USER AGREEMENT

This Site is intended for users who are at least 18 years old and of legal age to enter into a binding contract. If you are between 13 and 17 years old, you may only use the Site through an account owned by a parent or legal guardian with their proper consent. Users under the age of 13 are not allowed to use the Site or LIVAO's services.

The Site is accessible only to users who are not subject to economic sanctions or trade restrictions imposed by the United States, European Union, or any other relevant jurisdiction.

By accessing or using the Site, you confirm that you meet all the eligibility requirements stated above. If you do not meet these requirements, you are not permitted to access or use the Site.

1. DEFINITIONS

User: Individuals who register at LIVAO are referred to as “Users,” while those who have not registered are considered Site Visitors.

Guest: A User on Livao is any individual who accesses the platform to participate in paid video sessions, interact with content, and engage with Hosts for learning, inspiration, or personal growth. Users may explore various topics and experiences provided by Hosts and can join sessions based on their interests.

Host: A Host on Livao is an individual who creates, schedules, and leads Experience Sessions on the platform. Hosts are experts, professionals, or enthusiasts who share their knowledge, skills, or experiences with Users, providing valuable insights, guidance, and interactive content. Hosts have the ability to set their session fees, manage their schedules, and build a following within the Livao community.

Experience: An Experience on Livao refers to a paid video service or event hosted by a Host, where they share their expertise, insights, or personal stories with Users. Each Experience is tailored to provide value through knowledge-sharing, interactive discussions, guidance, or entertainment. The content of an Experience can range from educational lessons and professional advice to personal anecdotes and skill demonstrations, offering Users a unique and engaging opportunity to learn, grow, and connect.

Experience Session: An Experience Session on Livao is a scheduled instance of an Experience offered by a Host at a specific time.

Experience Service: An Experience Service on Livao refers to the overall offering provided by a Host that encompasses various Experience Sessions.

Experience Service Fee: The Experience Service Fee on Livao is the cost set by the Host for Users to participate in an Experience Session. This fee is charged to the User for access to the live, interactive video session where the Host provides valuable content, insights, or guidance. The Experience Service Fee may vary based on the type, duration, and depth of the Experience offered, and it serves as the Host's and LIVAO’s compensation for their expertise and time.

Intellectual Property Rights: Intellectual Property Rights encompass all rights related to patents, copyrights, mask works, moral rights, rights of publicity, trademarks, trade dress, service marks, goodwill, trade secrets, and any other intellectual property rights that currently exist or may arise in the future. This includes all related applications, registrations, renewals, and extensions, as applicable under the laws of any state, country, territory, or other jurisdiction.

Payment Method: Payment Method means a valid credit card issued by a bank acceptable to LIVAO, a PayPal or Stripe account, a debit card, or such other method of payment as LIVAO may accept from time to time at our sole discretion.

User Content: User Content refers to any comments, feedback, data, text, images, photographs, video, music, or other content or information that you, or any Site Visitor or User or Host, post on any part of the Site or submit to LIVAO. This also includes content or information generated through the use of generative AI tools or as a result of inquiries.

Work Product: Work Product means any tangible or intangible results or deliverables that Host agrees to create for, or actually delivers to User as a result of performing the Experience Services.

2. LIVAO ACCOUNTS

2.1 REGISTRATION

To access and use specific parts of our Services, you are required to register for an account (“Account”). Individuals who register for our Services are referred to as Users, while those who have not registered are considered Site Visitors.

LIVAO reserves the right to refuse registration to join LIVAO or create an Account of any type for any legitimate reason, including factors such as supply and demand, data maintenance costs, or other business considerations.

