Terms of Use

1. Purpose

The LiveChannel Platform enables businesses to create integration agreements with other entities, allowing them to establish business terms, create digital integration details for transferring transactional information, and report on integration metrics.

2. Your Acceptance of this Agreement

By clicking "I Agree" or accessing the platform, you agree to be bound by this Agreement. You represent that you are 18+ years old (if individual) or have legal authority to bind your entity. If not acceptable, your sole remedy is to discontinue use.

3. Components of this Agreement

This Agreement incorporates by reference: Privacy Policy, These Terms of Service, Acceptable Use Policy (Attachment 1), and GDPR Processor terms (Attachment 2). Optional addenda may include Source/Supplier Integration, Account Management, Service Order, Support, and Storefront Shell addenda.

4. Modifications to this Agreement

Goodwell may modify this Agreement at any time. Modifications become effective upon posting. Continued use constitutes acceptance of changes.

5. Use of the LiveChannel Platform

You may access and use the platform per this Agreement, complying with all terms, policies, and applicable laws.

6. Your Account

You must set up an account with valid email and payment information. You agree to provide accurate, current information and keep it updated. You are responsible for securing your passwords and account activities.

7. Your Content; Anonymized Data; LiveChannel Platform Metrics

You are solely responsible for all content you load on the platform. You grant Goodwell rights to access, use, store, copy, modify, publish, and distribute your content to operate the platform. You retain ownership of your content. Goodwell may de-identify and aggregate your data for any purpose. Platform-generated usage data belongs to Goodwell.

8. Integration with other Users

You are solely responsible for developing, managing, and maintaining integration agreements with other platform users. Goodwell provides no responsibility regarding your engagement with other users, including determining template adequacy, integration operation, data flows, or regulatory compliance.

9. Support

Goodwell provides technical support via email or telephone during normal business hours per current guidelines. Additional support requires a separate support addendum.

10. License to Use the LiveChannel Platform

Goodwell grants you a limited, non-transferable, revocable license to access and use the platform per this Agreement. You may not copy, modify, reverse engineer, or transfer any rights. Goodwell retains all ownership and intellectual property rights.

11. Fees and Payment

Fees are set forth in the Fee Table accessible within the platform. Monthly billing applies; subscription fees invoiced in advance, commissions and additional services invoiced in arrears. Payment is due within 15 days. Goodwell may increase fees with 30 days' notice. Late payments accrue interest at 1.0% monthly (or highest legal rate).

12. Taxes

You are responsible for all applicable taxes. If withholding is required, you may deduct such taxes from amounts owed after securing official receipts for Goodwell's tax credit purposes.

13. Warranties

Goodwell warrants the platform performs substantially per published documentation. You warrant you have necessary rights in your content and will comply with all applicable laws. Both parties commit to legal compliance.

14. Third-Party Claims

You agree to defend Goodwell and its representatives from third-party claims arising from your breach, your content, or your interaction with other users. Goodwell agrees to defend you from claims that the platform infringes third-party intellectual property rights. Each party cooperates in defense at the requesting party's expense. No settlement may obligate the other party without written consent.

15. Disclaimer of Warranties; Limitations on Liability

Except express warranties in Section 13, the platform is provided "AS IS" without warranties of merchantability, fitness, title, or non-infringement. Use is at your own risk. Goodwell is not liable for indirect, punitive, incidental, or consequential damages. Aggregate liability does not exceed fees paid in the preceding 12 months.

16. Term and Termination

The Agreement commences on the Effective Date and continues until terminated. Either party may terminate for material breach uncured 30 days after notice, or for convenience with 180 days' notice. Upon termination, Goodwell may delete all information and disable integrations. Specified sections survive termination.

17. Temporary Suspension

Goodwell may immediately suspend access if you breach the Agreement, pose security risks, or cease ordinary operations or enter bankruptcy proceedings.

