- General; Acceptance.
In subscribing to the Live Video Shopping, you agree to be bound by these terms and conditions of service (the “Terms of Service”). The DailyLive platform, products, software, and applications are collectively referred to as “Service” in these Terms of Service, forming an integral part of a subscription form and agreement between you and DailyLive BOOTIKEXPRESS LTD).
- License and Use of Service.
You are hereby granted a license to use the Service in accordance with, and subject to, the terms of the Service herein, during the term of the LTD. The Service, including trademarks, service marks and logos (“Marks”), and all software, technology, algorithms, data, and related proprietary rights, pertaining to or in any way derived from, the Service, are all owned by or licensed to DailyLive, and/or subject to copyright and other intellectual property rights under law. By using the Service, you are granted a non-exclusive, revocable, and limited license to use the DailyLive trademark, logos and related marks (“DailyLive Marks”) solely as used within and as part of the Service. If you are contributing content on the Service, you hereby grant a license to DailyLive, and any subscriber to your content on the Service, to use, consume, and distribute your content for any purpose, including the commercial purpose of selling, promoting and/or advertising products and services. You affirm that you have the necessary licenses, rights, consents, and permissions to any of the content that you and any of your ambassadors (and other affiliates) may publish to the Service on your behalf (“Content”). You also affirm that you shall abide by the terms and conditions set forth by any and all sources from which you may import, discover and share content when using the Service, including YouTube, Vimeo, Facebook and others.
DailyLive certifies compliance with the General Data Protection Regulation 2016/679 (“GDPR”) with respect to consent for the placement of any DailyLive cookies on the DailyLive website. DailyLive places cookies on the Service, as such may form part of your website, in order to provide the Service. In such case, you agree to provide notice on your website to your consumers about the placement of cookies, and obtain their consent, in accordance with the requirements of GDPR.
- Warranty Disclaimer.
You agree that your use of the Service is at your sole risk. DailyLive makes no warranties or representations in connection therewith, and does not endorse any Content submitted to the Service (including but not limited to any opinion, recommendation, or advice expressed therein). DailyLive expressly disclaims any and all liability in connection with Content. With the exception of the credits afforded by the Service Level Agreement (see below), in no event shall DailyLive, its officers, directors, employees, or agents, be liable to you for any direct, indirect, incidental, special, punitive, or consequential damages whatsoever resulting from your use of the Content and/or Service.
- Limitation of Liability,
Indemnity IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INDIRECT, EXEMPLARY, PUNITIVE, OR INCIDENTAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOSS OF REVENUE OR LOSS OF BUSINESS, HOWEVER ARISING, EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Each party (“Indemnitor”) shall defend, indemnify and hold the other party (“Indemnitee”) harmless against all allegations, claims, actions, causes of action, lawsuits, damages, liabilities, obligations, costs and expenses (including without limitation reasonable attorneys’ fees, costs related to in-house counsel time, court costs and witness fees) (collectively “Losses”) attributable to or related to: (i) the Indemnitor’s breach of this Agreement; (ii) the Indemnitor’s violation of applicable law, rule, regulation or order; (iii) the Indemnitor’s technology, methodology, service or products; and (iv) the Indemnitor’s violation of its confidentiality obligations (collectively, a “Claim”). Should any Claim give rise to a duty of indemnification under the provisions of this Agreement, then the Indemnitee shall promptly notify the Indemnitor; provided that failure to give such prompt notice will not relieve the Indemnitor of its obligations hereunder, except to the extent of losses that would have been avoided had such notice been given. Indemnitee, at its own expense, may assist in the defense if it so chooses, provided that the Indemnitor shall control such defense and all negotiations relative to the settlement of any Claim and further provided that any settlement intended to bind the Indemnitee shall not be final without the Indemnitee’s express consent, which shall not be unreasonably withheld or delayed. The Indemnitee will fully cooperate with Indemnitor to enable the Indemnitor to fulfill its obligations hereunder with respect to any Claim. Participation in the defense shall not waive or reduce any obligations of the Indemnitor to indemnify or hold Indemnitee harmless.
- Pricing and policies
- Service Level Agreement
DailyLive is hereby providing this Service Level Agreement (“SLA”), allowing for Service Credits in the event one or more webpages served by DailyLive (the “Live Video Shopping”) is unavailable, falling under the parameters of this SLA.
