Terms & Conditions

LIVE AWARE Software Licence, Subscription,
Warranty And General Terms & Conditions

Last Updated: 08 August 2026 – 08-08-2026 Version: 1.0

1. COMPANY INFORMATION

These Software Licence, Subscription, Warranty and General Terms and Conditions (“Terms”) govern the purchase, subscription, licensing, access to and use of software, mobile applications, platforms, modules, systems, services, interfaces, APIs, developments and associated technology provided by: LIVE AWARE LTD 128 City Road London EC1V 2NX United Kingdom Registered in the United Kingdom Company Number: 17360063 Email: info@live-aware.com Hereinafter referred to as: “LIVE AWARE”, “Company”, “we”, “us” or “our”. The contracting customer, purchaser, subscriber, organisation, company, institution, governmental body, reseller where expressly authorised, or other legal entity purchasing or accessing the Services is referred to as: “Customer”, “Client”, “you” or “your”. Individual persons accessing Services on behalf of a Customer are referred to as “Authorised Users”.

PART I – GENERAL CONTRACT FRAMEWORK

2. APPLICATION OF THESE TERMS

These Terms apply to all products and services supplied by LIVE AWARE unless LIVE AWARE expressly agrees otherwise in a written agreement signed by an authorised representative. These Terms apply, without limitation, to:

Mobile Applications;
mobile software modules;
LIVE AWARE Platform Access;
Command modules;
Oversight modules;
Insights modules;
dashboards;
administration environments;
monitoring environments;
command-and-control functionality;
BLE detection functionality;
sensor integrations;
APIs;
cloud platforms;
hosted services;
stand-alone deployments;
on-premise deployments;
server software;
gateways;
connectors;
analytics software;
alerting functionality;
security functionality;
reporting modules;
user accounts;
administrator accounts;
licensed software;
licensed intellectual property;
customised developments;
Customer-specific developments;
integrations;
software extensions;
upgrades;
updates;
technical services;
configuration services;
maintenance;
Service Level Agreements;
support plans;
data services;
professional services; and
any other LIVE AWARE technology or service provided on a paid or licensed basis.

Collectively these are referred to as the “Services”.

3. BUSINESS-TO-BUSINESS BASIS

Unless expressly agreed otherwise by LIVE AWARE in writing, the Services are offered for professional, organisational, commercial, governmental, institutional or business purposes. A Customer purchasing Services represents that it is acting wholly or mainly for purposes relating to its trade, business, craft or profession. Where an individual nevertheless qualifies as a “consumer” under mandatory applicable law, mandatory consumer rights will apply notwithstanding any provision of these Terms that would otherwise conflict with those rights. Nothing in these Terms excludes a statutory right that applicable law prohibits the parties from excluding.

4. CONTRACT FORMATION

A binding agreement may arise when the Customer does one or more of the following:

signs an order;
signs a quotation;
signs an agreement;
submits a purchase order accepted by LIVE AWARE;
purchases a subscription;
electronically accepts these Terms;
creates or activates a paid account;
activates a licence;
installs licensed Software after receiving these Terms;
activates a paid module;
orders an SLA;
pays an invoice referring to these Terms; or
otherwise expressly agrees to acquire Services subject to these Terms.

Where the Customer purchases Services through an authorised purchasing procedure, order form, quotation or electronic checkout, those documents form part of the agreement.

5. ORDER OF PRECEDENCE

In the event of an irreconcilable conflict between contractual documents, the following order of precedence applies unless expressly agreed otherwise:

a specifically negotiated agreement signed by LIVE AWARE and the Customer;
a signed order form or Statement of Work;
an applicable Data Processing Agreement;
an applicable SLA;
these Terms;
applicable product documentation;
other published policies.

A purchase order issued by a Customer does not amend these Terms merely because it contains Customer purchasing terms. Customer purchasing terms are rejected unless expressly accepted in writing by an authorised representative of LIVE AWARE.

PART II – RECURRING SUBSCRIPTIONS

6. ALL SOFTWARE MODULES ARE RECURRING SERVICES

Unless an applicable Order expressly identifies a licence as a perpetual licence, all LIVE AWARE Software Modules and access rights are supplied on a recurring subscription basis. This expressly includes, without limitation: Mobile Applications, Platform Access, Command, Oversight, Insights, dashboards, interfaces, hosted environments, API access, data-processing environments, analytics functionality, software modules, cloud functionality, extensions, integrations and associated software services. A Customer does not obtain permanent ownership of the Software merely because it has paid subscription charges.

7. SUBSCRIPTION COMMENCEMENT

Each paid Subscription commences from the applicable Subscription Start Date. Unless otherwise stated in the Order, the Subscription Start Date is the earliest of:

the purchase date;
invoice commencement date;
account activation date;
licence activation date;
date on which access credentials are issued;
date on which the relevant module becomes available to the Customer; or
another commencement date expressly identified by LIVE AWARE.

The Subscription Period begins whether or not the Customer immediately chooses to use all available functionality. Failure to log in, activate users, configure devices or make active use of a purchased module does not postpone the Subscription Start Date.

8. AUTOMATIC RENEWAL

Every Subscription automatically renews at the end of its then-current Subscription Period unless validly cancelled in accordance with these Terms. The renewal will ordinarily be for a period equal to the immediately preceding Subscription Period unless otherwise stated in the applicable Order. For example:

a monthly Subscription ordinarily renews monthly;
a quarterly Subscription ordinarily renews quarterly;
an annual Subscription ordinarily renews annually; and
another agreed fixed-period Subscription ordinarily renews for the same recurring period.

Automatic renewal forms an essential element of the commercial agreement.

9. TWENTY-ONE-DAY CANCELLATION NOTICE

For business Customers, cancellation of renewal must reach LIVE AWARE not less than twenty-one (21) calendar days before the beginning of the next recurring Subscription Period. Notice received less than twenty-one (21) calendar days before renewal will ordinarily take effect only at the end of the following recurring Subscription Period. Accordingly, where the 21-day cancellation deadline has passed, the forthcoming renewal remains payable in full. This provision is subject to mandatory laws that provide otherwise.

10. REQUIRED METHOD OF CANCELLATION

For business Subscriptions contracted directly with LIVE AWARE, cancellation notices must be sent to: info@live-aware.com The required email subject is: “Cancel Subscription [ID-Number]” The Customer must replace [ID-Number] with the individual Subscription ID that it wishes to cancel. Example: Cancel Subscription 123456

11. EACH SUBSCRIPTION MUST BE CANCELLED SEPARATELY

Where a Customer holds multiple Subscriptions, modules, sites, environments, licences or Subscription IDs, each Subscription must be expressly identified for cancellation. A cancellation relating to one Subscription ID does not automatically cancel:

another Subscription ID;
another software module;
another platform licence;
another site;
another SLA;
another API licence;
another Mobile Application licence;
another user package;
another deployment; or
another Customer account.

The Customer remains responsible for verifying which subscriptions remain active.

12. CONTENT OF CANCELLATION NOTICE

To minimise uncertainty, a cancellation notice should include:

Customer legal name;
Subscription ID;
account number, if applicable;
authorised contact name;
relevant product or module;
requested cancellation;
requested effective date; and
sufficient information to identify the Subscription.