2.2 ACCOUNT PROFILE

To create an Account and use our Services, you must complete a User profile (“Profile”), which you consent to be visible to other Users and, unless adjusted through your privacy settings, to the public. You agree to provide accurate and complete information in your Profile, as well as in any registration or other forms you complete while using our Services or submit to us. Additionally, you agree to keep this information up to date. You must not provide any false or misleading information regarding your identity, location, business, the beneficial owner(s) of your business, your skills, or the services your business offers, and you agree to correct any information that becomes false or misleading. We reserve the right to suspend or terminate an Account, or access to our Services, for anyone who provides false, inaccurate, or incomplete information when creating, marketing, or maintaining a Profile or Account.

2.3 IDENTITY AND LOCATION VERIFICATION

When you register for an Account and periodically afterward, your Account may be subject to verification. This process may include, but is not limited to, checks against third-party databases or the verification of official government or legal documents to confirm your identity, location, and authority to act on behalf of your business on LIVAO. You authorize LIVAO, either directly or through third parties, toconduct any necessary inquiries to validate your identity, location, and confirm ownership of your business, email address, or financial accounts, in accordance with applicable law. When requested, you must promptly provide complete information about yourself and your business, including official government or legal documents, and comply with other reasonable verification requests. Some Account features may be temporarily restricted during the verification process, but they will be restored upon successful completion.

2.4 USERNAMES AND PASSWORDS

Each individual who uses our Services must register for their own Account with a unique username and password. You are responsible for protecting and keeping your username and password confidential and agree not to share them with anyone. You are also responsible for any activity conducted on our Services using your username and password. You agree to inform us immediately if you suspect or become aware of any unauthorized use of your Account or unauthorized access to your password. Additionally, you agree not to use another User's Account or log in with someone else's username and password.

3. PURPOSE OF LIVAO

The LIVAO platform serves as a marketplace where Hosts and Guests can connect, purchase, and sell Paid Video Services online. In accordance with the Terms of Service, LIVAO offers these Services to Users, which include hosting and maintaining the LIVAO platform, facilitating the creation of Experience Sessions, and assisting in the resolution of any disputes that may occur in relation to the services provided. When a User engages a Host, they agree to use the platform exclusively to process any payments owed under the Experience Agreement.

3.1 RELATIONSHIP WITH LIVAO

LIVAO provides a platform that allows Users to connect, establish service relationships and agreements, deliver and receive Experience Services, and manage payments through third party payment systems. LIVAO does not perform or employ individuals to perform Experience Services. You acknowledge and agree that LIVAO does not supervise, direct, control, or monitor Users in fulfilling their contractual obligations and that: (a) LIVAO is not responsible for ensuring the accuracy or legality of any User Content, which remains the responsibility of the Users; (b) LIVAO is not liable for the offering, execution, or procurement of Experience Services; (c) LIVAO makes no guarantees or representations regarding the quality or reliability of any User’s offered services; and (d) no employment, agency, or joint venture relationship is created between LIVAO and any User providing services. Although LIVAO may display badges on Experience or Host profiles, these badges do not guarantee the quality, skill, or commitment of the Host or Experience to complete an Experience Session.

You also acknowledge and agree that Users, not LIVAO, are solely responsible for (a) evaluating and determining the suitability of any Host or Experience; (b) assessing whether to engage in an Experience Session with another User and verifying any relevant information about them, including Composite Information; and (c) deciding whether to proceed with an Experience Session on LIVAO. All Experience Sessions are conducted directly between Users, and LIVAO is not a party to those contracts.

As part of our ongoing efforts to enhance our Services, we may test or temporarily provide certain features and beta tools for your use. Such tools will typically be identified on the Site or in related user forums with explanations of how they function, but we do not guarantee the availability of any specific tools or features at any time.

