Terms of Service
Terms, rules and restrictions pertaining to LiveKit's cloud-managed service.
Last Updated: 03/06/2022
1. GENERAL TERMS
1.1 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 and other infrastructure-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 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 actually using the Services. You understand and agree that LiveKit will treat your use of the Services as acceptance of the Terms from that point onwards.
1.3 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.
1.4 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 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.
2.2 Your use of the Services must comply with all applicable laws, regulations and ordinances, including any laws regarding the export of data or software.
2.3 You agree not to (a) access (or attempt to access) the administrative interface of the Services (the "LiveKit Cloud Portal") by any means other than through the interface that is provided by LiveKit in connection with the Services, unless you have been specifically allowed to do so in a separate agreement with LiveKit, or (b) engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).
2.4 Your account's service capacity (its "Service Capacity") has "hard" and "soft" usage limits, as set forth on the LiveKit Cloud Portal and further explained 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 soft usage limits in its sole discretion. Repeated exceeding of the hard or soft usage limits may lead to termination of your account.
3. SERVICES POLICIES AND PRIVACY
3.1 You agree to comply with the LiveKit Acceptable Use Policy available at https://livekit.io/legal/acceptable-use-policy (the "Acceptable Use Policy") which is incorporated herein by this reference and which may be updated from time to time.
3.4 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), Internet service provider failures or delays, or denial of service attacks.
4. PAYMENT OF FEES
4.1 You will pay LiveKit the then applicable fees for the Services and implementation services as 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.
4.2 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. You are responsible for all taxes associated with Services other than U.S. taxes based on LiveKit's net income.
4.3 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.
4.4 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.
4.5 You may not develop Cloud Applications (as defined in Section 5.1 below) 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.
5. CONTENT AND CLOUD APPLICATIONS
5.1 You understand that all information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) 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. All such information is referred to below as the "Content." The term Content shall specifically exclude applications that you create using the Services and any source code written by you to be used with the Services (collectively, "Cloud Applications").
5.2 You are solely responsible for (and LiveKit has no responsibility to you or to any third party for) the Cloud Applications or any Content that you create, transmit or display while using the Services and for the consequences of your actions (including any loss or damage which LiveKit may suffer) by doing so.
5.3 You agree that LiveKit has no responsibility or liability for the deletion or failure to store any Content and other communications maintained or transmitted through use of the Services. You further acknowledge that you are solely responsible for securing and backing up your own Cloud Applications and any Content.
6. PROPRIETARY RIGHTS; CONFIDENTIALITY
6.1 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).
6.2 Except as provided in Section 8, LiveKit acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under these Terms in or to any Content or Cloud 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 Cloud Application (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with LiveKit, you are responsible for protecting and enforcing those rights and that LiveKit has no obligation to do so on your behalf.
6.3 In connection with these Terms, 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, including without limitation these Terms ("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.
7. LICENSE FROM LIVEKIT AND RESTRICTIONS
7.1 LiveKit hereby grants you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to access and use the Services and to use the software provided to you by LiveKit as part of the Services. This license is for the sole purpose of enabling you to use the Services as provided by LiveKit, solely in order to create Cloud Applications and for no other purpose, in the manner permitted by the Terms.
7.2 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, unless this is expressly permitted or required by law, or unless you have been specifically granted permission to do so by LiveKit, in writing (e.g., through an open source software license); or (b) attempt to disable or circumvent any security mechanisms used by the Services.
7.3 Open source software licenses for components of the Services released under an open source license constitute separate written agreements. To the limited extent that the open source software licenses expressly supersede these Terms, the open source licenses govern your agreement with LiveKit for the use of the components of the Services released under an open source license.
7.4 LiveKit hereby grants you a limited, non-exclusive, 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. You agree that all goodwill generated through your use of the LiveKit Marks shall inure to the benefit of LiveKit.
8. LICENSE FROM YOU
8.1 LiveKit claims no ownership or control over any Content or Cloud Application. You retain copyright and any other rights you already hold in the Content and/or Cloud Application, and you are responsible for protecting those rights, as appropriate. By (a) submitting, posting or displaying the Content on or through the Services, or (b) creating a Cloud Application through use of the Services, as applicable, you give LiveKit a worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such Content or Cloud Application, respectively, for the sole purpose of enabling LiveKit to provide you with the Services. Notwithstanding the foregoing and except as prohibited by applicable law, LiveKit may collect, extract, compile, store, synthesize, modify, analyze, and use all Telemetry Data (as defined below) in an anonymized, aggregated format rendered such that said Telemetry Data cannot be used to identify you or any other unique individual or entity (whether alone or in combination with any other information), and may also use such anonymized, aggregated Telemetry Data solely for the purposes of benchmarking (including the provision of benchmark reporting to its customers), data analysis and to improve LiveKit's products, services, system, and algorithms. "Telemetry Data" means any non-personally identifiable data of yours collected by LiveKit or the Services during the Term.
8.2 By adding a collaborator to Cloud Application(s), you hereby grant to that user a non-exclusive, royalty-free, non-transferable license, with no right to sub-license, to use, display, perform, reproduce, modify, publish, distribute, list information regarding, edit, translate and analyze such Cloud Application(s) and Content as permitted by the relevant Services functionality or features for the sole purpose of collaborating on development of the Cloud Application(s).
8.3 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 agree that your disclosure is gratuitous, unsolicited and without restriction and will not place LiveKit under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone.
8.4 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. MODIFICATION AND TERMINATION
9.1 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, subject to the terms in Section 4.3. If we change the Services such that there is a material reduction in their features and/or functionality, you may reject the changes by terminating your account. 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.
9.2 These Terms will commence upon activation of your account for the Services and continue on a month-to-month basis until termination of your account (the "Term").
9.3 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.
9.4 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.
9.5 You are solely responsible for exporting your Content and Cloud Application(s) from the Services prior to termination of your account for any reason, provided that if we terminate your account, we will provide you a reasonable opportunity to retrieve Content and Cloud Application(s).
9.6 Upon any termination of the Services or your account these Terms will also terminate, but Sections 6.1, 7.2, 9, 10, 11, 12, and 15 shall continue to be effective after these Terms are terminated.
10. EXCLUSION OF WARRANTIES
10.1 NOTHING IN THESE TERMS, INCLUDING SECTIONS 10 AND 11, SHALL EXCLUDE OR LIMIT LIVEKIT'S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.
10.2 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."
10.3 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.
11. LIMITATION OF LIABILITY
11.1 SUBJECT TO SECTION 10.1 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 DIRECT, 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.
11.2 THE LIMITATIONS ON LIVEKIT'S LIABILITY TO YOU IN SECTION 11.1 ABOVE SHALL APPLY WHETHER OR NOT LIVEKIT HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
12.1 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.
12.2 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, or (d) your Content or your Cloud Application, 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.
13. OTHER CONTENT OR RESOURCES
13.1 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.
13.2 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.
13.3 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.
14. CHANGES TO THE TERMS
14.1 LiveKit may make changes to the Terms from time to time. If we change the Terms in any substantive way, you may reject the changes by terminating your account.
14.2 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.
15. GENERAL LEGAL TERMS
15.1 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.
15.2 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.
15.3 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.
15.4 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 our using the email address to send you any notices required by law in lieu of communication by postal mail.
15.5 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.
15.6 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 submit to the exclusive jurisdiction of the courts located within Santa Clara County, California to resolve any legal matter arising from the Terms. Prior to litigation, however, each party agrees to participate in a half-day, non-binding mediation session conducted via videoconference (e.g., Zoom).
15.7 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 not involving a direct competitor of the other party. 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.