Terms of Service

Effective Date: April 20, 2020

ACCEPTANCE OF OUR TERMS

These Terms of Service (“​

Terms​
”) constitute a binding
contract between you and LiveDune, Inc. (“​
us​
” or “​
we​
” or
“​
LiveDune​
”) governing the use of and access to the
products we offer in connection with a paid or trial
subscription (“​
Products​
”) to you and any authorized
individuals engaged by you to use the Products on your
behalf (each, a “​
User,​
” and collectively, “​
Users​
”). By
using or accessing the Products, or authorizing or
permitting any User to use or access the Products, you
accept and agree to be bound by these Terms.
If you are entering into these Terms on behalf of a
company, organization, or other legal entity (“​
Entity​
”),
you agree to these Terms for that Entity and represent to
LiveDune that you have the authority to bind such Entity
and its affiliates to these Terms. In such case, “you” or
“Customer” shall refer to such Entity and its affiliates.
If you are a Customer’s User, then these Terms will apply
to you to the extent they are applicable to Users. If
Customer is an agency, then a User may also be an agency
client as described in Section 10 (Agencies). If you do
not have the authority to bind the Entity to these Terms
or do not agree to these Terms, do not accept these Terms
or use or access the Products.
You represent and warrant that the information you
provide in registering for the Products is accurate,
complete, and rightfully yours to use.

REGISTERING USERS ON OUR APPLICATION

Except as set forth in Section 10 (Agencies), you agree
that you will only access our Applications for your
internal business purposes and subject to these Terms.
After any free trial of our Products, you will be
required to register for our Application and pay a
subscription fee for the use of our Products. You must
pay such subscription fees on the first day of your
subscription term unless otherwise specified on your
service order.
If you, as a Customer, add Users to your account, you
must bind each of the Users to these Terms. You are
responsible for all information, data, content, messages
or other materials that you or your Users post or
otherwise transmit via the Applications (collectively,
“​
Content​
”). You acknowledge and agree that a login may
only be used by one (1) person, and that you will not
share a single login among multiple people. You are
responsible for maintaining the confidentiality of your
login and account, and are fully responsible for any and
all activities that occur under or in connection with
your login or account. Except for as provided in Section
10 (Agencies), you agree that you will not trade,
transfer, or sell access to your login or account to
another party unless otherwise agreed to in writing by
LiveDune.
As a User, you represent and warrant that you are: (i) 18
years or older, (ii) not prohibited or restricted from
having a LiveDune account, and (iii) not a competitor of
or using the Products for purposes that are competitive
with LiveDune.
You agree to use reasonable efforts to prevent
unauthorized use of the Products and notify us
immediately if you discover any unauthorized use through
your account. You will take all necessary steps to
terminate the unauthorized use and agree to cooperate
with us in preventing or terminating such unauthorized
use of the Products.

AVAILABILITY OF SERVICE
While we will use commercially reasonable efforts to keep
our Applications available and accessible, the
Applications may be unavailable from time to time for
repairs, upgrades, routine and emergency maintenance, or
other interruptions that may be out of our reasonable
control, including any outages of Third-Party Services
(as defined in Section 5) or any related application
programming interface (“​
APIs​
”) and integrations.
Interruptions of our Applications shall not serve as a
basis to terminate your subscription or demand any full
or partial refunds or credits of prepaid and unused
subscription fees.

OUR USE OF THIRD PARTY INTEGRATIONS AND

SERVICES
Our Applications may contain links to or allow you to
connect and use certain external third-party products,
services, or software in conjunction with your use of our
Applications and Products (“​
Third Party Services,​
” and
each, a “​
Third Party Service​
”), including certain social
media networks and other integration partners. To take
advantage of these features, you may be required to sign
up or log into such Third Party Service on their
respective websites or applications. By enabling the
Applications to access such Third Party Service, you are
permitting LiveDune to pass on your login information to
the Third Party Service and granting the Third Party
Service permission to access or otherwise process your
data. You acknowledge that your use of such Third Party
Service is governed solely by the terms and conditions
and privacy policy of such Third Party Service
(including, but not limited to, the Twitter Terms of
Service located at ​
www.twitter.com/tos​and the YouTube
Terms of Service located at
https://www.youtube.com/t/terms​
), and that LiveDune does
not endorse, is not liable for, and makes no
representations as to the Third Party Service, its
content, or the manner in which such Third Party Service
uses, stores, or processes your data. We are not liable
for any damage or loss arising from or in connection with
your enablement of such Third Party Service and your
reliance on the policies, privacy practices, and data
security processes of such Third Party Service. We are
not responsible or liable for any changes to or deletion
of your data by the Third Party Service. Certain features
of our Products may depend on the availability of these
Third Party Services and the features and functionality
they make available to us. We do not control Third Party
Service features and functionality, and they may change
without any notice to us. If any Third Party Service
stops providing access to some or all of the features or
functionality currently or historically available to us,
or stops providing access to such features and
functionality on reasonable terms, as determined by
LiveDune in our sole discretion, we may stop providing
access to certain features and functionality of our
Products. We will not be liable to you for any refunds or
any damage or loss arising from or in connection with any
such change made by the Third Party Service or any
resulting change to our Products. You irrevocably waive
any claim against LiveDune with respect to such Third
Party Services.

