Customer is hereby granted during the term of the customer services agreement a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to (a) access and use the LivePerson hosted services (the “Hosted Services”) and any software provided by LivePerson to access those Hosted Services, including LivePerson APIs solely for purposes of (as applicable) communicating with, engaging with and delivering offers to, visitors to Customer’s website and/or mobile applications(s). 

Intellectual Property. Customer acknowledges and agrees that LivePerson shall retain all rights to the Hosted Services and software including without limitation any materials or code provided as part of any professional services, technologies, information, trade secrets, know how, intellectual property, information and data generated by LivePerson or LivePerson’s systems, whether pre-existing, or created after the provision of these terms to Customer (the “Customer Services Agreement”) including any modifications, enhancements and derivatives thereof (including, without limitation, metrics, data and information generated by the Hosted Services and software) (collectively, “LivePerson’s Intellectual Property”). Customer shall retain all rights to the intellectual property provided by Customer, including all of its rights to its technologies, trade secrets, know how, and other intellectual property created by Customer, including without limitation any modifications, enhancements and derivatives thereof (but specifically excluding any of LivePerson’s Intellectual Property). No implied licenses are granted herein.  

Transcripts. Customer has the ability to access conversation transcripts generated by the Hosted Services hereunder for up to thirteen (13) months after the chat occurs (the “Storage Period”). Customer may request that such transcripts be exported in a readable JSON or comparable format during the Storage Period and provided to Customer for an additional fee. 

Limitations. Customer agree that it will not (i) modify, copy, decompile, disassemble or reverse engineer, or cause any other party to modify, copy, decompile, disassemble or reverse engineer, LivePerson’s software, technology, and/or other services (ii) sublicense any of LivePerson’s intellectual property to third parties or sell, resell, rent, sublicense or lease the Hosted Services to third parties, (iii) use the Hosted Services to store or transmit malicious code, (iv) interfere with or disrupt the integrity or performance of the Hosted Services, LivePerson operations or third-party data contained therein either directly or using third party technology, (v) attempt to gain unauthorized access to the Hosted Services or their related systems or networks; (vi) alter, copy, move or delete any tags or code placed as part of the Hosted Services except upon termination of the Customer Services Agreement; (vii) place tags on website pages not pre-approved by LivePerson in writing; (viii) misappropriate any of LivePerson’s software, technology and/or other services or use the Hosted Services or enable a third party to create competing products or services; or (ix) otherwise violate the license grant or restrictions set forth in the Customer Services Agreement.

Confidentiality. Customer will maintain the confidentiality of all information of a proprietary and confidential nature relating to the Hosted Services. Customer acknowledges and agrees that LivePerson and Customer may share information pertaining to the use of the Hosted Services by Customer and LivePerson may have access to Customer’s end-user data. 

Notification regarding Data Privacy. Customer shall (i) as required by applicable law or regulation, provide notice to its visitors, employees and agents regarding how data will be used and shared with LivePerson and its downstream processors; (ii)  obtain and maintain valid consent for LivePerson to processes Customer’s visitor, employees, agents and contractors’ data as required for use of LivePerson’s technology (including without limitation with LivePerson’s monitoring features, cookies, pixel tags, and cookies or similar technologies in the Hosted Services to enable LivePerson to compile metrics and analytics to improve the Hosted Services), in Customer’s privacy policy and as otherwise required; (iii) use the Hosted Services in compliance with applicable law and regulation; and (iv) if Customer elects to use SMS, comply with regional consumer consent and opt-in and opt-out requirements applicable to Customer’s business use of SMS or other messaging functionality, comply with all requirements related to use of SMS or other messaging functionality, including, but not limited to, obtaining and maintaining valid consumer consent to send and receive messages. 

User Activity Monitoring. Customer agrees that the Hosted Services includes monitoring of user activity and generates system data based on such activity, and understands that LivePerson shall share Customer’s visitors’ data with subcontractors performing services for LivePerson who are bound by confidentiality terms. Customer acknowledges that LivePerson may use third-party service providers who are authorized to place cookies, pixel tags, or similar technologies in the Hosted Services with LivePerson’s permission to enable LivePerson to compile metrics and analytics to help improve the Services.  It is understood that non-personally identifiable data, transcripts and information generated by LivePerson’s systems may be used by LivePerson for troubleshooting, optimization and tuning, system improvements, customer support and reporting. LivePerson shall be permitted to process each Customer’s visitor data for the following purposes: (a) to provide the Hosted Services; (b) to operate, maintain, enhance and support such Hosted Services (and related services) and the infrastructure used to provide the Hosted Services; and (c) to respond to customer support requests. 

Disclaimer. In no event shall either party be liable for any indirect, incidental, consequential or punitive damages, or for any damages for lost profits, loss of use, loss of business, loss of revenue, or loss of data, arising out of or in relation to this agreement or the hosted services. Neither party shall be liable for any acts or omissions of third parties not under its control. Liveperson shall not be liable for any third party services, code, technology, applications, policies, procedures, or products. In no event shall either party be liable for any cause or claim whatsoever arising out of or related to this agreement in excess of the amounts Liveperson has been paid hereunder during the twelve (12) month period immediately preceding the date on which the cause of action arose. In the event that applicable law does not allow the limitation of liability as set forth above, this limitation will be deemed modified solely to the extent necessary to comply with applicable law.  The foregoing limitations and exclusions will apply regardless of whether the cause of action arises in contract, in tort or otherwise and notwithstanding the failure of the essential purpose of any remedy or negligence. 

Compliance with Hosted Services. Customer acknowledges and agrees that the Data Protection Agreement found at https://www.liveperson.com/policies/data-protection-agreement (the “DPA”) will govern the relationship formed hereby and in the event of any conflict between such DPA and Customer Services Agreement, such DPA will govern. Customer authorizes LivePerson to enter into data protection agreements with downstream processors on Customer’s behalf.  
 
Third Party Offerings. From time to time, plug in or add-on third party services or applications that integrate or interoperate with Hosted Services (“Third Party Offerings”) may become available.  By using a Third Party Offering, Customer authorizes sharing data with third-party providers that enable the integration and acknowledges that Customer’s agreement with the third-party provider governs the Third Party Offering including de(activation), and the third party’s use of Customer’s Confidential Information.