Terms of Service

1. GENERAL TERMS

1.1 Terms. Your use of the Services (as defined below) is governed by these Terms of Service (the "Terms"). "LiveKit" means LiveKit Incorporated, reachable by email at [email protected], and its subsidiaries or affiliates involved in providing the Services. The "Services" means the cloud-hosted WebRTC, LiveKit Inference and any other related tools and services LiveKit makes available through the website found at https://cloud.livekit.io, and any other software or services offered by LiveKit in connection with any of those.

1.2 Assent to the Terms. In order to use the Services, you must first agree to the Terms. You can agree to the Terms by clicking on the "I Agree" button or other button or mechanism designed to acknowledge agreement to the terms of an electronic copy of these Terms, by downloading or installing the Services software, or by using the Services. If you are entering into these Terms on behalf of an organization, company or legal entity, you represent to LiveKit that you have the authority to bind such organization, company or legal entity to the Terms. You understand and agree that LiveKit will treat your use of the Services as acceptance of the Terms from that point onwards. If you do not agree to the Terms, do not download, install, access or use the Services.

1.3 Policies. By accessing or using the Services, you acknowledge and agree that your use of the Services is subject to, and you will comply with, all other policies and guidelines that we make available and keep in effect from time to time, including without limitation our Privacy Policy and Acceptable Use Policy (collectively, the "Policies"). The Policies are incorporated into these Terms by reference.

1.4 No Reliance. You agree that purchases of Services are not contingent on the delivery of any future functionality or features or dependent on any oral or written public comments made by LiveKit or any of its affiliates regarding future functionality or features.

2. USE OF THE LIVEKIT SERVICES

2.1 Account Registration. You must provide accurate and complete registration information when you register to use the Services. You are responsible for the security of passwords and for any use of your account and must promptly notify LiveKit in the event you become aware of any unauthorized access to your account or the Services.

2.2 Compliance with Laws. Your use of the Services (a) must comply with all applicable laws, regulations and ordinances, including any laws and sanctions regarding the export and/or import of data or software; and (b) will not include the submission of any data controlled under the U.S. International Traffic in Arms Regulations (ITAR). You may not use the Services if you are a person barred from receiving the Services under the laws of the United States or other countries, including the country in which you are resident or from which you use the Services.

2.3 Usage Limits. Your account's service capacity (its "Service Capacity") has "hard" and "soft" usage limits, as set forth on the administrative interface of the Services (the "LiveKit Cloud Portal") and further explained in the Acceptable Use Policy at https://livekit.io/legal/acceptable-use-policy. The Services do not permit you to exceed the hard usage limits. LiveKit reserves the right to enforce any usage limits in its sole discretion. Repeated exceeding of the hard or soft usage limits may lead to termination of your account.

2.4 Collaborators. You may be able to add or invite other users (each, a "Collaborator") to access your LiveKit account. Each Collaborator must comply with the Terms and any other applicable policies. You agree that by granting access to a Collaborator that (a) any actions taken by a Collaborator under your account will be deemed to have been taken by you; and (b) you are responsible for all activity occurring under your account, including by any Collaborator. LiveKit is not responsible for any loss or damage arising from your decision to grant access to a Collaborator, or from a Collaborator's actions.

2.5 Availability. LiveKit shall use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for planned downtime (of which you are given notice), or any unavailability caused by circumstances beyond LiveKit's reasonable control, including, without limitation, acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving LiveKit employees), public health crises (including quarantine or other employee restrictions), third-party infrastructure, cloud-hosting or Internet service provider failures or delays, or denial of service attacks.

3. LICENSE FROM LIVEKIT AND RESTRICTIONS

3.1 License Grant. Subject to your ongoing compliance with the Terms, LiveKit hereby grants you a limited, personal, worldwide, royalty-free, non-assignable, non-sublicensable, and non-exclusive license during the Term to access and use the Services and to use the software provided to you by LiveKit or Third-Party Apps made available to you in connection with the Services in order to develop, test, create and operate applications that you create using the Services and any source code written by you to be used with the Services ("Developer Applications"), commercialize or otherwise make available Developer Applications for your own business purposes when integrated with LiveKit's Services,, in the manner permitted by the Terms; provided, however, that, for the avoidance of doubt, you may not distribute all or any portion of the Services (including any Third-Party App) on a standalone basis.