18. Public and Third Party Communication

You may not upload content that is illegal, fraudulent, libelous, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, or harassing, or that violates policies. Communications may not be secure or private. Goodwell is not responsible for third-party communications or actions.

19. Suggestions

Goodwell may use any suggestions you provide without restriction or obligation.

20. Dispute Resolution

Claims arising from this Agreement are governed by Washington state law, with venue in Seattle, King County, Washington courts. The prevailing party in enforcement actions recovers reasonable attorney fees.

21. Assignment

You may not assign this Agreement without Goodwell's written consent. Goodwell may assign upon notice.

22. Relationship of the Parties

This Agreement establishes no partnership, joint venture, employment, or agency. Neither party may bind the other without prior written consent.

23. Copyright Infringement Notice

Goodwell respects intellectual property rights and responds to proper copyright infringement notices. Provide: copyright owner signature, identification of copyrighted work, identification of infringing material, your contact information, good faith statement, and accuracy statement.

Chief Privacy Officer
Goodwell Technologies, Inc.
2018 156th Ave NE
Bellevue, WA 98007

24. Third Party Services and Links

Third-party services and linked sites are used at your own risk. Goodwell is not liable for third-party services or content.

25. Privacy

Goodwell processes personal information per its privacy policy at livechannel.com/Privacy-Policy.

26. Trademark Usage

You grant Goodwell a non-exclusive, royalty-free license to use your trademarks and logos during the Term in connection with platform provision and promotion, per your usage guidelines. All goodwill associated with your marks inures to your benefit.

27. Confidentiality

This Agreement and non-public platform components are Goodwell's confidential information. You will not disclose without prior written consent. If legally required to disclose, you will provide advance notice and opportunity to intervene. Protect Goodwell's confidential information per industry standards.

28. Force Majeure

Neither party is liable for failures due to causes beyond reasonable control (wars, acts of God, earthquakes, floods, etc.), except payment obligations.

29. Your End User Terms and Privacy Policy

You must include valid end-user terms protective of Goodwell as contained herein. For customer-facing websites, include a privacy policy complying with applicable laws, informing customers about data collection, use, storage, security, and disclosure, and describing customer controls over data.

30. Notice

Goodwell provides notice via your registration email. You provide notice to Chief Privacy Officer, Goodwell Technologies, Inc., 2018 156th Ave NE, Bellevue, WA 98007.

31. English Language

The English version controls; non-English versions are for convenience only.

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Attachment 1: Acceptable Use Policy

You may not use the Service in ways that violate law; violate others' rights; gain unauthorized access or disrupt services; spam or distribute malware; harm the Service or impair others' use; involve applications where failure could cause death or serious injury; or use, encourage, or promote illegal, harmful, or fraudulent activities.

Violations may result in service suspension. Goodwell will provide reasonable notice before suspension unless immediate suspension is required. Goodwell may investigate violations and report suspected violations to law enforcement. Users must immediately notify Goodwell of violations.

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Attachment 2: GDPR Processor

This attachment establishes binding commitments regarding Personal Data processing per Article 28 of the GDPR.

Processor and Controller Roles: Depending on context, either party may be controller or processor. Processing occurs only on documented instructions from the controlling party.

Processing Details: Processing covers Personal Data within GDPR scope, lasting through service provision and data deletion per instructions, to facilitate Services.

Data Subject Rights: Each party enables the other to fulfill data subject rights under the GDPR. Processors redirect requests to controllers. Controllers respond, using Service functionality as necessary.

Records: Each party maintains GDPR Article 30(2) records and makes them available upon request.

Relevant GDPR Obligations: Neither party engages processors without authorization. Processing follows Article 28 requirements: documented instructions, confidentiality, Article 32 security measures, processor conditions, data subject assistance, GDPR compliance assistance, data deletion/return, and audit access.

Security Measures: Security measures per Article 32 include pseudonymization, encryption, system resilience, incident recovery capabilities, and regular testing. Data breach notification occurs per Article 33(2).