PAYMENT TERMS
You will either pay for your Plan in our Application, or
upon receipt of an invoice issued by us.
Payment in Application
Monthly Plans​
. For monthly Plans, we will charge you on
the first day of your subscription term and automatically
on the same date of each subsequent month (“​
Monthly Pay
Date​
”). We will continue to charge you for your Plan,
including any Add-Ons, on a monthly basis unless you
decide to cancel at any time by accessing the “Billing”
page within the Application. If you cancel in the month
preceding your Monthly Pay Date, you will not be issued
any refunds or credits of prepaid and unused fees for the
remainder of the subscription term and you will continue
to have access to the Products until the following
Monthly Pay Date.
Annual Plans​
. For annual Plans, we will charge you on the
first day of your subscription term and automatically on
the same date of each subsequent year (“​
Annual Pay
Date​
”). We will continue to charge you for your Plan,
including any Add-Ons, on an annual basis unless you
decide to cancel prior to the Annual Pay Date by
accessing the “Billing” page within the Application. If
you cancel during the subscription term, you will not be
issued any refunds or credits of any prepaid and unused
fees for the remainder of the subscription term and you
will continue to have access to the Products until the
following Annual Pay Date. P
​ayment By Invoice​
. If we
invoice you for your Plan, your subscription term will be
detailed on the service order and your payment will be
due upon receipt of the applicable invoice. Unless
otherwise specified on your service order, if we do not
receive payment within thirty (30) days of us issuing you
the invoice, your account may be suspended and you will
lose access to the Products. Unless otherwise specified
on your service order, your Plan will automatically renew
at the end of the subscription term. If you would like to
cancel your Plan, you can provide such notice via email
to support@livedune.com.
Changes To Your Plan​
. If you choose to upgrade your Plan
or add any Add-Ons to your Plan during your subscription
term, you will be charged for the then-current price for
the upgrade or Add-Ons prorated based on the number of
days remaining in your subscription term. Unless
otherwise specified on your service order, any upgrade or
Add-Ons that you add will be coterminous with the
existing Plan and automatically renew at the end of the
subscription term along with your Plan. If you choose to
downgrade your Plan or remove any Add-Ons from your Plan,
you will not be issued any refunds or credits for the
unused and prepaid fees in connection with the downgrade
or removal. Downgrading your Plan may cause the loss of
content, features, or capacity of your account and we do
not accept any liability for any such loss.
Credit Card and Paypal Authorization​
. By submitting your
credit card or Paypal information to LiveDune, you
authorize LiveDune to store this information with its
third party service providers and to charge the credit
card or Paypal account you have provided to us until your
account is terminated. In addition, you authorize us to
use a third-party payment processor in processing
payments. If your credit card expires, or is declined or
your Paypal information requires an update, we will
provide you notice via email. If, for any reason, your
payment cannot be completed through credit card or
Paypal, we may suspend your account until we receive
payment.
Taxes​
. All payments you make are exclusive of federal,
state, local, and foreign taxes, duties, tariffs, levies,
withholdings, and similar assessments (including, without
limitation, sales taxes, use taxes, and value-added
taxes). You agree to be responsible for the payment of
all such charges, excluding taxes based upon our net
income. All amounts payable by you hereunder shall be
grossed up for any withholding taxes imposed by any
foreign government on your payment of amounts to
LiveDune.