3.2 Restrictions. Subject to applicable law, you may not (and may not permit anyone else to): (a) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Services or any part thereof (including, for the avoidance of doubt, any Third-Party App)by the license governing a Third Party App or an applicable open source license, or unless you have been specifically granted permission to do so by LiveKit, in writing (e.g., through an open source software license), which in no event extends to any Third-Party App; (b) attempt to disable, bypass or circumvent any security mechanisms used by the Services; (c) reproduce or distribute the Services except as expressly permitted in the Terms; (d) use the Services to build a competing product or service, or benchmark for competitive purposes, in each case, without LiveKit's express written consent; (e) remove, obscure or alter any copyright, trademark, or other proprietary notices; (f) develop Developer Applications to simulate, access, or otherwise circumvent, the Services to avoid incurring Fees associated with exceeding the usage limits outlined in the applicable Services tier or pricing tier set forth in the LiveKit Cloud Portal; (g) use the Services to place or accept emergency calls (e.g., 911, 112) or in ways prohibited by carrier rules, these Terms, or any terms or policies governing any Third-Party Apps; (h) use the Services to spam, fraud or defraud any third parties; (i) access or attempt to access the LiveKit Cloud Portal by any means other than through the interface provided by LiveKit in connection with the Services; (j) engage in any activity that interferes with or disrupts the Services, or the servers and networks connected to the Services; or (k) use the Services in any way that violates law, third party rights, including intellectual property rights. LiveKit may monitor and block use of the Services if it detects activities constituting the restrictions set forth herein and may suspend or reclaim numbers or resources where required.

3.3 Open Source. Some parts of the Services may include open source software governed by an open source license, which constitutes a separate written agreement between you and the open source provider. To the extent that an open source software license supersedes these Terms, the open source license governs your use of the components of the Services released under an open source license.

3.4 License to Marks. During the Term, LiveKit hereby grants you a limited, non-exclusive, revocable, royalty-free, non-transferable license, with no right to sub-license, to display the LiveKit trademarks and/or logos ("Marks") for the sole purpose of promoting or advertising that you use the Services and solely in accordance with LiveKit's then current trademark usage guidelines, as and if made available to you by LiveKit. This license to the Marks is revocable by LiveKit at any time in its sole discretion, including if we determine that your use of our Marks does not comply with our trademark usage guidelines. You agree that all goodwill generated through your use of the LiveKit Marks shall insure to the benefit of LiveKit.

4. THIRD-PARTY SERVICES

4.1 Use of Third-Party Services. The Services may allow you to route or connect to third-party technologies or applications (each, a "Third-Party App") from providers other than LiveKit (for example, telecommunications carriers, external APIs accessed by Hosted Agents) or with respect to LiveKit Inference, third-party providers of inference gateways of STT, LLM and TTS models (each, an "Inference Provider" and together with any other providers of Third-Party Apps, the "Third-Party Service Providers"). Such Third-Party Apps are operated solely by the applicable provider, and your use of them is subject to that Third-Party Service Provider's own terms, policies, and data-handling practices. LiveKit does not control and is not responsible for the performance, availability, quality, security, compliance or data practices of any Third-Party App, nor for any content or outputs they generate, and LiveKit is not liable for any damages, losses, or claims arising out of or in connection with your use of a Third-Party App. You are solely responsible for reviewing all terms and policies governing any Third-Party App and determining whether a Third-Party Service Provider's terms are acceptable before enabling or transmitting data to that Third-Party App through the Services.

4.2 Use of LiveKit Inference. The Services offers a feature that is an inference gateway that brokers requests and responses between you and Inference Providers ("LiveKit Inference"). If you use LiveKit Inference, you are responsible for ensuring that any data you send to an Inference Provider is permitted under such provider's data-handling and training policies. Where an Inference Provider prohibits sending certain categories of data for training or retention, you must not send such data through the Services.