3.2 TAXES AND BENEFITS

The Host acknowledges and agrees that they are solely responsible for: (a) all tax liabilities related to payments received for Experience Services provided through LIVAO; (b) obtaining any required or legally mandated insurance, such as liability, health, workers’ compensation, disability, or unemployment insurance, as the Host is not covered by or eligible for any insurance from LIVAO; (c) determining and complying with applicable laws and regulations regarding invoicing, reporting, and the collection or remittance of any relevant taxes or fees; and (d) if operating outside the United States, determining if LIVAO is legally required to withhold any portion of the Service Fees, notifying LIVAO of any such obligation, and indemnifying LIVAO for any amounts withheld (including penalties and interest) that must be paid to the appropriate authorities. The Host is responsible for paying all taxes related to any Service Agreement conducted on the Platform and under this Agreement, without offsetting or deducting these taxes from the fees owed to LIVAO.

If LIVAO is subject to an audit, the Host agrees to cooperate promptly and provide any requested tax returns and related documents to demonstrate that the Host is conducting an independent business as represented to LIVAO.

3.3 MARKETPLACE FEEDBACK AND USER CONTENT

You acknowledge and agree that Users submit and request LIVAO to publish information on their behalf on the Site, such as feedback, composite feedback, or geographical location. This information is based on data voluntarily provided by Users or Hosts and does not represent an introduction, endorsement, or recommendation by LIVAO. You agree that LIVAO is not responsible for verifying such information and provides it solely for the convenience of Users. However, submitting false or misleading information is a violation of this Agreement and may result in the suspension of your access to the Site Services.

You understand and agree that User feedback is beneficial to the marketplace and its participants, and you specifically request and agree that LIVAO may share individual and composite feedback (including ratings and other content) about Users, including yourself, with other Users. LIVAO is not responsible for monitoring, influencing, contributing to, or censoring these opinions. You agree to inform LIVAO of any errors or inaccuracies in your feedback, including Composite Information, and agree that if you do not, LIVAO may rely on the presumed accuracy of such information. LIVAO’s feedback system allows Users to publicly share their experiences and opinions of other Users, and you acknowledge that any posted composite or compiled feedback and Composite Information pertains solely to the business advertised in the Profile, not to any individual person. You agree not to use Composite Information for making employment, credit, credit evaluation, underwriting, or any similar decisions regarding other Users.

While using the Services, you may come across content or information that could be inaccurate, incomplete, delayed, misleading, illegal, offensive, or otherwise harmful. LIVAO does not typically review or monitor User Content, and you agree that we are not responsible for such content. We cannot guarantee the prevention of misuse of our Services, and you agree that we are not liable for any suchmisuse. LIVAO reserves the right (but has no obligation) to remove any feedback or information that it deems to violate the Terms of Service, harm the marketplace, undermine the integrity of the feedback system, or conflict with the business interests of LIVAO.

4. CONTRACTUAL RELATIONSHIP BETWEEN HOST AND GUEST

4.1 Experience Session Booking as a Contractual Agreement

By booking an Experience session on Livao, Guests acknowledge and agree that such booking constitutes a binding contractual agreement between the Guest and the Host providing the Experience. This contract obligates the Guest to participate in the Experience and the Host to deliver the Experience as described at the time of booking, including any terms or conditions specified in the Experience description.

LIVAO acts solely as an intermediary facilitating the connection between Hosts and Guests and is not a party to any contractual agreement resulting from an Experience booking. Both the Guest and the Host are responsible for fulfilling their obligations under the contract, including payment, service delivery, and compliance with any applicable terms.

Guests and Hosts agree that by confirming a booking, they accept the terms associated with the Experience, and LIVAO shall not be held liable for any aspect of the contract, including disputes, cancellations, or failures to meet obligations. Any additional agreements entered into between the Guest and the Host must not conflict with LIVAO’s Terms of Service or expand or limit LIVAO’s responsibilities as outlined in its policies.

4.2 Guest Cancellation Policy

Guests may cancel a booked Experience Session up to 24 hours before the scheduled start time of the session. If a cancellation is made within this time frame, the Guest will be eligible for a full refund of the payment made for the session.

Cancellations made less than 24 hours before the scheduled start time are non-refundable, and the full payment for the session will be retained. Guests acknowledge and agree that the timing of the cancellation is determined based on the session’s scheduled start time in the Host’s local time zone.