CANCELLATION AND TERMINATION

Termination by You​
. You may terminate your account at any
time without cause, but you will not be entitled to any
refunds of any prepaid and unused fees, and any unpaid
fees under your Plan for the applicable subscription term
will become immediately due and payable. You may
terminate your account and receive a prorated refund of
any prepaid and unused fees, if we fail to cure a
material breach of these Terms within thirty (30) days of
our receipt of written notice from you describing the
breach. You may also cancel your account as provided in
Section 6 (Payment).
Termination by Us​
. We may restrict functionality of the
Products or temporarily suspend your account if we
reasonably believe that you have violated these Terms.
Unless we believe the need to restrict or suspend access
is time-sensitive and requires immediate action without
notice, or we are prohibited from providing notice under
law or legal order, we will use commercially reasonable
efforts to notify you by email prior to such suspension.
We will not be liable to you or any third parties for any
of the foregoing actions. We may terminate your account
and use of the Products for any of the following reasons:
(i) you fail to comply with these Terms, (ii) you do not
pay your fees in accordance with the payment terms under
your Plan, (iii) at the expiration of the subscription
period of your Plan if we provide prior written notice to
you, (iv) you become the subject of a petition in
bankruptcy or any other proceeding relating to
insolvency, receivership, liquidation or assignment for
the benefit of creditors, or (v) if we reasonably
determine you are acting or have acted in a way that
could present substantial reputational harm to LiveDune
or our current or prospective partners or customers. In
no event will any termination by us for the foregoing
reasons entitle you to any refunds of any prepaid and
unused fees or relieve you of your obligation to pay any
fees payable to us prior to the date of termination, and
any unpaid fees under your Plan will become immediately
due and payable. Any suspected fraudulent, abusive,
hateful, discriminatory or illegal activity may be
grounds for immediate termination of your use of the
Product and may be referred to law enforcement
authorities.
Post Termination​
. If your account is terminated, you must
cease using the Products and LiveDune reserves the right
to delete your account settings and Content within thirty
(30) days of such cancellation or termination with no
liability or notice to you. Once your account settings
and Content are deleted, you will not be able to recover
such account settings and Content, except any Content
that remains on Third Party Services pursuant to the
terms and conditions of such Third-Party Services.

YOUR USE OF THE PRODUCTS

You agree not to, nor authorize or permit any User or
third party to: (a) license, sublicense, sell, rent,
lease, or otherwise permit third parties to use the
Products; (b) circumvent or disable any security or other
technological features or measures of the Products; (c)
reverse engineer any element of the Products, or use the
Products to compete with the Products, (d) modify, adapt
or present the Products to falsely imply any sponsorship
or association with LiveDune; (e) use the Products in any
manner that interferes with or disrupts the integrity or
performance of the Products or the components of the
Products; (f) use the Products to post, upload, link to,
send or store any Content that is defamatory, libelous,
fraudulent, derogatory, abusive, obscene, unlawful,
hateful, harassing, violent, threatening, racist, or
discriminatory, (g) use the Products to post, upload,
link to, send, distribute, or store any Content that
contains any viruses, malware, Trojan horses, ransomware,
or any other similar harmful software; (h) use the
Products to post, upload, link to, send, distribute, or
store any Content that is material protected by
copyright, trademark, or any other proprietary right
without first having obtained all rights, permissions,
and consents necessary to make such Content available on
or through the Products and to grant LiveDune the limited
right to use Content as set forth in these Terms, (i)
attempt to use any method to gain unauthorized access to
any paid or restricted features of the Sites or to the
Products and its related systems or networks, (j) use
automated scripts to collect information from or
otherwise interact with Third Party Services or the
Products; (k) deep-link to the Sites (other than
LiveDune’s home page) for any purpose, unless expressly
authorized in writing by LiveDune; (l) impersonate any
other user of the Products; or (m) use the Products in
violation of applicable law or any acceptable use policy,
terms of use (including, but not limited to, the Twitter
Terms of Service located at ​
www.twitter.com/tos​and the
YouTube Terms of Service located at
https://www.youtube.com/t/terms​
) or any similar policy or
terms of Third-Party Services.
You agree not to use, and not to knowingly display,
distribute, or otherwise make content or information
derived from the Products available to any entity for the
purpose of: (i) conducting or providing surveillance or
gathering intelligence, including but not limited to,
investigating or tracking individual social media users
or their content, or to obtain information on social
media users or their content, in a manner that would
require a subpoena, court order, or other valid legal
process; (ii) tracking, alerting, or other monitoring of
sensitive events (including but not limited to protests,
rallies, or community organizing meetings); (iii)
conducting or providing surveillance, analyses or
research that isolates a group of individuals or any
single individual on social media for any unlawful or
discriminatory purpose or in a manner that would be
inconsistent with the individual users’ reasonable
expectations of privacy; (iv) violating the Universal
Declaration of Human Rights (located at
http://www.un.org/en/documents/udhr/​
), including, without
limitation, Articles 12, 18, or 19; or (v) targeting,
segmenting, or profiling individuals based on sensitive
personal information, including health (e.g. pregnancy),
negative financial status or condition, political
affiliation or beliefs, racial or ethnic origin,
religious or philosophical affiliation or beliefs, sex
life or sexual orientation, trade union membership, data
relating to any alleged or actual commission of a crime,
or any other sensitive categories of personal information
prohibited by law.
If you are a government entity or an entity performing
services on behalf of a government entity, each of your
use cases for our Products must be approved by LiveDune
prior to use of our Products. Failure to obtain approval
for any use case will result in suspension and potential
termination pursuant to Sections 7.2 and 8.4.
We have the right to terminate your account or suspend
your access to the Products, if we reasonably suspect
that you have violated any of the restrictions in this
Section 8.
By accessing or using the Products, you represent and
warrant that your activities are lawful in every
jurisdiction where you access or use the Products. Our
Products are not intended to hold any Sensitive
Information. You represent and warrant that you will not
use our Products to transmit, upload, collect, manage, or
otherwise process any Sensitive Information. WE WILL NOT
BE LIABLE FOR ANY DAMAGES THAT MAY RESULT FROM YOUR USE
OF OUR PRODUCTS IN TRANSMITTING, COLLECTING, MANAGING, OR
PROCESSING ANY SENSITIVE INFORMATION. “​
Sensitive
Information​
” means any passwords, credit card or debit
card information, personal financial account information,
personal health information, social security numbers,
passport numbers, driver’s license numbers, employment
records, physical or mental health condition or
information, any information that would classify as
“Special Categories of Information” under EU data
protection laws, or any other information that would be
subject to Health Insurance Portability and
Accountability Act (HIPAA), the Payment Card Industry
Data Security Standards (PCI DSS), or other laws,
regulations, or industry standards designed to protect
similar information.
Although we do not monitor content published through our
Products and are not responsible for any content
published through our Products, we reserve the right to
delete, edit, or move messages or materials that we deem
necessary to be removed, including, but not limited to,
public postings, advertisements, and messages.