LIVE AWARE may request reasonable verification where there is uncertainty concerning whether a person requesting cancellation is authorised to act for the Customer.

13. CANCELLATION DOES NOT TERMINATE CURRENT PERIOD

A valid cancellation prevents the relevant Subscription from renewing after the applicable cancellation-effective date. Cancellation does not ordinarily:

retrospectively terminate an already commenced Subscription Period;
reduce charges for an already commenced Subscription Period;
generate a prorated refund;
cancel unpaid invoices;
eliminate accrued charges;
eliminate contractual liabilities already incurred; or
entitle the Customer to repayment of previously paid fees.

14. SUBSCRIPTIONS PURCHASED THROUGH THIRD PARTIES

Where a Subscription is purchased through an application marketplace, authorised reseller or third-party payment platform, cancellation may additionally need to be completed through the relevant third-party platform. Where mandatory rules imposed by Apple, Google or another marketplace apply to a marketplace transaction, those rules may govern the mechanics of cancellation and payment to the extent legally required.

PART III – PAYMENT TERMS

15. PAYMENT OBLIGATION

Subscription charges are due in accordance with the applicable quotation, invoice, Order, purchase process or billing schedule. Unless otherwise expressly agreed:

fees are payable in advance;
access is conditional upon payment;
subscription fees continue throughout every active Subscription Period; and
renewal charges become due upon renewal.

16. NON-REFUNDABLE PAYMENTS

For business Customers, all amounts paid or payable to LIVE AWARE are non-refundable once the applicable Service, licence, subscription, development, access right, module or Subscription Period has commenced, except:

where LIVE AWARE expressly agrees otherwise in writing;
where a specific contractual remedy expressly provides for a refund;
where an erroneous duplicate charge is confirmed;
where applicable mandatory law requires a refund; or
where a court or competent authority finally determines that a refund is legally required.

The Customer acknowledges that LIVE AWARE reserves infrastructure, software capacity, licences, engineering resources, support capacity and operational resources based upon contracted subscriptions. Accordingly, non-use does not create a right to a refund.

17. NO REFUNDS FOR UNUSED SERVICES

Subject to mandatory law, LIVE AWARE does not provide refunds or credits because:

the Customer does not use the Services;
an Authorised User does not log in;
hardware is not installed on time by the Customer;
Customer personnel do not complete implementation;
the Customer changes its business strategy;
the Customer ceases a project;
the Customer has excess licences;
personnel leave the Customer;
a third-party integration is discontinued;
the Customer no longer requires the Services;
the Customer fails to cancel before the cancellation deadline; or
the Customer fails to utilise available capacity.

18. NO PRORATED REFUNDS

Unless expressly agreed, cancellation during an active Subscription Period does not entitle a business Customer to a prorated refund. Access may continue until the relevant effective termination date unless suspended under these Terms.

19. TAXES

Fees are exclusive of VAT, sales tax, withholding tax and similar governmental charges unless expressly stated otherwise. The Customer is responsible for applicable taxes other than taxes imposed directly upon LIVE AWARE’s net income.

20. LATE PAYMENT

Where payment is overdue, LIVE AWARE may, subject to applicable law:

charge contractual or statutory interest;
charge legally recoverable debt-recovery costs;
suspend access;
suspend support;
suspend APIs;
disable licences;
restrict administrative functionality;
postpone deliverables;
decline further work; and
commence collection proceedings.

Suspension does not extinguish payment obligations.

21. PAYMENT METHOD

The Customer authorises LIVE AWARE and its authorised payment providers to process recurring charges using the payment method supplied for recurring subscriptions where such authority has been validly obtained. The Customer is responsible for maintaining current billing information.

22. FAILED PAYMENTS

A failed payment does not cancel a Subscription. LIVE AWARE may retry collection and may require alternative payment information. The Customer remains liable for amounts properly due.

PART IV – BILLING DISPUTES, CHARGEBACKS AND FALSE CLAIMS

23. GOOD-FAITH BILLING DISPUTES

LIVE AWARE recognises the Customer’s right to raise genuine billing concerns. The Customer should promptly notify LIVE AWARE of a disputed invoice and provide sufficient details for LIVE AWARE to investigate. Nothing in these Terms is intended to penalise a Customer merely for raising a legitimate dispute in good faith.

24. FALSE, FRAUDULENT OR BAD-FAITH CLAIMS

The Customer must not knowingly submit or procure:

fabricated claims;
knowingly false claims;
fraudulent refund applications;
fraudulent payment disputes;
knowingly false chargebacks;
deliberately misleading statements concerning payment authorisation;
false assertions that Services were never ordered where documented evidence proves otherwise;
forged cancellation requests;
manipulated records;
falsified evidence;
repeated claims already conclusively demonstrated to be false; or
other deliberately dishonest payment or contractual claims.

For purposes of this provision, a claim is not considered false merely because LIVE AWARE disagrees with it. There must be reasonable evidence of intentional falsity, fraud, fabrication, dishonesty or bad faith.

25. £1,500 BAD-FAITH CLAIM CHARGE

Where LIVE AWARE reasonably establishes that a business Customer has deliberately made or procured a materially fraudulent, fabricated or knowingly false claim as described above, LIVE AWARE may charge the Customer £1,500 per substantiated false claim, to the extent permitted by applicable law. The parties acknowledge that false payment claims may require LIVE AWARE to incur substantial operational costs involving:

management investigation;
accounting investigation;
payment-provider correspondence;
banking correspondence;
retrieval and examination of records;
technical log analysis;
legal review;
employee time;
external professional assistance;
administrative processing;
evidence preparation;
fraud-prevention activity; and
dispute management.

The £1,500 amount is intended as an agreed contribution towards administrative, investigation and enforcement costs arising from demonstrably bad-faith conduct and not as punishment for a genuine contractual disagreement. This clause does not apply merely because:

a Customer submits a genuine complaint;
a Customer asks for clarification;
a Customer raises a genuine billing error;
a claim ultimately fails;
a Customer seeks legal advice;
a Customer exercises a mandatory legal right; or
a good-faith disagreement exists concerning contractual interpretation.

If the fixed amount is held unenforceable in a particular circumstance, LIVE AWARE reserves the right, where legally permissible, to recover its actual reasonably incurred losses, costs and expenses resulting from fraudulent or deliberately false conduct.

26. UNJUSTIFIED CHARGEBACKS

A Customer must first use reasonable commercial efforts to contact LIVE AWARE concerning a disputed charge before initiating a chargeback, except where doing so would be unreasonable or legally unnecessary. A knowingly false chargeback may constitute a material breach. LIVE AWARE may provide relevant contractual and technical evidence to:

banks;
card issuers;
payment processors;
acquiring banks;
payment platforms;
fraud-prevention providers; and
other organisations reasonably involved in investigating the transaction.

PART V – SOFTWARE LICENCE

27. LICENCE GRANT

Subject to full and timely payment and continued compliance with these Terms, LIVE AWARE grants the Customer a limited, non-exclusive, non-transferable and non-sublicensable right during the applicable Subscription Period to access and use the applicable Software solely:

for the Customer’s authorised internal purposes;
within purchased capacity;
within authorised deployments;
through authorised accounts; and
in accordance with applicable Documentation.