Refunds for eligible cancellations will be processed through the third-party payment processor, and the timing of the refund may vary based on the processor’s policies. LIVAO is not responsible for any delays in refund processing by the third-party payment processor.

4.3 Host Cancellation Policy

Hosts may cancel a scheduled Experience Session at any time before the session's start time. In the event of a cancellation by the Host, the Host is required to issue a full refund of the Guest's payment. This refund will be processed through the third-party payment processor, and the timing of the refund may vary depending on the processor's policies.

Hosts acknowledge and agree that frequent cancellations may negatively impact their reputation on the Livao platform and may result in penalties, including but not limited to suspension or termination of their account, at Livao's sole discretion.

LIVAO is not responsible for managing or processing refunds for cancellations initiated by the Host but reserves the right to take appropriate action to maintain the integrity and trustworthiness of the platform.

4.4 Host Absence Policy

If a Host is absent or fails to attend a scheduled and booked Experience Session without prior cancellation, the Host is required to issue a full refund of the Guest's payment. This refund will be processed through the third-party payment processor, and the timing of the refund may vary based on the processor's policies.

Hosts acknowledge and agree that unexcused absences may negatively impact their reputation on the Livao platform. Repeated absences or failure to fulfill scheduled Experience Sessions may result in penalties, including but not limited to temporary suspension or permanent termination of their account, at Livao’s sole discretion.

LIVAO is not a party to the refund process for Host absences but reserves the right to intervene in disputes or take corrective actions to maintain the quality and reliability of the platform’s services.

4.5 Payment and Refund Terms

Hosts and Guests acknowledge and agree that payment for any Experience session booked on Livao will be held by a third-party payment processor until seven (7) days after the session has concluded. During this seven-day period following the end of the Experience session, the Host has the option to issue a full or partial refund to the Guest at their discretion.

LIVAO acts solely as an intermediary facilitating the transaction between the Guest and Host and is not a party to the payment or refund process. LIVAO is not responsible for issuing refunds or managing the refund process and holds no liability for any decisions or actions related to refunds. All refund requests or disputes must be addressed directly between the Host and the Guest within the seven-day period after the session ends.

By using the Services, Guests and Hosts agree to these payment and refund terms and acknowledge that any financial transactions are governed by the terms and policies of the payment provider or platform used for processing payments.

4.6 Payment Release Terms

Payments for Experience Sessions will be held by a third-party payment processor for seven (7) days after the completion of the Experience Session.After the seven-day period and the total payment is more than or equal to $50, the Host may choose to transfer the full or partial payment to their designated banking account through the third-party payment processor’s system.

LIVAO is not responsible for managing or processing the transfer of funds from the third-party payment processor to the Host’s banking account. By using the Services, Hosts acknowledge and agree to these payment terms and recognize that all transactions are governed by the third-party payment processor’s policies and procedures.

4.7 Disputes Among Users

For disputes arising between Hosts and Guests, you agree to pursue your dispute independently, but you acknowledge and agree that LIVAO will not and is not obligated to provide any further dispute resolution assistance.

If Guest or Host seeks an order from an arbitrator or court that might direct LIVAO, or our Affiliates to take or refrain from taking any action with respect to the Payment hold in third-party payment processor, that party will (a) give us at least five (5) business days’ prior notice of the hearing on the order; (b) include in any such order a provision that, as a precondition to any obligation affecting LIVAO, we be paid in full for any amounts to which we would otherwise be entitled; and (c) include in any such order a provision that, as a precondition to any obligation affecting LIVAO, LIVAO should be paid for the reasonable value of the services the order obligates us to undertake.

4.8 Confidential Information Terms Between Guests and Hosts

During the course of an Experience Session, Hosts and Guests may share confidential information, which includes but is not limited to personal, professional, financial, or proprietary information disclosed verbally, visually, or in writing (“Confidential Information”). Both Hosts and Guests agree to treat such Confidential Information with the utmost care and not to disclose it to any third party without the prior written consent of the disclosing party.