Inbox Export Feature​

. The Inbox Export feature available
on our LiveDune Product may contain confidential
information, including personal information. By
initiating an Inbox Export, you acknowledge and agree
that we are not responsible for, and shall have no
liability related to, the security of the information
contained in the Inbox Export or compliance with any
applicable law of any federal, state, local, or foreign
government or political subdivision thereof, including
applicable privacy law, as a result of fulfilling your
request to send the Inbox Export.
Twitter Custom Profile​
. By associating a custom profile
image and/or name with a specific Twitter profile, you
acknowledge and agree that (i) if an individual is
depicted, you have consent from such individual to
display their name and/or likeness in the custom profile,
(ii) you will indicate in the field provided for the
individual’s name (e.g., through use of the term “​
bot​
”),
or in the initial message sent to each Twitter user that
the individual is not participating in the conversation;
and (iii) you will comply with all Twitter Terms of
Service and other applicable acceptable use policy, terms
of use, or any similar policy or terms.

CONFIDENTIAL INFORMATION
For the purpose of these Terms, “​
Confidential
Information​
” means non-public information disclosed by
either party to the other party, either directly or
indirectly, in writing, orally, or to which the other
party may have access, which (i) a reasonable person
would consider confidential, or (ii) is marked
“confidential” or “proprietary” or some similar
designation by the disclosing party. Confidential
Information will not, however, include any information
that (i) was publicly known and made generally available
in the public domain prior to the time of disclosure by
the disclosing party; (ii) becomes publicly known and
made generally available after disclosure by the
disclosing party to the receiving party other than as a
result of a violation of these Terms by the receiving
party; (iii) is already in the possession of the
receiving party at the time of disclosure by the
disclosing party; (iv) is obtained by the receiving party
from a third party without a breach of the third party’s
obligations of confidentiality; or (v) is independently
developed by the receiving party without use of or
reference to the disclosing party’s Confidential
Information. The receiving party shall not disclose, use,
transmit, inform or make available to any entity, person
or body any of the Confidential Information, except as a
necessary part of performing its obligations under these
Terms, and shall take actions reasonably necessary and
appropriate to prevent the unauthorized disclosure of the
Confidential Information, at all times exercising at
least a reasonable level of care. Each party agrees to
restrict access to the Confidential Information of the
other party to those employees, advisors, agents and
other representatives who require access in order to
perform its obligations under these Terms.