No ownership rights are transferred.

28. OWNERSHIP

LIVE AWARE and/or its licensors retain all right, title and interest in and to:

Software;
source code;
object code;
algorithms;
architectures;
interfaces;
APIs;
databases;
schemas;
protocols;
libraries;
connectors;
templates;
dashboards;
documentation;
processes;
methods;
inventions;
discoveries;
designs;
workflows;
concepts;
know-how;
trade secrets;
trademarks;
copyrights;
patents;
patentable inventions;
derivative technology;
developments;
improvements;
updates;
upgrades; and
other intellectual property.

Except where expressly agreed otherwise in a signed document, all intellectual property rights remain vested in LIVE AWARE or its licensors.

29. CUSTOM DEVELOPMENTS

Unless a Statement of Work expressly transfers identified intellectual property rights to the Customer in writing, bespoke or customised developments remain owned by LIVE AWARE. Payment for customised development ordinarily purchases:

the development service; and/or
a licence to use the resulting functionality,

rather than ownership of underlying intellectual property.

30. PRE-EXISTING INTELLECTUAL PROPERTY

LIVE AWARE retains all rights in any technology, methodology, software, code, library, architecture, component or know-how existing before or independently of a Customer engagement. Such intellectual property is Background IP. No Customer acquires ownership of Background IP merely because Background IP is incorporated into a customised implementation.

31. DERIVATIVE AND REUSABLE TECHNOLOGY

Unless prohibited by an expressly signed agreement, LIVE AWARE may retain and use generalised knowledge, techniques, concepts, architectures and non-Customer-specific improvements developed during performance of Services. LIVE AWARE will not thereby acquire ownership of Customer confidential information.

PART VI – PROHIBITED ACTIVITIES

32. NO REVERSE ENGINEERING

Except to the limited extent a restriction cannot lawfully be imposed, the Customer must not:

reverse engineer;
reverse assemble;
decompile;
disassemble;
decode;
translate;
derive source code;
discover internal algorithms;
access hidden system components;
bypass licence controls; or
attempt to reconstruct the Software.

33. NO COPYING

Except for copies expressly authorised by LIVE AWARE or unavoidable technical copies generated during legitimate use, the Customer must not reproduce the Software.

34. NO MODIFICATION

The Customer must not modify, patch, alter, manipulate, adapt or create unauthorised derivative works from the Software.

35. NO RESALE

The Customer must not resell, redistribute, lease, rent, sublicense, white-label or commercially provide access to LIVE AWARE Software unless LIVE AWARE has expressly authorised such activity in writing.

36. NO ACCESS SHARING

User accounts may not be shared between persons where individual user licensing applies. The Customer is responsible for preventing unauthorised account sharing.

37. SECURITY TESTING

The Customer must not conduct penetration testing, vulnerability scanning, load testing or intrusive security testing against LIVE AWARE-hosted infrastructure without prior written authorisation. Responsible disclosure of suspected vulnerabilities is not prohibited.

38. NO MALICIOUS ACTIVITY

The Customer must not:

introduce malware;
introduce ransomware;
execute denial-of-service attacks;
manipulate logs;
bypass security controls;
interfere with other Customers;
access data belonging to another Customer;
attempt credential theft;
probe infrastructure without permission; or
otherwise deliberately compromise the Services.

PART VII – SOFTWARE WARRANTY

39. LIMITED SOFTWARE WARRANTY

Subject to the exclusions contained in these Terms, LIVE AWARE warrants that Software delivered by LIVE AWARE will, when used materially in accordance with the applicable Documentation and within a supported environment, substantially conform to the Documentation for a period of thirty (30) days following initial delivery or initial production availability, whichever occurs first. This is the Limited Warranty Period.

40. SCOPE OF WARRANTY

The warranty relates to reproducible material defects in Software supplied by LIVE AWARE. A minor discrepancy, aesthetic issue, feature preference or difference that does not materially prevent the Software from performing its documented principal functionality does not constitute a material defect.

41. WARRANTY NOT A GUARANTEE OF ERROR-FREE SOFTWARE

Software is inherently complex. LIVE AWARE does not warrant that:

Software will contain no defects;
every defect can be reproduced;
every defect can be corrected;
Services will operate continuously;
Services will never experience latency;
every integration will remain compatible;
third-party platforms will remain unchanged;
every BLE signal will be detected;
every security threat can be identified; or
the Software will be suitable for every Customer-specific purpose.

42. WARRANTY CLAIM PROCEDURE

A Customer requesting warranty remediation must provide reasonably sufficient information to enable investigation, including where available:

Subscription ID;
module;
environment;
software version;
affected device;
screenshots;
logs;
timestamps;
description of expected behaviour;
description of observed behaviour;
reproduction steps; and
other reasonably requested diagnostic information.

LIVE AWARE may require its technical specialists or developers to reproduce and examine the alleged defect before determining an appropriate remedy.

43. EXCLUSIVE WARRANTY REMEDIES

Where a qualifying warranty defect is confirmed during the Limited Warranty Period, LIVE AWARE may, at its reasonable discretion:

repair the affected Software;
provide a workaround;
remotely correct the defect;
provide an update;
replace the affected component;
reconfigure the Software;
provide alternative substantially equivalent functionality; or
where no commercially reasonable remediation is available, terminate the materially affected Service and provide any remedy strictly required under the applicable agreement or mandatory law.

LIVE AWARE determines the technically appropriate remediation method.

44. REASONABLE REMEDIATION PERIOD

LIVE AWARE will use commercially reasonable efforts to address a confirmed material warranty defect. A stated remediation objective is not a guarantee unless expressly identified as a binding service level in a purchased SLA.

PART VIII – WARRANTY EXCLUSIONS

45. CUSTOMER MODIFICATIONS

The warranty does not apply to defects arising from:

unauthorised modifications;
unauthorised custom code;
Customer patches;
configuration outside Documentation;
third-party modifications;
manipulation;
tampering; or
attempts to alter protected Software components.

46. HARDWARE

Unless expressly supplied and warranted by LIVE AWARE under a separate hardware warranty, defects arising from third-party hardware are excluded. This may include:

smartphones;
tablets;
routers;
Bluetooth equipment;
BLE beacons;
servers;
network equipment;
sensors;
access points;
computers;
cables; and
gateways.

47. THIRD-PARTY SOFTWARE

LIVE AWARE is not responsible for defects caused solely by third-party systems beyond its reasonable control. Examples include:

operating systems;
cloud services;
mobile operating systems;
browsers;
app stores;
third-party APIs;
network providers;
telecommunications providers;
customer databases;
hardware firmware; and
third-party authentication systems.

48. COMMUNICATION FAILURES

Software functionality dependent upon communications may be affected by:

internet outages;
cellular outages;
Wi-Fi failures;
firewall configuration;
DNS failures;
third-party network restrictions;
latency;
packet loss;
Bluetooth interference; or
telecommunications-provider failures.

Such failures do not constitute a LIVE AWARE Software defect where their cause lies outside LIVE AWARE-controlled systems.