By participating in an Experience Session, Hosts and Guests agree to the following terms regarding Confidential Information:

1. Use of Confidential Information:

Confidential Information disclosed during an Experience Session may only be used for the intended purpose of the session and shall not be used for any other purpose, including personal gain or competitive advantage.

2. Non-Disclosure Obligation:

The receiving party agrees not to disclose, publish, or share any Confidential Information obtained during an Experience Session with any third party without the explicit consent of the disclosing party, except as required by law.

3. Exclusions from Confidentiality:

The obligations of confidentiality do not apply to information that:

a) is or becomes publicly available through no fault of the receiving party;

b) was already known to the receiving party before disclosure;

c) is independently developed by the receiving party without reference to the disclosed Confidential Information; or

d) is required to be disclosed by law or court order, provided that the receiving party gives prompt notice to the disclosing party and cooperates in seeking a protective order or other appropriate remedy.

4. Responsibility and Liability:

Both Hosts and Guests are solely responsible for any confidential information they choose to disclose during an Experience Session. LIVAO does not guarantee the confidentiality of information shared between Hosts and Guests and is not liable for any breach of confidentiality between the parties.

5. Survival of Obligations:

The obligations regarding Confidential Information shall survive the conclusion of the Experience Session and remain binding for a period of two (2) years following the session, unless otherwise agreed in writing by the disclosing party.

By using the platform, both Hosts and Guests acknowledge and agree to these terms and understand that maintaining confidentiality is critical to fostering trust and professionalism within the LIVAO community.

5. LIVAO SERVICE FEE

LIVAO charges a LIVAO Service Fee to Hosts for each Experience Service provided through the platform. The Service Fee is 25% of the Experience Service Fee set by the Host, plus an additional flat fee of $0.30 per transaction.

By using LIVAO to provide Experience Services, the Host agrees to the following terms regarding the Service Fee:

1. Fee Deduction:

The Service Fee will be automatically deducted from the Experience Service Fee at the time of payout processing. The remaining balance will be eligible to be transferred to the Host’s designated account through the third-party payment processor after applicable hold periods.

2. Non-Refundable Fee:

The Service Fee is non-refundable, even in the event of a cancellation, refund, or dispute between the Host and Guest, unless otherwise determined by LIVAO in its sole discretion.

3. Responsibility for Taxes:

The Service Fee does not include any applicable taxes, including but not limited to VAT, GST, or other similar taxes. Hosts are responsible for any such taxes associated with the Experience Service Fee or the Service Fee.

4. Fee Changes:

LIVAO reserves the right to modify the Service Fee percentage or flat rate at any time, with reasonable prior notice to Hosts. Continued use of the platform after such notice constitutes acceptance of the revised Service Fee terms.

5. Authorization:

By providing Experience Services on LIVAO, the Host authorizes LIVAO to deduct the Service Fee from the Experience Service Fee before funds are released to the Host and agrees that LIVAO is not liable for any disputes arising from this deduction.

These Service Fee terms are part of the agreement between LIVAO and the Host and are binding upon the Host’s use of the platform to offer Experience Services.

6. NON-CIRCUMVENTION TERMS

By using LIVAO’s platform, both Hosts and Guests agree to the following non-circumvention terms:

1. Exclusive Use of LIVAO:

Hosts and Guests agree to conduct all current and future Experience Sessions that result from connections made on the LIVAO platform exclusively through LIVAO. This includes booking, communication, and payment for Experience Services.

2. Prohibition of External Arrangements:

Hosts and Guests shall not bypass LIVAO by entering into separate agreements, using alternative platforms, or other communication or payment methods to conduct Experience Sessions outside of LIVAO, regardless of whether such arrangements occur during or after the initial connection on LIVAO.