AGENCIES
If you are an Agency, you may use our Products on behalf
of Users that are your clients and charge your clients
for such use of our Products. As an Agency, you will be
liable for all use of the Products by your clients. By
adding any client to your account, you represent and
warrant that you have obtained all necessary
authorizations and consents from such clients to bind
them to these Terms. If you use the Products on behalf of
your clients, or grant access to the products to your
clients, you will be responsible for ensuring that such
clients are not able to access confidential or
proprietary information of another client. “​
Agency​
” shall
mean a business or organization providing advertising,
marketing, or social media services on behalf of another
business, person, or group.

DATA PRIVACY
We access your data to enable us to respond to your
service requests and as necessary to provide you with the
Application and Products. We share your data with third
parties if required by law, permitted by you, or pursuant
to our LiveDune Privacy Policy (“​
Privacy Policy​
”), which
is available and incorporated into these Terms. You agree
to all actions that are taken with respect to your data
that are consistent with our Privacy Policy. Before
sharing your data, we will take steps designed to ensure
that any third party service provider maintains
commercially reasonable data practices for maintaining
the confidentiality and security of your data and for
preventing unauthorized access to such data. We do not
share your data with third parties for their own
marketing purposes.
You hereby represent and warrant that your Content has
not been collected, stored, and transferred to us in
violation of any law, regulation, or contractual
obligation applicable to you. You shall have sole
responsibility for the accuracy, quality, and legality of
the Content and the means by which you acquired the
Content. With respect to your Users and any individuals
that interact or engage with Customer’s social media
pages or profiles (including fans, followers, and other
social media audience members), you shall be responsible
for establishing the lawfulness of processing under
Article 6 of the General Data Protection Regulation
2016/679 and complying with all applicable laws related
to privacy and data protection in respect of your use of
the Products, your processing of personal data, and any
processing instructions you issue to us.
If your use of our Products includes processing “personal
data” that is subject to the General Data Protection
Regulation (EU) 2016/679 or “personal information” that
is subject to the California Consumer Privacy Act, you
must enter into a Data Processing Addendum (“​
DPA​
”) with
LiveDune. Our Privacy Policy as well as any DPA that you
enter into with LiveDune forms part of these Terms and
applies to the processing of personal data. You may
review our Privacy Policy to understand how we collect
and use your data. LiveDune holds a Privacy Shield
certification under both the EU-U.S. and Swiss-U.S.
Privacy Shield frameworks established by the U.S.
Department of Commerce regarding the transfer of personal
data from the European Economic Area and/or Switzerland,
as applicable, to the U.S.

YOUR RIGHTS AND OUR RIGHTS TO IP

What You Own​
. You own all of the Content you provide to
us. You grant us a nonexclusive, revocable, worldwide,
perpetual, fully paid-up and royalty-free right to us to
use, copy, prepare derivative works of, distribute,
publish, remove, retain, add, process, or analyze this
information for the sole purpose of providing the
Applications and Products to you and your Users. You
represent and warrant that you are entitled to and
authorized to submit the Content and that such Content
you submit is accurate and not in violation of any
contractual restrictions or third party rights.
What We Own​
. We own and retain all rights, title, and
interest in and to the Products along with all patents,
inventions, copyrights, trademarks, domain names, trade
secrets, know-how, and any other intellectual property
and/or proprietary rights (“​
Intellectual Property
Rights​
”) related to the Products. Your use of the
Products under these Terms does not give you additional
rights in the Products or ownership of any Intellectual
Property Rights associated with the Products. Subject to
your compliance with and limitations set forth in these
Terms and upon your subscription to the Products, we
grant you a non-exclusive, non-transferable,
non-sublicensable, revocable license to access and use
our Products and Applications.
Ownership of Your Feedback and Suggestions​
. Although you
are not required to provide feedback or suggestions, you
assign to us all of your worldwide right, title and
interest in and to any and all feedback, suggestions,
requests, recommendations, or other comments that you
provide to us regarding our Products, including all
Intellectual Property Rights therein. You shall, upon the
request of LiveDune, its successors or assigns, execute
any and all documents that may be deemed necessary to
effectuate this assignment. You also agree to waive any
right of approval for our use of the rights granted
herein and agree to waive any moral rights that you may
have in any feedback, suggestions, or other comments,
even if it is altered or changed in a manner not
agreeable to you. You understand that you will not
receive any fees, sums, consideration, or remuneration
for any of the rights granted in this section. Our
receipt of your feedback, suggestions, and other comments
is not an admission of their novelty, priority, or
originality, and it does not impair our right to any
existing or future Intellectual Property Rights.
Our Ownership of Statistical Data​
. You acknowledge and
agree that we have a right to own and complete
statistical analyses on your data and information
resulting from your or your Users’ use of the Products
(other than any personally identifiable data). When we
extract, compile, synthesize, or analyze this data, we
will only use it in anonymized, deidentified, or
aggregated form without specifying the source of the
data. We collect such data for any lawful purpose and
without a duty of accounting to you.