4.3 Inference Terms. If you use LiveKit Inference, you must comply with the Inference Providers terms, policies, and usage guidelines. You may not use the Services in any manner that would cause LiveKit to breach an Inference Provider's terms. If you use models or functionality made available through Inference Providers via LiveKit Inference, you acknowledge that LiveKit—not you—maintains the accounts or instances with such Inference Provider. Your access to or use of those models or functionality through the Services is subject to any applicable terms, policies, and usage guidelines imposed by those Inference Providers. You must not use the Services in any manner that would cause LiveKit to breach its agreements, terms, or obligations with any Inference Provider.

4.4 Availability of Third-Party Apps. Third-Party Apps may change, become unavailable, or be discontinued at any time without notice. LiveKit may modify or remove integrations with Third-Party Apps at its sole discretion liability to you.

5. PRIVACY MATTERS

5.1 Privacy and Data Security. The parties will comply with their respective obligations under applicable privacy and data security laws and regulations and the Data Processing Addendum (available at https://livekit.io/legal/data-processing-addendum) ("DPA") with respect to any personal information or personal data they process pursuant to these Terms. The DPA is incorporated by reference to these Terms.

5.2 HIPAA. The parties acknowledge and agree that LiveKit will not create, receive, maintain, transmit, have access to, or otherwise process (collectively, "Process") any protected health information ("PHI") (as such terms are defined by the Health Insurance Portability and Accountability Act of 1996 and the regulations promulgated thereunder) pursuant to the Services unless and until you have executed a business associate agreement ("BAA") with LiveKit. You represent and warrant that you will not disclose any PHI to LiveKit unless and until you have executed a BAA with LiveKit. In the event that you inadvertently disclose PHI to LiveKit prior to executing a BAA, the parties will work together in good faith to effectuate the return or destruction of such PHI. For inquiries about our BAA, please contact us using the contact information below.

6. PAYMENT OF FEES

6.1 Fees. You will pay LiveKit the applicable fees for the Services detailed in the LiveKit Cloud Portal in accordance with the terms therein (the "Fees"), charged automatically to your credit card on file monthly (in advance for the basic monthly Fees and in arrears for any monthly overage-related Fees), unless agreed otherwise by the parties in writing. If your use of the Services exceeds the Service Capacity set forth in the LiveKit Cloud Portal or otherwise requires the payment of additional fees (pursuant to these Terms), you will be billed for such usage and you agree to pay the additional fees in the manner provided herein. LiveKit reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Term (as defined in Section 9.2 below), upon thirty (30) days prior notice to you (which may be sent by email). If you believe that LiveKit has billed you incorrectly, you must contact LiveKit no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to LiveKit's customer support department. Certain features of the Services (including but not limited to AI & Agent services) may be subject to additional usage-based fees or require a specific subscription tier, and certain data-processing options may be available only on specific paid plans. Applicable pricing and limits are shown in the LiveKit Cloud Portal.

6.2 Invoices. LiveKit may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by LiveKit thirty (30) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of your account.

6.3 Overdue Fees. If any charge owed by you is 30 days or more overdue, LiveKit may, without limiting its other rights and remedies, suspend your access to Services until such amounts are paid in full, provided we have given you 10 or more days' prior notice that your account is overdue.

6.4 Taxes. Unless otherwise stated, LiveKit's fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales and use, or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, "Taxes"). You are responsible for paying all Taxes associated with your purchases hereunder. If LiveKit has the legal obligation to pay or collect Taxes for which you are responsible under this paragraph, the appropriate amount shall be invoiced to and paid by you, unless you provide LiveKit with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, LiveKit is solely responsible for taxes assessable against it based on its income, property and employees.