3. Duration of Obligation:

This obligation remains in effect for a period of one (1) year following the last interaction or Experience Session facilitated through LIVAO between the Host and Guest.

4. Breach of Terms:

Any attempt to circumvent LIVAO by arranging Experience Sessions outside of the platform may result in penalties, including but not limited to suspension or termination of the Host’s or Guest’s account, and legal action to recover damages or Service Fees owed to LIVAO.

5. Reporting Violations:

Users agree to promptly report to LIVAO any attempts or requests to circumvent the platform, including offers or suggestions to book or pay for Experience Sessions outside of LIVAO.

6. LIVAO’s Rights:

LIVAO reserves the right to investigate and enforce these non-circumvention terms to protect the integrity of the platform and its business interests.

By using the LIVAO platform, both Hosts and Guests acknowledge and agree to these non-circumvention terms as a condition of their participation in the platform.

7. RECORDS OF COMPLIANCE

You are solely responsible for creating, storing, and backing up your business records. You acknowledge and agree that LIVAO is not obligated to store, maintain, or provide you with a copy of any content or information you submit, except as required by applicable law.

8. WARRANTY DISCLAIMER

LIVAO and its affiliates make no guarantees or representations regarding the Services, including their uninterrupted availability or freedom from errors. The Services (including all content and information) are provided on an “as is” and “as available” basis. To the fullest extent permitted by applicable law, LIVAO and its affiliates disclaim all implied or statutory warranties, including, but not limited to, implied warranties of title, data accuracy, non-infringement, merchantability, and fitness for a particular purpose.

9. LIMITATION OF LIABILITY

LIVAO shall not be held liable, and you agree not to hold LIVAO responsible, for any damages or losses arising from or related to the Terms of Service, including but not limited to:

(i) your use of or inability to use the Site or Site Services;

(ii) delays, interruptions, or disruptions to the Site or Site Services;

(iii) viruses or malicious software encountered through accessing or linking to the Site or Site Services;

(iv) glitches, bugs, errors, or inaccuracies of any kind on the Site or Site Services;

(v) damage to your hardware resulting from the use of the Site or Site Services;

(vi) the actions, inactions, or content of third parties using the Site or Site Services;

(vii) any suspension or action taken against your Account;

(viii) reliance on the quality, accuracy, or reliability of Experience postings, Profiles, ratings, recommendations, feedback, Composite Information, or metrics provided on or through the Site; and

(ix) any need to adjust practices, content, or behavior, or any loss or inability to conduct business resulting from changes to the Terms of Service.

This limitation of liability is intended to the fullest extent permitted by applicable law.

In addition, LIVAO, its affiliates, licensors, and third-party service providers will not be liable for any special, consequential, incidental, punitive, exemplary, or indirect costs or damages. This includes, but is not limited to, litigation expenses, installation and removal costs, or losses related to data, production, profit, or business opportunities.

The total liability of LIVAO, its affiliates, licensors, and third-party service providers to any User for any claim arising out of or related to this Agreement or the Terms of Service is limited to the lesser of:

(a) $1,000, or

(b) the total fees retained by LIVAO for Experience Sessions involving the User as a Host or Guest during the six-month period immediately prior to the date the claim arose.

These limitations apply to all liabilities, regardless of the type of claim, including those arising from contract, tort (including negligence), strict liability, or any other legal theory, even if LIVAO has been advised of the possibility of such damages, and even if the remedies provided herein fail their essential purpose.

Certain jurisdictions may not permit some or all of these exclusions and limitations. In such cases, the above exclusions and limitations will apply to the maximum extent permitted by applicable law.