49. CUSTOMER ENVIRONMENT

The warranty does not cover problems caused by:

unsupported infrastructure;
obsolete operating systems;
insufficient memory;
insufficient CPU capacity;
inadequate disk capacity;
Customer network configuration;
defective Customer hardware;
incompatible Customer software;
Customer firewall rules;
incorrect deployment; or
non-compliance with documented technical requirements.

50. MISUSE

The warranty excludes defects or issues arising from:

abuse;
misuse;
negligent use;
unauthorised access;
use outside documented parameters;
malicious activity;
excessive unsupported workloads;
security attacks;
manipulation;
attempted reverse engineering; or
other use contrary to these Terms.

PART IX – SLA AND SUPPORT

51. NO GENERAL SUPPORT OBLIGATION WITHOUT SLA

Unless support is expressly included in an Order, LIVE AWARE has no contractual obligation to provide continuous support, maintenance or guaranteed response times merely because the Customer has purchased a Software licence or Subscription.

52. SERVICE LEVEL AGREEMENTS

Ongoing technical support, maintenance commitments and defined response targets are governed by the applicable Service Level Agreement (“SLA”) purchased by the Customer. Different SLA tiers may provide different:

support hours;
communication channels;
response objectives;
escalation paths;
service availability targets;
incident classifications;
technical support scope;
maintenance services;
account management; and
emergency assistance.

53. NO IMPLIED SLA

No response time, resolution target, availability target or service credit applies unless expressly included in the purchased SLA. Historical response performance does not create an implied SLA.

54. SLA REQUIRED FOR CONTINUOUS SUPPORT

Where continuous technical support, active monitoring, real-time response, maintenance or escalation services are required, the Customer must purchase and maintain an applicable SLA.

55. EMERGENCY SUPPORT WITHOUT APPROPRIATE SLA

Where a Customer without an appropriate SLA requests urgent, emergency, expedited or out-of-scope assistance, LIVE AWARE may offer such assistance subject to:

personnel availability;
payment of an emergency response fee;
applicable hourly rates;
minimum engagement charges; and
any required SLA upgrade.

LIVE AWARE is not obligated to accept emergency work outside a contracted SLA.

56. SLA UPGRADE

If a Customer requires a support level exceeding its purchased SLA tier, LIVE AWARE may require an SLA upgrade. The upgrade may take effect immediately upon purchase or on another date determined in the applicable Order.

PART X – EVALUATION AND TRIAL SOFTWARE

57. EVALUATION SOFTWARE

LIVE AWARE may provide evaluation, demonstration, proof-of-concept or trial Software. Unless otherwise agreed in writing, an evaluation period will not exceed thirty (30) days.

58. EVALUATION COMMENCEMENT

The evaluation period begins when LIVE AWARE first makes the evaluation Software available to the Customer. Failure by the Customer to actively test the Software does not extend the evaluation period.

59. TRIAL SOFTWARE PROVIDED AS-IS

To the maximum extent permitted by applicable law, trial, beta, evaluation and proof-of-concept Services are provided on an “as is” and “as available” basis. They may contain experimental functionality and are not intended for reliance in mission-critical environments unless LIVE AWARE expressly agrees otherwise.

60. AUTOMATIC DISABLING

Evaluation software may contain technical mechanisms that:

expire licences;
restrict access;
disable functionality;
require online activation;
limit users;
limit usage;
limit devices;
limit retention;
restrict exports; or
otherwise prevent continued use following expiry.

The Customer must not circumvent such mechanisms.

PART XI – AVAILABILITY AND TECHNOLOGICAL LIMITATIONS

61. NO ABSOLUTE AVAILABILITY GUARANTEE

Unless expressly provided by an SLA, LIVE AWARE does not guarantee uninterrupted availability.

62. MAINTENANCE

LIVE AWARE may perform scheduled or emergency maintenance. Functionality may temporarily be unavailable during maintenance.

63. UPDATES

LIVE AWARE may issue updates, upgrades, patches, bug fixes and security updates. Customers may be required to install updates in order to maintain:

compatibility;
security;
support eligibility; or
functionality.

64. LEGACY VERSIONS

LIVE AWARE is not required to indefinitely support every historic software version.

65. BETA FUNCTIONALITY

Features identified as beta, preview, experimental, test or similar may be changed or withdrawn. Such functionality should not be relied upon as if it were generally available production functionality.

PART XII – BLE AND SENSOR LIMITATIONS

66. BLE DETECTIONS

Where the Services use Bluetooth Low Energy or similar radio technology, the Customer acknowledges that detections are affected by physical and technical circumstances.

67. NO GUARANTEE OF PHYSICAL DISTANCE

Signal strength does not establish precise physical distance. Walls, objects, persons, interference, antenna orientation and device characteristics may materially affect radio signals.

68. NO GUARANTEE OF PRESENCE

Detection of a device is not irrefutable proof that a particular individual was present. Similarly, failure to detect a device is not proof that an individual was absent.

69. CUSTOMER DECISION-MAKING

The Customer is responsible for evaluating detection information before making operational, disciplinary, security or other consequential decisions.

PART XIII – CUSTOMER DATA

70. CUSTOMER RESPONSIBILITY

The Customer is responsible for the legality, quality and appropriateness of data that it supplies, collects or processes through the Services where the Customer controls such processing.

71. ACCESS TO HOSTED DATA

For hosted Services, LIVE AWARE may access and process Customer Data where reasonably necessary for:

hosting;
technical support;
security;
maintenance;
backups;
troubleshooting;
incident response;
compliance;
service administration; and
other purposes permitted by the applicable agreement.

72. ON-PREMISE ENVIRONMENTS

Where Software is operated entirely within a Customer-controlled stand-alone or on-premise environment and no relevant data is transmitted to LIVE AWARE, LIVE AWARE may have no routine access to the Customer’s production data. The Customer assumes responsibility for administering such infrastructure.

73. DATA EXPORTS

Customers must protect exported information. LIVE AWARE is not responsible for Customer-controlled data after a lawful export has left LIVE AWARE-controlled systems, except where mandatory law provides otherwise.

PART XIV – SECURITY RESPONSIBILITIES

74. CUSTOMER SECURITY

The Customer must implement appropriate safeguards including:

secure credentials;
appropriate permissions;
supported software;
device security;
network controls;
staff training;
timely account revocation; and
protection of exported data.

75. COMPROMISED ACCOUNTS

The Customer must promptly notify LIVE AWARE if it reasonably suspects:

stolen credentials;
compromised accounts;
unauthorised access;
leaked API keys;
stolen devices; or
other security compromise.

76. CUSTOMER DELAY

LIVE AWARE is not responsible for additional harm caused by an unreasonable Customer delay in reporting a known security compromise within the Customer’s control.

PART XV – CONFIDENTIALITY

77. CONFIDENTIAL INFORMATION

Each party may receive confidential information from the other. Confidential information includes non-public:

technology;
pricing;
technical documentation;
security information;
business information;
roadmaps;
source code;
Customer data;
designs;
credentials; and
commercial information.

78. CONFIDENTIALITY OBLIGATION

Each party must take reasonable measures to protect the other party’s confidential information and use it only for purposes connected with the contractual relationship.