7. CONTENT AND DATA

7.1 Key Definitions. For purposes of this Terms of Service, the following definitions apply:

Data Category	Definition	How it's processed	Used for training?
Developer Application	Customer’s source code, binaries, and other application materials that you create.	Processed only as necessary to provide hosting services.	No
User Data	Information submitted or generated by Customer or its end users (e.g., communications, session metadata).	Transmitted and delivered under Customer’s instructions.	No
Inference Data	Model inputs (e.g., prompts, parameters, media snippets), related metadata, and resulting outputs/responses transmitted through LiveKit’s Inference services.	LiveKit acts solely as a conduit. Retention/training policies of selected inference providers apply.	No
Observability Data	Logs, traces, metrics (including error/latency), and limited audio, video, or text snippets generated by the Services in connection with observability features you agree to share with us when you enable this feature.	Processed to provide monitoring/debugging/analytics. Retained by default up to 60 days.	Yes (unless opt-out)
Operational Metrics	Telephony records, usage statistics, and other operational data automatically generated by the Services.	Used in aggregated/anonymized form to provide and improve the Services, maintain security, comply with obligations, and benchmark/report.	No
Content	All information and data processed through the Services, including User Data, Inference Data, and Observability Data, as well as any data files, written text, software, audio, video, or images you or your end users provide. “Content” specifically excludes Developer Applications (source code, binaries, and application materials you upload for hosting)	Customer is responsible for Content. LiveKit transmits/processes it under Customer’s direction.	Varies (see specific categories above)

7.2 Content Responsibility. You understand that all Content to which you may have access to as part of, or through your use of, the Services are the sole responsibility of the person from which such content originated.You are solely responsible for (and LiveKit has no responsibility to you or to any third party for) the Developer Application or any Content that you create, transmit or display while using the Services, including Agents hosted on Cloud or integrations with third-party APIs. You are responsible for the consequences of your actions (including any loss or damage which LiveKit may suffer) by doing so.

7.3 Storage and Deletion. LiveKit has no responsibility or liability for the deletion or failure to store any Content, Developer Applications, or communications maintained or transmitted through use of the Services. You are solely responsible for securing and backing up your own Developer Applications and any Content, unless otherwise specified in the Documentation:
(a) session-level telemetry and observability data (e.g., logs, metrics, prompts, responses) may be retained for up to 60 days by default;
(b) call detail records and telephony compliance information may be retained as required by law or carrier obligations; and
(c) container builds and configurations for Hosted Agents are retained until you delete them.

7.4 Use of Data. LiveKit may process Content, including observability, telephony, and hosted-agent data, solely to provide and improve the Services as described herein, maintain security, and meet legal or carrier obligations.

7.5 Service Data. LiveKit may process certain operational data generated by your use of the Services (such as observability logs, telephony records, or hosted-agent metrics, agent inputs and outputs) to provide and improve the Services, maintain security, comply with legal or carrier obligations, and ensure service reliability. Subject to Section 9 (Licenses From You), LiveKit may use anonymized and aggregated Service Data for benchmarking, statistical reporting, and service improvements.

7.6 Application Content. "Application Content" means your source code, binaries, or other application materials uploaded for the purpose of hosting an application (including hosted agents). LiveKit will process Application Content only as necessary to provide the hosting service, and will not use Application Content for model training or fine-tuning.

8. PROPRIETARY RIGHTS; CONFIDENTIALITY

8.1 LiveKit Intellectual Property Rights. You acknowledge and agree that LiveKit (or LiveKit's licensors) owns all legal right, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist).

8.2 Your Intellectual Property Rights. Except as otherwise licensed to LiveKit in the Terms, LiveKit acknowledges and agrees that it obtains no right, title or interest from you under these Terms in or to any Content or Developer Applications that you create, submit, post, transmit or display on, or through, the Services, including any intellectual property rights which subsist in that Content and the Developer Application (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless otherwise agreed in writing, you are responsible for protecting and enforcing those rights and that LiveKit has no obligation to do so on your behalf.

