the SaaS Agreement. Each Party hereby consents to the other Party's use of its name, logo and trademark on its website and for corporate and financial presentations.
- Electronic Services Act Note. This SaaS Agreement constitutes the terms and conditions of providing electronic services in the meaning of Article 8 of Act of 18.07.2002 on providing electronic services (Official Gazette 2002 No. 144 section 1204). LiveSession hereby informs and Client acknowledges that (a) Client must not use LiveSession SaaS or any of its part to provide, transmit, transfer etc. an unlawful content; (b) any Client’s complaint shall be resolved in line with the dispute resolution means prescribed by this SaaS Agreement; (c) the SaaS Agreement can be entered into only by electronic means through signing a Subscription Form.
- Force Majeure. LiveSession shall not be responsible for any failure or delay in performing any obligation under the SaaS Agreement if such failure or delay is due to a cause beyond the LiveSession’s reasonable control, including, but not limited to acts of God, flood, fire, volcano, war, third-party suppliers (including particularly those providing hosting and IT software, hardware or infrastructure to LiveSession), labor disputes, economic and commercial crises, embargos, governmental acts, riots, substantial changes of law, terrorist and hackers’ attacks, destruction of LiveSession servers by any third party, unpredictable breakdown of LiveSession servers (“Force Majeure”). In case a Force Majeure occurs, it shall not affect the Client’s obligations to pay the Fees. The parties jointly agree that the Client’s obligation to pay the Fees is not contingent on any Force Majeure event.
- Compliance with Laws. Each Party will comply with all applicable international and national laws and regulations in the performance of all of activities under the SaaS Agreement. Client will not, directly or indirectly, export or transmit the SaaS or its part to any country to which such export or transmission is prohibited by any applicable regulation or statute.
- Authentic Language. Interpretation. The SaaS Agreement is executed in the English language. The English language shall be the sole and controlling language used in interpreting or construing the meaning of the SaaS Agreement. Any principle of construction or rule of law that provides that an agreement be construed against the drafter of the agreement shall not apply to the SaaS Agreement.
- Headings. Headings used in the SaaS Agreement are intended for convenience or reference only and will not control or affect the meaning or construction of any provision of the SaaS Agreement.
- Electronic form. The SaaS Agreement may be executed in electronic form, unless agreed otherwise by the Parties.
- Beneficiaries. No exclusivity. The SaaS Agreement is entered into only for the benefit of Client and LiveSession. No other person or entity will have the right to make any claim or assert any right hereunder, and no other person or entity will be deemed a beneficiary of the SaaS Agreement. At the same time the Parties confirm and acknowledge that the SaaS is provided on a non-exclusive basis and LiveSession may provide the SaaS to any other parties at their sole discretion.
- No Contingency On Future Releases. Client acknowledges and agrees that its purchases under this SaaS Agreement are neither contingent upon the delivery of any future functionality or features nor dependent on any oral or written public comments made by LiveSession regarding future functionality or features.
- No Disparagement. Client shall not in any way, directly or indirectly, disparage the SaaS, LiveSession, or any other products, services or software made or commercialized by LiveSession.
- Discrepancies. In case of discrepancy between these Terms and Conditions and one or more of its attachments hereto, the attachments shall prevail. In case of discrepancy between these Terms and Conditions or any its attachments and the Subscription Form, the Subscription Form shall prevail.
- Severability. Any provision of the SaaS Agreement, which is or may be void or unenforceable under the applicable law shall be deemed severable to the extent of such invalidity or unenforceability and shall not affect any other provisions hereof.
- Waiver. Any failure to enforce any provision of the SaaS Agreement shall not constitute a waiver. No waiver of any provision of the SaaS Agreement or consent to any departure from it by any Party shall be effective unless it is in writing. A waiver or consent will be effective only for the specific purpose for which it is given. No default or delay on the part of any Party in exercising any rights, powers or privileges operates as a waiver of any right, nor does a single or partial exercise of a right preclude any exercise of other rights, powers or privileges.
- Notices. The Parties jointly agree that any notice under the SaaS Agreement, or required by law, may be made in written, paper or electronic form, including, but not limited to, an email form or via an appropriate contact form on LiveSession’s website. All notices and communications shall be made to the addresses and contact details provided by the Parties in the Subscription Form. Notices will be considered to have been given (a) a next working day after their delivery, in case of electronic and email communication, and (b) at the time of their actual receipt. Either Party may change its address for notices by duly made notification to the other Party. For the purpose of this section, a working day means any day from Monday to Friday with an exclusion of bank or state holidays under the law governing the SaaS Agreement.