79. EXCLUSIONS

Confidentiality obligations do not ordinarily apply to information that:

becomes public without breach;
was already lawfully known;
is independently developed;
is lawfully received from a third party; or
must be disclosed by law.

PART XVI – CUSTOMER WARRANTIES

80. AUTHORITY

The Customer represents that the individual accepting these Terms has authority to bind the Customer.

81. LAWFUL USE

The Customer warrants that it will use the Services lawfully.

82. REQUIRED PERMISSIONS

The Customer is responsible for obtaining licences, permissions, consents, notices and other authorisations legally required for its deployment.

83. CUSTOMER-PROVIDED MATERIAL

The Customer warrants that it has appropriate rights to provide material submitted to LIVE AWARE.

PART XVII – INDEMNIFICATION

84. CUSTOMER INDEMNITY

To the maximum extent permitted by applicable law, the Customer shall indemnify and hold harmless LIVE AWARE, its directors, officers, employees, contractors, licensors and affiliates from third-party claims, liabilities, damages, reasonable costs and expenses arising from:

Customer misuse of the Services;
illegal deployment;
Customer infringement of third-party rights;
unlawful surveillance;
unlawful processing;
Customer-provided content;
unauthorised exports;
Customer breach of confidentiality;
intentional security attacks;
unauthorised modifications;
fraudulent claims;
fraudulent chargebacks;
breach of licence restrictions;
resale without permission;
Customer instructions that violate law; or
Customer breach of these Terms.

This indemnity does not apply to the extent that a claim was directly caused by LIVE AWARE’s own breach, negligence or unlawful conduct where responsibility cannot legally be allocated to the Customer.

PART XVIII – DISCLAIMERS

85. CUSTOMER REQUIREMENTS

LIVE AWARE does not warrant that the Services will satisfy every Customer-specific requirement unless such requirement is expressly identified as an agreed contractual specification.

86. THIRD-PARTY SYSTEMS

LIVE AWARE makes no warranty concerning the continued availability of systems controlled by third parties.

87. CYBERSECURITY

No cybersecurity product or monitoring system can guarantee prevention, detection or remediation of every malicious event.

88. INFORMATION OUTPUT

Analytical outputs, alerts, detections and risk indicators should be treated as technical information requiring appropriate human assessment.

PART XIX – LIMITATION OF LIABILITY

89. EXCLUDED LOSSES

Subject to the mandatory exceptions below, and to the maximum extent permitted by applicable law, LIVE AWARE shall not be liable for:

indirect losses;
consequential losses;
special damages;
incidental damages;
loss of profit;
loss of anticipated profit;
loss of revenue;
loss of sales;
loss of opportunity;
loss of contracts;
loss of goodwill;
loss of reputation;
loss of anticipated savings;
loss of production;
business interruption;
loss of use;
corruption of Customer-controlled data;
costs of replacement systems;
wasted management time; or
wasted staff time,

whether arising in contract, tort, negligence, misrepresentation or otherwise, to the extent exclusion is legally permissible.

90. LIABILITY CAP

Unless a different liability cap is expressly stated in the applicable Order or negotiated agreement, LIVE AWARE’s aggregate contractual liability arising from or relating to the affected Service during any twelve-month period shall, to the maximum extent permitted by applicable law, not exceed the fees actually paid or payable by the Customer to LIVE AWARE for the specific affected Service during the twelve (12) months immediately preceding the event giving rise to the claim. Where the affected Service has existed for less than twelve months, the cap shall be the fees actually paid or payable for that Service from commencement until the event giving rise to liability.

91. LIABILITY THAT IS NOT EXCLUDED

Nothing in these Terms excludes or limits liability to the extent exclusion or limitation is prohibited by applicable law. This includes, where applicable, liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation and other liability that cannot lawfully be excluded.

92. CUSTOMER-CONTROLLED MODIFICATIONS

LIVE AWARE shall have no liability for damage caused solely by unauthorised Customer modifications, manipulation or circumvention of the Software.

93. THIRD-PARTY ATTACKS

LIVE AWARE does not guarantee that Services are immune from:

malicious attacks;
zero-day vulnerabilities;
ransomware;
malware;
denial-of-service attacks;
credential theft;
supply-chain attacks;
telecommunications failures; or
other cyber threats.

Liability remains subject to the allocation of responsibility contained in these Terms and mandatory law.

PART XX – SUSPENSION

94. RIGHT TO SUSPEND

LIVE AWARE may suspend Services where reasonably necessary because of:

overdue payment;
suspected fraud;
security risk;
unlawful use;
material contractual breach;
unauthorised access;
threats to infrastructure;
misuse;
licence abuse;
excessive unauthorised load;
sanctions requirements;
legal requirements; or
emergency technical risk.

95. PAYMENT DURING SUSPENSION

Where suspension results from Customer breach, unpaid fees or Customer-controlled misconduct, subscription charges continue during suspension unless LIVE AWARE expressly agrees otherwise.

PART XXI – TERMINATION

96. TERMINATION FOR MATERIAL BREACH

LIVE AWARE may terminate an agreement or affected Subscription where the Customer commits a material breach and:

the breach cannot reasonably be remedied; or
where remediable, the Customer fails to remedy it within a reasonable period specified by LIVE AWARE.

Serious fraud, malicious attacks, intentional intellectual-property violations and deliberate unauthorised access may justify immediate termination.

97. EFFECT OF TERMINATION

Upon termination or expiry of the applicable licence, the Customer must cease using the affected Software. Where Software has been installed locally, LIVE AWARE may require the Customer to delete or destroy unauthorised remaining copies, subject to lawful archival requirements.

98. ACCRUED PAYMENT RIGHTS

Termination does not extinguish:

accrued invoices;
amounts already payable;
indemnification rights;
confidentiality obligations;
intellectual-property protections; or
rights arising before termination.

PART XXII – POST-TERMINATION DATA

99. DATA RETRIEVAL

Where hosted Customer Data remains available following termination, the Customer is responsible for obtaining any authorised export within the applicable retrieval period.

100. DELETION

LIVE AWARE may delete Customer Data following termination in accordance with its applicable retention policy, contractual commitments and legal obligations. LIVE AWARE is not required to retain Customer Data indefinitely.

PART XXIII – INTELLECTUAL PROPERTY ENFORCEMENT

101. UNAUTHORISED USE

Unauthorised duplication, distribution, reverse engineering, sublicensing or commercial exploitation may constitute a material breach and infringement of intellectual-property rights.

102. TECHNICAL LICENSING CONTROLS

The Software may employ:

licence keys;
online activation;
instance identifiers;
usage limits;
subscription verification;
access tokens;
encrypted licence files;
server validation; and
automatic expiry mechanisms.

The Customer must not bypass such controls.

PART XXIV – FEEDBACK

103. CUSTOMER FEEDBACK

Where the Customer voluntarily provides product suggestions, ideas or feedback without an express confidentiality restriction, LIVE AWARE may use such feedback to improve its Services without an obligation to pay compensation for the feedback itself. This does not give LIVE AWARE ownership of Customer confidential information.