8.3 Confidentiality. In connection with the Services, each of the parties may be exposed to and will be furnished with certain proprietary or non-public information, material or data relating to the other's businesses, technologies, products, pricing, productions, or services, or plans therefor, which are confidential and not otherwise available or known to the public ("Confidential Information"). Each party shall refrain from using (except directly in furtherance of these Terms) and shall keep confidential and not reveal or disclose to any third party any Confidential Information; provided, however, that each party may disclose Confidential Information to its employees and independent contractors with a need to know to perform such party's obligations under these Terms, and third party counsel, advisors and accountants so long as all such third party disclosures are made pursuant to written obligations of confidentiality no less protective than the terms of these Terms. Confidential Information does not include information that: (a) is or becomes generally available to the public other than as a result of a wrongful disclosure by or at the direction of the receiving party; (b) is or becomes available to the receiving party on a non-confidential basis from a source that is entitled to disclose it to such party; (c) was known to the receiving party prior to receipt from the disclosing party; or (d) is developed by the receiving party without the benefit of the Confidential Information. Notwithstanding any of the foregoing, a party may disclose Confidential Information if and solely to the extent that such disclosure is required by law, court order, judicial process, subpoena, or similar process, or applicable rule or regulation, provided that such party shall use commercially reasonable efforts to seek confidential treatment for any such disclosed Confidential Information, and to the extent legally permissible, promptly notify the disclosing party of such disclosure.

9. LICENSES FROM YOU

9.1 License to Content and Developer Applications. By (a) submitting, posting or displaying the Content on or through the Services, or (b) creating a Developer Application through use of the Services, as applicable, during the Term, you grant LiveKit a worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such Content or Developer Application, respectively, for the sole purpose of enabling LiveKit to provide you with the Services and improving the Services as described in Section 9.2 below.

9.2 Aggregated Analytics. LiveKit may collect and use technical and usage data relating to your use of the Services, including but not limited to information about requests, model selections, performance and reliability metrics, error rates, latency, and other operational data ("Telemetry Data"). LiveKit may aggregate and anonymize Telemetry Data to create statistical or benchmark data about model performance and usage trends ("Aggregated Analytics"). LiveKit may use and publicly disclose Aggregated Analytics (e.g., research, benchmarks, reliability reports) and may use Telemetry Data and Aggregated Analytics to operate, secure, and improve the Services. Aggregated Analytics will not include Customer Content, personal data, or information that reasonably identifies you, your organization, or your end users.

9.3 Ideas. You may choose to, or we may invite you to, submit comments or ideas about the Services, including without limitation about how to improve the Services or our products ("Ideas"). By submitting any Idea, you grant LiveKit a worldwide, perpetual, irrevocable, transferrable, sub-licensable license to use, copy, modify, distribute, display, preform and otherwise exploit the Ideas for any purpose, including to improve or develop the Services or other products and technologies, and that Ideas do not constitute your Confidential Information.

9.4 Your Marks. You agree that LiveKit, in its sole discretion, may use your trade names, trademarks, service marks, logos, domain names and other distinctive brand features in presentations, marketing materials, customer lists, financial reports and website listings (including links to your website) for the purpose of advertising or publicizing your use of the Services.

9.5 Observability Data. To the extent you use the Agent Observability features of the Services, you grant LiveKit a limited, non-exclusive license to process and use Observability Data (such as session traces, telemetry, and performance metrics) to provide and improve the Observability features of the Services, including training models to improve the service.

10. MODIFICATION AND TERMINATION

10.1 Modifications. LiveKit is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Services which LiveKit provides may change from time to time without prior notice to you, provided that LiveKit will use commercially reasonable efforts to provide advanced notice of changes to the Service which materially reduce the features or functionality. In the event LiveKit materially reduces the functionality of the Services, your sole and exclusive remedy will be to terminate your subscription and account, and receive a pro-rata refund of any prepaid, unused fees. Changes to the form and nature of the Services will be effective with respect to all versions of the Services; examples of changes to the form and nature of the Services include, without limitation, changes to fee and payment policies, security patches, added functionality, and other enhancements.

10.2 Term. These Terms will commence upon activation of your account for the Services and continue on a month-to-month basis (each, a "Term") until termination of your account.

10.3 Termination. You may terminate these Terms at any time by canceling your account on the Services. You will not receive any refunds due to early account termination and you will remain responsible to pay for any Services used through the point of termination.

10.4 Termination for Breach. LiveKit reserves the right to terminate your access to the Services upon prior written notice, for misuse or violations of these Terms, that have not been remedied within ten (10) days after written notice (email to suffice) of such misuse or violations. You agree that any termination of access to the Services may be without prior notice if (a) LiveKit reasonably believes that the Services are being used in violation of these Terms, (b) you do not cooperate with LiveKit's reasonable investigation of any suspected violation of these Terms; (c) LiveKit is required by law or by a regulatory or government body to suspend your Services; or (d) there is another event for which LiveKit reasonably believe that the suspension of the Services is necessary to protect its network, systems, or its other customers. You agree that LiveKit will not be liable to you or any third party for any such termination.