10. RELEASE

Recognizing that LIVAO is not a party to any agreement between Users, you hereby release LIVAO, its affiliates, and their respective officers, directors, agents, subsidiaries, joint ventures, employees, and service providers from any and all claims, demands, and damages (both actual and consequential) of any kind, whether known or unknown, arising out of or connected in any way to disputes with another User. This includes, without limitation, disputes related to the performance, functionality, or quality of the Experience Services provided by a Host to a Guest, as well as any refund requests stemming from such disputes. This release applies to any disputes existing as of the date you agree to these Terms.

11. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless LIVAO, along with its directors, officers, employees, representatives, and agents (collectively, the 'Indemnified Parties'), from any and all Indemnified Claims (as defined below) and Indemnified Liabilities (as defined below) arising from or related to:

(a) your or your agents’ use of the Services, including any payment obligations or defaults incurred through the use of the Services;

(b) any Work Product or User Content associated with your use of the Services;

(c) any Experience Session you or your agents participate in, including, but not limited to, issues related to the classification of an Experience as an independent contractor or any employment-related claims;

(d) your or your agents’ failure to comply with the Terms of Service;

(e) your or your agents’ failure to comply with applicable laws;

(f) any negligence, willful misconduct, or fraud committed by you or your agents; and

(g) your or your agents’ violation of any third-party rights, including, without limitation, rights of privacy, publicity, or intellectual property.

For the purposes of this section, 'your agents' include anyone who is granted or demonstrates apparent authority to access or use your account, such as through the use of your username and password.

Definitions:

- Indemnified Claim: Any and all claims, damages, liabilities, costs, losses, and expenses (including attorneys’ fees) arising out of or related to any claim, suit, proceeding, demand, or action brought by you, a third party, or another User against an Indemnified Party.

- Indemnified Liability: Any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and related costs and expenses) arising out of or related to any claim, suit, proceeding, demand, or action brought by an Indemnified Party against you, a third party, or another User.

This indemnification obligation remains in effect even after the termination of your use of the Services.

12. TERMINATION OF AGREEMENT

1. Termination by LIVAO

LIVAO reserves the right to terminate this Agreement or suspend your access to the Services, including your Account, at any time, with or without cause, by providing written notice to you. Grounds for termination may include, but are not limited to:

(a) your breach of any terms or conditions of this Agreement or the Terms of Service;

(b) providing false or misleading information;

(c) engaging in activities that may create legal liability, harm the integrity of the platform, or involve fraudulent, illicit, or illegal actions; or

(d) any other reason LIVAO deems appropriate in its sole discretion.

2. Termination by User

You may terminate this Agreement at any time by providing written notice to LIVAO at legal@livao.com and ceasing to use the Services. Upon proper termination, your right to access the Services will immediately cease, and your Account will be closed.

3. Effect of Termination

Upon termination of this Agreement:

(a) Your right to access and use the Services will immediately cease;

(b) Any outstanding obligations under the Terms of Service, including payment obligations, will survive termination until fully satisfied;

(c) LIVAO will facilitate the completion of any open transactions between you and other Users if necessary, and you remain responsible for fulfilling your obligations to those Users; and

(d) LIVAO may retain any data or content associated with your Account as required by law or for legitimate business purposes, in accordance with our Privacy Policy.

4. Refunds and Payments Upon Termination

If you have any outstanding fees owed to LIVAO or other Users, these must be paid upon termination. Refunds, if applicable, will be handled in accordance with LIVAO’s refund policies and are subject to the terms outlined in the Terms of Service.

5. No Reinstatement

If your Account is terminated or suspended by LIVAO for any reason, you may not create a new Account or attempt to access the Services under a different Account without prior written consent from LIVAO.

6. Survival of Terms

The following provisions will survive termination of this Agreement: Indemnification, Limitation of Liability, Dispute Resolution, Confidentiality, and any other provisions that by their nature are intended to survive termination.

7. Notification of Termination

Notice of termination will be provided electronically to the email address associated with your Account or via another reasonable method of communication.