PART XXV – SERVICE CHANGES

104. CONTINUOUS DEVELOPMENT

Software evolves over time. LIVE AWARE may modify:

user interfaces;
workflows;
architecture;
technical components;
hosting architecture;
integrations;
security controls;
APIs; and
functionality,

provided the overall contracted Service is not materially reduced in a manner inconsistent with binding contractual commitments.

105. SECURITY CHANGES

LIVE AWARE may make immediate technical changes where reasonably necessary to protect:

security;
confidentiality;
system integrity;
infrastructure;
customers; or
third parties.

PART XXVI – PRICING CHANGES

106. RENEWAL PRICING

Unless pricing is contractually fixed for a specified period, LIVE AWARE may change subscription pricing for a future renewal period upon reasonable prior notice. A revised price does not retrospectively change an already paid fixed Subscription Period. Where applicable law or contract requires a particular notice period, LIVE AWARE will comply with that requirement.

PART XXVII – FORCE MAJEURE

107. EVENTS OUTSIDE REASONABLE CONTROL

LIVE AWARE shall not be liable for delay or failure caused by events outside its reasonable control, including:

natural disasters;
fire;
flooding;
war;
terrorism;
civil disorder;
industrial disputes;
pandemic;
epidemic;
governmental measures;
internet backbone failures;
telecommunications outages;
power-grid failures;
cloud-provider failures;
cyberattacks;
sanctions;
export restrictions;
acts of government;
widespread infrastructure failures; or
other force majeure events.

PART XXVIII – COMPLIANCE

108. EXPORT AND SANCTIONS LAWS

Customers must comply with applicable export-control, trade-sanctions and similar laws. The Customer must not knowingly use or export Services in violation of applicable restrictions.

109. ANTI-BRIBERY

The parties shall comply with applicable anti-bribery and anti-corruption laws in connection with their contractual relationship.

PART XXIX – RECORDS AND ELECTRONIC EVIDENCE

110. ELECTRONIC RECORDS

Subject to applicable evidential rules, LIVE AWARE may rely upon business records including:

access logs;
authentication logs;
Subscription IDs;
order records;
invoices;
payment records;
licence records;
server records;
email correspondence;
support tickets;
IP logs; and
system timestamps

for purposes of administration, investigation and enforcement.

111. CUSTOMER ACCOUNT ACTIVITY

Activity performed through authenticated Customer credentials may reasonably be treated as Customer-authorised activity unless LIVE AWARE has been notified of compromise or the circumstances reasonably indicate otherwise.

PART XXX – ASSIGNMENT

112. CUSTOMER ASSIGNMENT

The Customer may not assign or transfer its agreement without prior written consent from LIVE AWARE, such consent not to be unreasonably withheld where applicable.

113. LIVE AWARE ASSIGNMENT

LIVE AWARE may assign the agreement to an affiliate, successor or purchaser of the relevant business, subject to applicable law.

PART XXXI – SUBCONTRACTORS

114. USE OF SUBCONTRACTORS

LIVE AWARE may use qualified subcontractors and service providers to perform portions of the Services. LIVE AWARE remains responsible for its contractual obligations to the extent required by the applicable agreement and law.

PART XXXII – NOTICES

115. ELECTRONIC COMMUNICATIONS

Operational notices may be provided electronically through:

email;
platform notices;
account dashboards;
administrative interfaces; or
other reasonable electronic means.

116. CUSTOMER CONTACT DETAILS

The Customer is responsible for maintaining accurate:

billing contacts;
administrative contacts;
technical contacts;
email addresses; and
other account information.

Failure to keep contact information current does not generally invalidate properly sent contractual notices.

PART XXXIII – CANCELLATION CONFIRMATION

117. CUSTOMER SHOULD RETAIN CONFIRMATION

Customers should retain evidence of cancellation notices. LIVE AWARE may issue an acknowledgement or cancellation confirmation. If the Customer does not receive acknowledgement within a reasonable period, the Customer should contact LIVE AWARE to verify receipt.

PART XXXIV – ENTIRE AGREEMENT

118. ENTIRE AGREEMENT

The applicable contractual documents constitute the agreement between the parties concerning their subject matter and supersede prior discussions concerning that subject matter, subject to liability that cannot legally be excluded.

PART XXXV – NO RELIANCE ON UNAUTHORISED STATEMENTS

119. AUTHORISED COMMITMENTS

No employee, reseller, representative or contractor may alter these Terms unless authorised to do so and the alteration is documented in a legally effective form.

PART XXXVI – WAIVER

120. NO WAIVER BY DELAY

Failure or delay in exercising a contractual right does not automatically waive that right.

PART XXXVII – SEVERABILITY

121. SEVERABILITY

If a provision is invalid or unenforceable, it shall, to the extent legally permissible, be interpreted or reduced so that it operates as closely as possible to its lawful commercial intention. The remaining provisions continue in effect.

PART XXXVIII – SURVIVAL

122. SURVIVING TERMS

Provisions which by nature are intended to survive expiry or termination remain effective, including provisions concerning:

intellectual property;
confidentiality;
payment;
liability;
indemnification;
dispute resolution;
data obligations;
governing law; and
accrued rights.

PART XXXIX – THIRD-PARTY RIGHTS

123. THIRD-PARTY RIGHTS

Except where expressly stated, a person who is not a party to the agreement does not have a contractual right to enforce its provisions under the Contracts (Rights of Third Parties) Act 1999. LIVE AWARE’s affiliates, directors, employees and licensors may rely upon limitations and protections expressly stated to apply to them where legally effective.

PART XL – GOVERNING LAW

124. ENGLISH LAW

Unless mandatory law requires otherwise, these Terms and any non-contractual obligations arising from or related to them are governed by the laws of England and Wales.

PART XLI – JURISDICTION

125. COURTS OF ENGLAND AND WALES

For business Customers, the courts of England and Wales shall have exclusive jurisdiction over disputes arising from or in connection with these Terms unless a separately signed agreement states otherwise. Mandatory consumer jurisdiction rights are unaffected.

PART XLII – SUBSCRIPTION ACKNOWLEDGEMENT

126. EXPRESS RECURRING SUBSCRIPTION ACKNOWLEDGEMENT

By purchasing or activating a Subscription, the Customer expressly acknowledges that:

LIVE AWARE Software Modules are ordinarily provided as recurring subscriptions;
billing commences from the applicable Subscription Start Date;
the Subscription automatically continues and renews until validly cancelled;
business Customers must provide at least twenty-one (21) calendar days’ cancellation notice before the next recurring period;
cancellation must identify the relevant Subscription ID;
each Subscription ID must be cancelled individually;
direct cancellation notices must be sent to info@live-aware.com with the subject:

“Cancel Subscription [ID-Number]”;

cancellation does not retrospectively terminate a period that has already begun;
failure to use purchased functionality does not cancel payment obligations;
payments are non-refundable for business Customers once the relevant Subscription Period or Service has commenced except where these Terms, a written agreement or mandatory law provides otherwise;
renewal charges remain payable where cancellation is received after the applicable 21-day deadline;
each additional module may constitute a separate Subscription; and
subscription access is a licence and does not transfer ownership of LIVE AWARE Software.