10.5 Effect of Termination. You are solely responsible for exporting your Content and Developer Application(s) from the Services prior to termination of your account. After termination, LiveKit is not responsible for storing any Content or Developer Applications. If LiveKit terminates your account pursuant to Section 9.4 (Termination for Breach), to comply with applicable law, or to protect the security, integrity or rights of others, you may not have the opportunity to export your Content or Developer Application(s) before it becomes unavailable.

10.6 Survival. Upon any termination of the Services or your account these Terms will also terminate, but Sections 2.2, 3.2, 8, 10, 11, 12, 13 and 16 shall continue to be effective after these Terms are terminated.

11. DISCLAIMER OF WARRANTIES

NOTHING IN THESE TERMS, INCLUDING SECTIONS 11 AND 12, SHALL EXCLUDE OR LIMIT LIVEKIT'S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.YOU EXPRESSLY UNDERSTAND AND AGREE THAT USE OF THE LIVEKIT SERVICES IS AT YOUR SOLE RISK AND THAT THE LIVEKIT SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE."LIVEKIT, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS MAKE NO EXPRESS WARRANTIES AND DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE LIVEKIT SERVICES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, LIVEKIT, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE LIVEKIT SERVICES WILL MEET YOUR REQUIREMENTS, (B) YOUR USE OF THE LIVEKIT SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED THROUGH THE LIVEKIT SERVICES WILL BE ACCURATE. FOR CLARITY, LIVEKIT MAKES NO REPRESENTATION OR WARRANTY REGARDING ANY THIRD-PARTY INFERENCE PROVIDERS OR THEIR SERVICES, INCLUDING THEIR AVAILABILITY, SECURITY, DATA-HANDLING PRACTICES, OR ANY CONTENT OR OUTPUTS GENERATED BY SUCH PROVIDERS.

12. LIMITATION OF LIABILITY

SUBJECT TO SECTION 11 ABOVE, (A) LIVEKIT'S TOTAL LIABILITY FOR DAMAGES ARISING OUT OF OR RELATING TO THESE TERMS IS LIMITED TO THE FEES PAID BY YOU UNDER THESE TERMS DURING THE 12-MONTH PERIOD BEFORE THE EVENT GIVING RISE TO LIABILITY; AND (B) YOU EXPRESSLY UNDERSTAND AND AGREE THAT LIVEKIT, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER OR NOT FORESEEABLE. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS. WITHOUT LIMITING THE FOREGOING, LIVEKIT HAS NO LIABILITY ARISING OUT OF OR RELATED TO (I) ANY CODE, CONFIGURATIONS, OR CONTENT YOU SUPPLY; (II) ANY THIRD-PARTY SERVICES OR NETWORKS YOU CHOOSE TO ACCESS THROUGH THE SERVICES (INCLUDING INFERENCE/MODEL PROVIDERS, TELECOMMUNICATIONS CARRIERS, OR EXTERNAL APIS); OR (III) ANY CONTENT, RECOMMENDATIONS, OR OUTPUTS GENERATED BY THIRD-PARTY SERVICES, INCLUDING HARMFUL, UNSAFE, OR OFFENSIVE CONTENT. THE LIMITATIONS ON LIVEKIT'S LIABILITY TO YOU SHALL APPLY WHETHER OR NOT LIVEKIT HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

13. INDEMNIFICATION

13.1 Indemnification by LiveKit. LiveKit agrees to indemnify you against any losses or damages finally awarded against you incurred in connection with a third-party claim alleging that your use of the Services infringes or misappropriates any U.S. patent, copyright, or trade secret of such third party, provided that you (a) provide prompt written notice of such claim to LiveKit, (b) grant LiveKit the sole right to defend such claim, and (c) provide to LiveKit all reasonable assistance. In the event of a claim or threatened claim under this Section by a third party, LiveKit may, at its sole option, (i) revise the Services so that they are no longer infringing, (ii) obtain the right for you to continue using the Services, or (iii) terminate these Terms upon 10 days' notice.