8.1 Service Credits
8.1.1 “Service Credit” means the percentage of the monthly Live Video Shopping Fees for the Live Video Shopping that is awarded to Customer for a validated claim related to breach of the SLA during that month.
8.1.2 Service Credits shall be credited by DailyLive on a monthly basis and applied to the following month’s fees, or refunded on a monthly basis if Customer has paid DailyLive in advance for more than one month.
8.1.3 Service Credits are as follows:
Each percentage reflects the percentage of Live Video Shopping availability per calendar month, during the term hereof.
8.2.1 Customer shall have the remedies under the SLA commencing upon thirty (30) days after the Effective Date of the Terms of Service.
8.2.2 Customer shall notify DailyLive via email to support@DailyLive.com within thirty (30) business days from the date of the incident it first believes entitles Customer to receive a remedy under the SLA set forth below.
8.2.3 All claims are subject to validation by DailyLive. DailyLive will use log files, database records, audit logs, and any other information available to validate claims and make a good faith judgment on the applicability of this SLA to said incident. DailyLive shall make information used to validate an SLA claim available for auditing by Customer at Customer’s request.
8.2.4 The remedies set forth herein represent Customer’s sole and exclusive remedy for DailyLive’s breach of the SLA defined in this SLA.
8.3.1 Customer shall not have any remedies under any SLA in connection with any Force Majeure Event as defined in the Agreement.
8.3.2 Customer shall not have any remedies under any SLA to the extent any SLA claim is due to: (i) use of the Live Video Shopping outside the scope described in the Agreement and the Documentation; (ii) Customer Equipment and/or third party software, hardware or network infrastructure; (iii) failure of the external internet beyond DailyLive’s network; (iii) any function or content not loading or operating properly on a third-party webpage that is loaded by DailyLive; (iv) electrical or internet/bandwidth access limitations or disruptions; (v) any actions or inactions of Customer or any other third party not under the direct control of DailyLive; (vi) attacks (i.e. hacks, denial of service attacks, malicious introduction of viruses and disabling devices) caused by third parties outside of DailyLive’s servers; or (vii) a force majeure event, meaning an act of nature, war or political event that results in an impossibility for either side to perform its obligations under this SLA.
8.4.1 DailyLive warrants at least 99.9% System Availability during each calendar month excluding Scheduled Maintenance Window and Emergency Maintenance.
8.4.3 “Emergency Maintenance” refers to downtime of the Live Video Shopping outside of Scheduled Maintenance Window hours that is required to complete the application of urgent patches or fixes, or undertake other urgent maintenance activities. If Emergency Maintenance is required, DailyLive will promptly contact Customer and provide the expected start time and duration of the Emergency Maintenance and whether DailyLive expects the Live Video Shopping to be completely unavailable during the Emergency Maintenance.
8.4.4 “Scheduled Maintenance Window” means the window during which scheduled maintenance of the Live Video Shopping may be performed. The Scheduled Maintenance Window is between the hours of 11:00p.m. and 3:00a.m. local time for the location(s) in which DailyLive nodes are deployed. In the event DailyLive expects the Scheduled Maintenance Window activity to result in the Live Video Shopping being unavailable to Customer, DailyLive will provide Customer with a minimum of four (4) business days advance notification.
8.5 Remedy. If the System Availability is less than 99.9%, and if the Customer has fulfilled all of its obligations under the Agreement and this SLA, DailyLive will provide the Customer with a Service Credit for the month in which the failure to meet this SLA has occurred. The Service Credit will be calculated in accordance with Section 7.1 above. If the Customer submits one or more validated SLA claims under this SLA in each of three (3) consecutive calendar months or if Customer submits three or more validated SLA claims under this SLA in any period of thirty (30) consecutive days, Customer may terminate this Agreement upon thirty (30) days written notice.
These Terms of Service shall be governed by the internal substantive laws of the Ireland country, without respect to its conflict of laws principles. DailyLive reserves the right to charge a service charge on any payments not paid in full by the due date. All late payments will be charged 1.5 percent per month or 18 percent per year. Any claim or dispute between you and DailyLive that arises in whole or in part from the Service shall be decided exclusively by a court of competent jurisdiction located in Dublin, Ireland. These Terms of Service shall constitute the entire agreement between you and DailyLive concerning the Service. If any provision of these Terms of Service is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Service, which shall remain in full force and effect. These Terms of Service can only be amended by a written agreement signed by both parties.