PART XLIII – CUSTOMER ACCEPTANCE

127. ACCEPTANCE OF COMMERCIAL TERMS

By validly accepting these Terms, the Customer acknowledges the commercial basis on which LIVE AWARE makes the Services available. The Customer specifically acknowledges that the following provisions may have material financial or legal consequences and should be reviewed before purchase:

recurring subscription;
automatic renewal;
21-day cancellation notice;
Subscription-ID cancellation requirement;
non-refundable business payments;
intellectual-property restrictions;
SLA limitations;
warranty limitations;
limitation of liability;
indemnification;
suspension;
termination;
false or fraudulent claim provisions; and
governing law and jurisdiction.

PART XLIV – CONSUMER LAW SAVINGS CLAUSE

128. MANDATORY CONSUMER RIGHTS

Although LIVE AWARE Services are principally designed for business and organisational use, nothing in these Terms is intended to deprive a Customer who legally qualifies as a consumer of rights that cannot lawfully be excluded. Where mandatory consumer law conflicts with:

the 21-day cancellation requirement;
an automatic renewal provision;
a non-refund provision;
a warranty limitation;
a liability limitation;
a cancellation method;
a payment obligation; or
another contractual provision,

the mandatory law applies only to the extent of the conflict. The remainder of these Terms continues to apply.

PART XLV – FRAUD AND ABUSE

129. DOCUMENTED FRAUD

LIVE AWARE may preserve relevant logs and account records where it reasonably suspects:

subscription fraud;
account fraud;
payment fraud;
identity fraud;
licence fraud;
fraudulent chargebacks;
fraudulent representations; or
attempts to evade contractual obligations through falsified information.

130. COOPERATION WITH PAYMENT AND LEGAL AUTHORITIES

Where reasonably necessary and legally permitted, LIVE AWARE may disclose relevant evidence concerning suspected fraud to appropriate:

payment processors;
financial institutions;
insurers;
legal advisers;
courts;
regulators;
fraud-prevention services; or
law-enforcement authorities.

PART XLVI – TECHNICAL SUPPORT BOUNDARIES

131. CUSTOMER ADMINISTRATION IS NOT SUPPORT

Activities arising from Customer administration may be chargeable separately, including:

data migration;
user administration;
custom reporting;
Customer-created configuration repair;
integration debugging;
Customer network troubleshooting;
Customer hardware troubleshooting;
custom-development changes;
training;
data restoration;
forensic investigation; and
on-site services,

unless expressly included in an applicable SLA or Order.

PART XLVII – BACKUPS AND DISASTER RECOVERY

132. CUSTOMER BACKUP RESPONSIBILITY

For stand-alone and on-premise environments, the Customer is solely responsible for backup configuration unless LIVE AWARE has expressly contracted to provide managed backups.

133. HOSTED BACKUPS

For hosted environments, backup arrangements are governed by the applicable service specification or SLA. Backups are intended for continuity and disaster-recovery purposes and should not be regarded as a guaranteed indefinite archive.

PART XLVIII – DATA LOSS

134. CUSTOMER COPIES

Customers are responsible for maintaining appropriate independent copies of critical information where reasonably possible. No computer system can guarantee zero risk of data loss.

PART XLIX – INTEGRATIONS

135. THIRD-PARTY INTEGRATION CHANGES

Where a third-party provider alters or discontinues an API, protocol or service, LIVE AWARE does not guarantee uninterrupted compatibility. LIVE AWARE may offer integration adaptation as:

an update;
professional services;
custom development; or
another separately chargeable service,

depending upon circumstances.

PART L – IMPLEMENTATION

136. CUSTOMER COOPERATION

The Customer must reasonably cooperate with implementation requirements. Customer delays may affect:

delivery schedules;
project milestones;
testing;
deployment;
acceptance;
support; and
go-live dates.

Customer-caused delay does not automatically suspend recurring Subscription charges after the agreed Subscription Start Date.

PART LI – ACCEPTANCE TESTING

137. ACCEPTANCE

Where formal acceptance testing is expressly included in a Statement of Work, acceptance will be determined according to the criteria stated in that Statement of Work. Where no formal acceptance procedure is agreed, availability of the contracted Software for material use constitutes delivery.

PART LII – CUSTOMER PROJECT DELAYS

138. CUSTOMER READINESS

LIVE AWARE is not responsible for delays caused by Customer failure to provide:

infrastructure;
credentials;
technical access;
personnel;
information;
approvals;
hardware;
decisions;
testing; or
required third-party cooperation.

PART LIII – DOCUMENTATION

139. DOCUMENTATION

LIVE AWARE may provide documentation electronically. Documentation is intended to assist authorised operation and may be updated as Services evolve.

PART LIV – SECURITY AND THREAT DETECTION

140. NO SECURITY GUARANTEE

Where a LIVE AWARE module identifies anomalies, threats, attacks, breaches or suspicious behaviour, such functionality assists risk management but does not constitute a guarantee that:

all threats will be detected;
every alert is malicious;
every attack can be prevented;
every incident can be remediated; or
every compromise can be identified immediately.

PART LV – CUSTOMER RESPONSE

141. CUSTOMER ACTION

The Customer remains responsible for decisions and actions taken after receiving an alert unless LIVE AWARE has expressly contracted to provide a managed response service.

PART LVI – PROFESSIONAL SERVICES

142. OUT-OF-SCOPE WORK

Requests outside purchased scope may be quoted and charged separately. No Customer may reasonably assume that custom-development, consultancy, migration or onsite assistance is included merely because it has purchased a Software Subscription.

PART LVII – EXPENSES

143. TRAVEL AND THIRD-PARTY EXPENSES

Where onsite or Customer-requested services require reasonable travel, accommodation, shipping, specialist equipment or third-party expenses, such expenses may be chargeable where identified in the applicable quotation or otherwise agreed.

PART LVIII – SOURCE CODE

144. NO SOURCE CODE RIGHT

Unless an expressly signed source-code licence or escrow agreement provides otherwise, the Customer receives no right to obtain:

source code;
build scripts;
private repositories;
proprietary developer documentation;
internal algorithms; or
LIVE AWARE trade secrets.

PART LIX – AUDIT OF LICENCE COMPLIANCE

145. LICENCE VERIFICATION

LIVE AWARE may use proportionate technical measures to determine whether subscription limits and licensing restrictions are being complied with. For material suspected licence abuse, LIVE AWARE may request reasonable information necessary to confirm compliance.

PART LX – EXCESS USAGE

146. USE ABOVE PURCHASED LIMITS

Where usage exceeds contracted:

users;
devices;
assets;
API volumes;
sites;
data volumes;
storage;
sensors; or
other licensed limits,

LIVE AWARE may require the Customer to purchase additional capacity and may invoice excess usage where applicable pricing has been established.

PART LXI – NO IMPLIED PERPETUAL RIGHTS

147. EXPIRY OF ACCESS

The Customer expressly acknowledges that recurring subscription payment purchases access for the applicable Subscription Period only. Continued use after expiry requires continued authorisation and payment.

PART LXII – AUTOMATIC LICENCE EXPIRY

148. TECHNICAL EXPIRATION

Subscription licences may automatically become inactive where:

a Subscription expires;
payment remains overdue;
a trial expires;
the relevant agreement terminates; or
access has been validly suspended.