13.2 Indemnification by You. You agree to hold harmless and indemnify LiveKit, and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners, from and against any third-party claim arising from or in any way related to (a) your breach of the Terms, (b) your use of the Services, (c) your violation of applicable laws, rules or regulations in connection with the Services, (d) your violation of any of the terms or policies of any Third-Party Service Providers, or (e) your Content, your Developer Applications or any integrations or use of third-party services you configure or enable through the Services (including Hosted Agents carriers, or inference/model providers), including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature. In such a case, LiveKit will provide you with written notice of such claim, suit or action.

14. OTHER CONTENT OR RESOURCES

The Services may include hyperlinks to other websites or content or resources or email content. LiveKit may have no control over any websites or resources which are provided by companies or persons other than LiveKit.You acknowledge and agree that LiveKit is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such websites or resources.You acknowledge and agree that LiveKit is not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such websites or resources.

15. CHANGES TO THE TERMS

LiveKit may make changes to the Terms from time to time with reasonable prior notice to you before the changes become effective. Changes to the Terms will become effective upon the earlier of any renewal of the Term, your continued use of the Services after receiving notice, or thirty (30) days after we provide you notice of the changes. If you do not agree to changes to the Terms, your sole remedy is to terminate your account. If we change the Terms in any substantive way, you may reject the changes by terminating your account. You understand and agree that if you use the Services after the date on which the Terms have changed, LiveKit will treat your use as acceptance of the updated Terms.

16. GENERAL LEGAL TERMS

16.1 Entire Agreement. These Terms constitute the whole legal agreement between you and LiveKit and govern your use of the Services (but excluding any services which LiveKit may provide to you under a separate written agreement), and completely replace any prior agreements between you and LiveKit in relation to the Services.

16.2 No Third-Party Beneficiaries. There are no third-party beneficiaries to these Terms. The parties are independent contractors, and nothing in these Terms creates an agency, partnership or joint venture.

16.3 Conflicts. If LiveKit provides you with a translation of the English language version of these Terms, the English language version of these Terms will control if there is any conflict.

16.4 Notice. You agree that LiveKit may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Services. By providing LiveKit your email address, you consent to using the email address to send you any notices required by law in lieu of communication by postal mail.

16.5 No Waivers. You agree that if LiveKit does not exercise or enforce any legal right or remedy which is contained in the Terms (or which LiveKit has the benefit of under any applicable law), this will not be taken to be a formal waiver of LiveKit's rights and that those rights or remedies will still be available to LiveKit.

16.6 Governing Law. The Terms, and your relationship with LiveKit under the Terms, shall be governed by the laws of the State of California without regard to its conflict of laws provisions. You and LiveKit agree to resolve any claims relating to these Terms or the Services through final and binding arbitration, except as further set forth below. Any dispute will be administered by the American Arbitration Association under its Commercial Arbitration Rules by one arbitrator. The arbitration will take place in Santa Clara County in the English language. Either party may bring a lawsuit in court for claims for injunctive relief to stop unauthorized use or abuse of the Services or claims of intellectual property infringement without first engaging in the informal resolution process described above. You and LiveKit consent to the exclusive jurisdiction and venue of the federal or state courts of Santa Clara County, California. Prior to arbitration, however, each party agrees to participate in a half-day, non-binding mediation session conducted via videoconference (e.g., Zoom). Further, to the fullest extent permitted by law, you and LiveKit agree that no class or collective actions can be asserted in litigation, arbitration or otherwise. All claims, whether in litigation, arbitration or otherwise, must be brought solely in your or LiveKit's individual capacity, and not as a plaintiff or class member in any purported class or collective proceeding.

16.7 Assignment. Neither party may assign any of its rights or obligations under these Terms, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign the entirety of its rights and obligations under these Terms, without consent of the other party, to its affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets so long as such assignee assumes all of the assigning party's obligations hereunder. A party's sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non-assigning party's election, termination of your use of the Services upon written notice to the assigning party.