WARRANTY
THE APPLICATIONS AND PRODUCTS ARE PROVIDED ON AN “AS IS”
BASIS, WITHOUT ANY WARRANTIES, GUARANTEES, CONDITIONS, OR
REPRESENTATIONS OF ANY KIND. TO THE MAXIMUM EXTENT
PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ANY AND ALL
WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY,
INCLUDING, BUT NOT LIMITED TO, EXPRESS OR IMPLIED
WARRANTIES OF MERCHANTABILITY, DESIGN, TITLE, QUALITY,
FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
WE CANNOT AND DO NOT WARRANT THAT THE APPLICATIONS AND
PRODUCTS WILL BE UNINTERRUPTED, AVAILABLE, ACCESSIBLE,
SECURE, TIMELY, ACCURATE, COMPLETE, FREE FROM VIRUSES, OR
ERROR-FREE. LIVEDUNE DISCLAIMS ALL LIABILITY FOR ANY
MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE
CONDITIONS OF THE SERVICES DUE TO INAPPROPRIATE
EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE
PROVIDERS, TO THE SATURATION OF THE INTERNET NETWORK OR
ANY OTHER ERROR, OMISSION, INTERRUPTION, DELETION,
DEFECT, DELAY IN OPERATION OR TRANSMISSION,
COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR
UNAUTHORIZED ACCESS TO, OR ALTERATION OF, DATA NOT WITHIN
LIVEDUNE REASONABLE CONTROL.

OUR INDEMNIFICATION OF YOU

We agree to defend, indemnify, and hold you harmless from
any and all claims, losses, demands, liabilities,
damages, settlements, expenses, and costs (including
reasonable attorney’s fees and costs) brought by a third
party against you alleging your use of any Product
infringes or misappropriates any patent, copyright, trade
secret, trademark, or intellectual property right of any
third party. We will not have any obligation under this
section for any infringement or misappropriation if it
arises out of or is based upon: (a) any use of the
Products that is in combination with other products or
services if such infringement or misappropriation would
not have arisen but for such combination, (b) use of the
Products by you for purposes not intended, permitted, or
outside of the scope of the license granted to you, or
(c) any modification of the Products not made or
authorized in writing by LiveDune (the “​
Excluded
Claims​
”). If you are enjoined or otherwise prohibited
from using a Product or a portion thereof based on an
allegation that the Product violates any third party
intellectual property right, or if we reasonably
determine that such prohibition is likely, then we will,
at our sole expense and option: (a) obtain for you the
right to use the allegedly infringing portions of the
Products; (b) modify the allegedly infringing portions of
the Products so as to render them non-infringing without
substantially diminishing or impairing their
functionality, or (c) replace the allegedly infringing
portions of the Products with non-infringing items of
substantially similar functionality. If we determine that
the foregoing remedies are not commercially reasonable,
then we may terminate the impacted subscription, or
portion thereof, and will promptly provide a prorated
refund or credit to you for any prepaid and unused fees.

YOUR INDEMNIFICATION OF US
Your failure to comply with any of your obligations set
forth in these Terms shall be considered a breach of
these Terms. You agree to defend, indemnify, and hold
harmless LiveDune and its officers, directors, employees,
agents, successors, and assigns from any and all third
party claims, losses, demands, liabilities, damages,
settlements, expenses, and costs (including attorney’s
fees and costs), arising from, in connection with, or
based on allegations of, your or your Users’ breach of
these Terms, use of Third-Party Services, or for any
action arising from the Excluded Claims.
Requirements for Indemnification​
. Either party’s
indemnification obligations shall be contingent on: (a)
the indemnified party (“​
Indemnitee​
”) providing the
indemnifying party (“​
Indemnitor​
”) prompt written notice
of the claim, (b) Indemnitee granting Indemnitor full and
complete control over the defense and settlement of the
claim, and (c) Indemnitee providing assistance in
connection with the defense and settlement of the claim
as Indemnitor shall reasonably request.