Automatic technical expiry is an agreed licensing control and does not constitute unauthorised interference with Customer-owned property.

PART LXIII – NO SET-OFF

149. PAYMENT WITHOUT SET-OFF

For business Customers, amounts properly invoiced must be paid without set-off, counterclaim or deduction except:

where expressly agreed;
where required by law; or
where the Customer has a legally established right to do so.

PART LXIV – RECOVERY COSTS

150. DEBT RECOVERY

LIVE AWARE may recover debt-collection costs and interest to the extent permitted by applicable law where properly due invoices remain unpaid.

PART LXV – NO ORAL CANCELLATION

151. CANCELLATION MUST BE DOCUMENTED

For direct business Subscriptions, telephone discussions, informal conversations, support tickets concerning unrelated matters or verbal statements do not constitute valid cancellation unless LIVE AWARE expressly confirms cancellation in writing. The formal cancellation mechanism exists to create certainty concerning:

the Customer;
Subscription ID;
date of notice; and
cancellation-effective date.

PART LXVI – MULTIPLE PRODUCTS

152. INDEPENDENT SUBSCRIPTIONS

A Customer may hold separate subscriptions for products such as:

Mobile Application;
Platform Access;
Command;
Oversight;
Insights;
APIs;
SLA;
analytics;
storage;
additional environments;
additional sites; and
add-on modules.

Termination of one does not automatically terminate another.

PART LXVII – CUSTOMER ORGANISATIONAL CHANGES

153. MERGER OR RESTRUCTURING

Customer restructuring, management changes, mergers, acquisitions or employee departures do not automatically terminate an existing Subscription. Any transfer remains subject to the assignment provisions of these Terms.

PART LXVIII – CONTINUED USE

154. CONTINUED ACCESS AFTER RENEWAL

Where a Subscription validly renews, access for the new Subscription Period is provided under the applicable renewed contractual arrangements.

PART LXIX – NO IMPLIED CREDIT

155. GOODWILL CREDITS

Any goodwill refund, service credit, extension or accommodation provided by LIVE AWARE on one occasion:

does not constitute admission of liability;
does not amend these Terms;
does not create precedent; and
does not oblige LIVE AWARE to provide equivalent treatment in another case.

PART LXX – CLAIM MANAGEMENT

156. NOTICE OF CLAIM

Business Customers should notify LIVE AWARE reasonably promptly after becoming aware of circumstances giving rise to a material contractual claim. The Customer should provide reasonable information to allow investigation. Nothing in this clause shortens a statutory limitation period where doing so would be unlawful or unreasonable.

PART LXXI – MITIGATION

157. DUTY TO MITIGATE

Each party is expected to take reasonable steps to mitigate avoidable losses arising from a contractual breach.

PART LXXII – FRAUDULENT CONDUCT IS MATERIAL BREACH

158. FRAUDULENT CLAIMS

A demonstrably fraudulent chargeback or knowingly fabricated claim concerning LIVE AWARE Services may constitute a material breach entitling LIVE AWARE to suspend or terminate affected Services, in addition to other lawful remedies.

PART LXXIII – NO EXCLUSIVITY

159. LIVE AWARE COMMERCIAL FREEDOM

Unless an agreement expressly grants exclusivity, LIVE AWARE may provide identical, similar or competing technology and services to other customers.

PART LXXIV – NON-SOLICITATION OF TECHNICAL RESOURCES

160. PERSONNEL

Where permitted by applicable law and expressly applicable in a commercial engagement, neither party should intentionally circumvent the commercial relationship by soliciting personnel specifically assigned to an engagement contrary to any separately agreed non-solicitation arrangement. No restriction applies beyond what applicable law permits.

PART LXXV – INTERPRETATION

161. HEADINGS

Headings are for convenience and do not limit interpretation.

162. INCLUDING

Words such as “including”, “includes” and “in particular” are illustrative and do not limit preceding language.

163. WRITING

References to writing include email and electronic contractual acceptance where appropriate, except where these Terms expressly require another form.

PART LXXVI – MATERIAL COMMERCIAL TERMS

164. PROMINENT NOTICE

Before purchasing a direct LIVE AWARE Subscription, the Customer should be prominently informed that: THE SERVICE IS A RECURRING SUBSCRIPTION. THE SUBSCRIPTION AUTOMATICALLY RENEWS UNLESS VALIDLY CANCELLED. FOR BUSINESS CUSTOMERS, CANCELLATION MUST GENERALLY BE RECEIVED AT LEAST 21 CALENDAR DAYS BEFORE THE NEXT RECURRING PERIOD. EACH SUBSCRIPTION ID MUST BE CANCELLED INDIVIDUALLY. DIRECT CANCELLATION REQUESTS MUST BE SENT TO INFO@LIVE-AWARE.COM USING “CANCEL SUBSCRIPTION [ID-NUMBER]” AS THE SUBJECT. BUSINESS SUBSCRIPTION FEES ARE NON-REFUNDABLE AFTER THE APPLICABLE SERVICE PERIOD HAS COMMENCED, EXCEPT WHERE EXPRESSLY AGREED OR REQUIRED BY LAW.

PART LXXVII – FINAL CUSTOMER ACKNOWLEDGEMENT

165. CUSTOMER CONFIRMATION

By entering into a LIVE AWARE agreement, the Customer confirms that it has had an opportunity to review the applicable contractual documents before becoming bound. The Customer understands that LIVE AWARE provides proprietary technology under licence and not by sale of the underlying Software intellectual property. The Customer further acknowledges that:

Software technology may contain errors;
uninterrupted service cannot be guaranteed absent expressly agreed service levels;
third-party infrastructure can affect availability;
BLE and radio detection technologies have technical limitations;
cybersecurity tools cannot eliminate every threat;
Customer configuration affects system behaviour;
continuous maintenance and support may require an SLA;
hosted and on-premise deployments create different operational responsibilities;
unauthorised Software modifications may invalidate warranty and support;
fraudulent payment claims can cause significant cost;
licence misuse may result in suspension or termination; and
recurring subscriptions continue until properly cancelled.

166. CONTACT AND CONTRACTUAL NOTICE INFORMATION

For general contractual correspondence: LIVE AWARE LTD 128 City Road London EC1V 2NX United Kingdom Registered in the United Kingdom Company Number: 17360063 Email: info@live-aware.com For direct business Subscription cancellation: info@live-aware.com Required subject: Cancel Subscription [ID-Number] Each Subscription ID to be terminated must be identified.

167. FINAL LEGAL SAVINGS PROVISION

These Terms are intended to provide LIVE AWARE with the maximum commercially reasonable contractual protection permitted under applicable law. No provision requiring payment, allocating responsibility, limiting liability, restricting remedies, governing renewals, establishing cancellation procedures or protecting intellectual property is intended to operate beyond the extent permitted by applicable law. Where a court or competent authority determines that a provision is broader than legally permissible, the parties intend, to the extent legally possible, that the provision be enforced to the maximum permissible extent rather than invalidated in its entirety. END OF SOFTWARE LICENCE, SUBSCRIPTION, WARRANTY AND GENERAL TERMS & CONDITIONS LIVE AWARE LTD Company Number 17360063 128 City Road, London, EC1V 2NX, United Kingdom