Terms of Service

1. GENERAL#

This Terms of Service Agreement (Build, Ship, Scale Plans) (the "Agreement") is a binding legal agreement between the customer ("Customer") and LiveKit Incorporated, with offices at 4285 Payne Avenue, #9154, San Jose, CA 95157 ("LiveKit") regarding Customer's use of LiveKit Services under the Build, Ship, or Scale subscription plan, available at https://livekit.com/pricing. The "Services" means the LiveKit's cloud platform and related tools made available at https://cloud.livekit.io, including real-time transport, agent hosting, inference, observability, and any other services Customer subscribes to under Customer's selected Build, Ship, or Scale subscription plan. Any LiveKit SDKs or plugins are licensed under the Apache License 2.0 unless otherwise expressly specified by LiveKit or set forth in the applicable GitHub repository.

BY CLICKING ON THE "I AGREE" OR "CONTINUE" (OR SIMILAR BUTTON OR CHECKBOX) THAT IS PRESENTED TO CUSTOMER AT THE TIME OF SELECTING A BUILD, SHIP, OR SCALE SUBSCRIPTION PLAN, OR BY USING OR OTHERWISE ACCESSING THE SERVICES, CUSTOMER CONFIRMS TO BE BOUND BY THIS AGREEMENT. IF CUSTOMER DOES NOT WISH TO BE BOUND BY THIS AGREEMENT, DO NOT CLICK "I AGREE" (OR SIMILAR BUTTON OR CHECKBOX), OR USE OR ACCESS THE SERVICES.

Customer must be at least 18 years old and have the legal capacity to enter into this Agreement. If an individual is entering into this Agreement on behalf of an entity, they represent that they have the legal authority to bind the entity to this Agreement, in which case "Customer" will mean the entity they represent. If they do not have such authority, or if they do not agree with this Agreement, they should not accept this Agreement and may not use the Services.

If Customer is using the Services under the Build subscription plan, Customer acknowledges and agrees that LiveKit is not obligated to provide indemnity in Section 13.1 of this Agreement, and the Services are provided solely on an "as-is" and "as-available" basis. LiveKit shall have no obligation to provide maintenance, support, updates, patches, bug fixes, with respect to the Services under the Build subscription plan.

2. USE OF THE LIVEKIT SERVICES#

# Account Registration. Customer must provide accurate and complete registration information when Customer registers to use the Services. Customer is responsible for the security of passwords and for any use of Customer's account and must promptly notify LiveKit in the event Customer becomes aware of any unauthorized access to Customer's account or the Services. The administrative interface of the Services is referred to herein as the "LiveKit Cloud Portal".

# Compliance with Laws. Customer's use of the Services (a) must comply with all applicable laws, regulations and ordinances, including, without limitation, any laws and sanctions regarding the export and/or import of data or software and privacy laws; and (b) will not include the submission of any data controlled under the U.S. International Traffic in Arms Regulations (ITAR). Customer may not use the Services if Customer is a person barred from receiving the Services under the laws of the United States or other countries, including the country in which Customer is resident or from which Customer uses the Services.

# Usage and Concurrency Capacity Limits. Customer's usage of the Services is subject to the usage and concurrency capacity limits set by the Customer's selected subscription plan and/or LiveKit's then-current technical documentation for the Services made available by LiveKit (the "Documentation"). If a Customer's usage of the Services exceeds the limits of Customer's selected subscription plan, Customer will be charged for such excess usage at the rates set forth at https://livekit.com/pricing. LiveKit reserves the right to enforce any concurrency capacity limits and any requests to increase the concurrency capacity limits may be accepted or denied in its sole discretion.

# Collaborators. Collaborators are not a feature of the Services under the Build subscription plan. For Customers who purchase the Ship or Scale subscription plan, Customer may be able to add or invite other users (each, a "Collaborator") to access Customer's LiveKit account. Each Collaborator must comply with the Agreement and any other applicable policies. Customer agrees that by granting access to a Collaborator that (a) any actions taken by a Collaborator under Customer's account will be deemed to have been taken by Customer; and (b) Customer is responsible for all activity occurring under Customer's account, including by any Collaborator. LiveKit is not responsible for any loss or damage arising from Customer's decision to grant access to a Collaborator, or from a Collaborator's actions.

# Availability. LiveKit will use commercially reasonable efforts to make the Services available. Any availability or uptime targets published on LiveKit's pricing or documentation pages are service objectives only and do not entitle Customer to service credits, refunds, or other remedies unless expressly set forth in a separate written agreement with LiveKit for Enterprise customers. Please check LiveKit Status for Services availability. Customers on the Ship or Scale subscription plan may use the Community shared channel and/or public email to ask questions regarding the Services.

# Artificial Intelligence. LiveKit reserves the right to monitor usage and suspend access to the Services where use violates the following terms and/or any applicable data privacy and AI laws and regulations.

# Customer may not use the Services for any use cases classified as prohibited under the Regulation (EU) 2024/1689 of the European Parliament and of the Council of 13 June 2024 (the "AI Act"). If Customer intends to use the Services for any use cases classified as high-risk under the AI Act, Customer must first obtain LiveKit's prior written consent and Customer accepts full responsibility for complying with any obligations relating to such use cases under the AI Act. Upon request, LiveKit will provide Customer with reasonable information necessary to allow Customer to comply with such obligations. In addition, Customer is solely responsible for ensuring that end users are appropriately informed when interacting with AI-powered agents through Customer's implementation of the Services, in accordance with applicable laws.