13. DISPUTE RESOLUTION AND ARBITRATION AGREEMENT

1. Agreement to Arbitrate

By using LIVAO's Services, you agree that any disputes or claims arising out of or relating to this Agreement, your use of the Services, or your relationship with LIVAO (collectively, 'Disputes') will be resolved exclusively through binding arbitration, rather than in court, except as otherwise stated in this agreement. This includes claims that arose before you accepted these Terms.

2. Arbitration Process

The arbitration will be administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules (or any applicable rules based on your jurisdiction). The arbitration will be conducted in English and held at a mutually agreed-upon location, or, if no agreement is reached, virtually.

Filing a Claim: To initiate arbitration, you must send a written notice to legal@livao.com detailing the nature of your claim, the relief sought, and supporting evidence.

Arbitrator’s Authority: The arbitrator will have the authority to resolve all disputes and grant any relief that a court could provide. The arbitrator's decision will be final and binding, and judgment on the award may be entered in any court with jurisdiction.

3. Exceptions to Arbitration

Notwithstanding the foregoing, either party may seek temporary injunctive relief or other equitable remedies in a court of competent jurisdiction to prevent immediate harm. Additionally, claims related to intellectual property rights or alleged violations of LIVAO’s Terms of Service may be resolved in court.

4. Class Action Waiver

You and LIVAO agree that any Disputes will be resolved on an individual basis and not as part of a class, collective, consolidated, or representative action. The arbitrator may not consolidate claims from more than one person or otherwise preside over any form of a class or representative proceeding.

5. Governing Law

This agreement and any Disputes will be governed by the laws of the jurisdiction where LIVAO is incorporated, without regard to its conflict of laws principles.

6. Informal Dispute Resolution

Before initiating arbitration, you agree to attempt to resolve the Dispute informally by contacting LIVAO at legal@livao.com and providing a description of the issue. Both parties agree to make good faith efforts to resolve the Dispute within thirty (30) days of receiving notice. If the Dispute cannot be resolved informally, arbitration may proceed.

7. Severability

If any provision of this arbitration agreement is found to be unenforceable, the remaining provisions will remain in full force and effect, except that if the class action waiver is deemed unenforceable, the entire arbitration agreement will be null and void.

8. Opt-Out

You may opt out of this arbitration agreement within thirty (30) days of accepting this Agreement by providing written notice to legal@livao.com. If you opt out, neither you nor LIVAO will be bound to arbitrate disputes, but all other terms of this Agreement will remain in effect.

9. Survival

This arbitration agreement will survive the termination of your relationship with LIVAO and any termination of this Agreement.

14. GENERAL TERMS

1. Entire Agreement

This Agreement, along with the Terms of Service, represents the entire agreement between you and LIVAO regarding the Services and supersedes all prior agreements related to the Services.

2. Modifications and Waiver*

LIVAO may amend this Agreement or the Terms of Service by posting updated terms on the Site. Substantial changes, such as fee increases, will include advance notice of at least 10 days. Continued use of the Services after such notice constitutes acceptance of the changes. LIVAO's failure to act on any breach does not waive the right to address future breaches.

3. Assignability

You may not assign this Agreement or your rights under it without LIVAO's written consent. Assignments after business acquisitions require prior notice to LIVAO, including specific information about the change in ownership. Unauthorized assignments are invalid.

4. Severability

If any provision is deemed unenforceable, it will be modified to achieve its intent to the fullest extent permitted by law. The remaining terms will remain in effect.

5. Force Majeure

Neither party is responsible for delays or failures caused by events beyond their control, such as natural disasters, government actions, pandemics, or technological failures.

6. Governing Language

The English version of this Agreement prevails in case of discrepancies with translated versions.

7. International Access

The Site is operated from the United States and may not be suitable or compliant for use in all jurisdictions. Users accessing the Site from outside the U.S. are responsible for complying with local laws and regulations, including export controls and sanctions.

8. Electronic Records

You consent to receive communications, notices, and agreements from LIVAO electronically, rather than in paper form.