# Customer is solely responsible for ensuring that end users are appropriately informed when interacting with AI-powered agents ("Agents") through Customer's implementation of the Services, in accordance with applicable laws.

# Customer will implement appropriate human oversight, review, and controls, including escalation to human agents where needed. The Services are not designed for fully autonomous decision-making without human review in high-risk contexts.

# Customer is solely responsible for obtaining all required notices and consents (including call recording, call monitoring, or interception) under applicable laws (e.g., two-party consent, wiretapping, eavesdropping, or similar statutes).

# If Customer enables features that derive or process voiceprints, Customer will provide legally sufficient notices and obtain consents required by biometric, privacy, and data protection laws (e.g., BIPA) and will implement retention and destruction policies in compliance with applicable laws.

# Customer will not deploy agents, hosted agents, or any voice agents to impersonate an individual without documented consent or to mislead users about the agent's artificial nature.

# Customer is responsible for configuring prompts, guardrails, thresholds, fallback flows, and integrations (e.g., payment systems) and for testing in a non-production environment prior to deployment of any hosted agents or voice agents.

# Voice Cloning. The Services may allow Customer to upload one or more audio recordings (each, a "Voice Sample") for the purpose of creating a synthetic voice ("Voice Clone") via inference providers that support voice cloning through LiveKit Inference. Before uploading a Voice Sample or enabling a Voice Clone, Customer must provide the affirmative confirmations, including that Customer has obtained, and will maintain, all rights, licenses, consents, permissions, and authorizations (including documented consent from each identifiable individual whose voice is captured in the Voice Sample) necessary to upload the Voice Sample and to create, use, and distribute the resulting Voice Clone. Voice Samples are transmitted to Customer-selected inference providers solely for the purpose of creating and operating the Voice Clone. On Customer's behalf, LiveKit opts out of the use of Voice Samples (including any biometric identifiers or biometric information contained therein) by inference providers for training, fine-tuning, or other improvement of their models. LiveKit will retain Voice Samples for up to twelve (12) months, after which Voice Samples no longer associated with an active Voice Clone will be deleted.

# Data Residency. Where Customer configures the Services to use a specific geographic region ("Pinned Region") via the LiveKit Cloud dashboard or API, LiveKit will process Content in the Pinned Region in the manner set out in Section 2.5 of the DPA (as defined in Section 5.1 below).

3. LICENSE FROM LIVEKIT AND RESTRICTIONS#

# License Grant. Subject to Customer's ongoing compliance with the Agreement, the usage limits in Customer's selected subscription plan, and payment of any overages, LiveKit grants Customer a limited, worldwide, royalty-free, non-assignable, non-sublicensable, and non-exclusive license during the Term (as defined in Section 10.2 below) to access and use the Services to develop, test, create, operate, and commercialize Customer's source code, binaries, and other application materials that Customer creates ("Application Content") for Customer's own business purposes when integrated with the Services; provided that Customer may not distribute, resell, or make available the Services (including any Third-Party App (as defined in Section 4.1 below)) to any third party or on a standalone basis. Notwithstanding the foregoing, for any plugins that LiveKit expressly identifies in writing or in the GitHub repository as being redistributable, Customer may redistribute such plugins solely as incorporated in the Application Content.

# Restrictions. Subject to applicable law, Customer 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 Third-Party App, except as permitted by the license governing a Third-Party App or by LiveKit in writing; (b) attempt to disable, bypass, or circumvent any security mechanisms used by the Services; (c) use the Services to build a competing product or service, or benchmark for competitive purposes, without LiveKit's express written consent; (d) remove, obscure, or alter any copyright, trademark, or other proprietary notices; (e) circumvent the Services to avoid incurring Fees or exceeding the usage or concurrency capacity limits set in Customer's selected subscription plan; (f) use the Services to place or accept emergency calls (e.g., 911, 112) or in ways prohibited by carrier rules, this Agreement, or Third-Party App terms; (g) use the Services for spam or fraud; (h) interfere with or disrupt the Services or connected servers and networks; or (i) make any recording or transcription using the Services without obtaining consent required by applicable law. LiveKit may monitor and block use of the Services if it detects violations and may suspend or reclaim numbers or resources where required.

# Open Source. Some parts of the Services may include third party open source software governed by an open source license, which constitutes a separate written agreement between Customer and the open source provider. The open source license governs Customer's use of the components of the Services released under an open source license.

# License to Marks. During the Term, LiveKit hereby grants Customer a limited, non-exclusive, revocable, royalty-free, non-transferable license, with no right to sub-license, to display the LiveKit trademarks and/or logos ("Marks") to promote that Customer uses the Services and solely in accordance with LiveKit's then current trademark usage guidelines, as made available to Customer by LiveKit. This license to the Marks is revocable by LiveKit at any time in its sole discretion, including if LiveKit determines that Customer's use of the LiveKit Marks does not comply with LiveKit's trademark usage guidelines. Customer agrees that all goodwill generated through Customer's use of the LiveKit Marks shall inure to the benefit of LiveKit.

4. THIRD-PARTY APPS#

# Use of Third-Party Apps. The Services may allow Customer to route or connect to third-party technologies or applications (each, a "Third-Party App") from providers other than LiveKit (collectively, "Third-Party Service Providers"). Third-Party Apps are operated solely by the applicable provider, and Customer's use of them is subject to that Third-Party Service Provider's own terms, policies, and data-handling practices (including training). Customer may not use the Services in any manner that would cause LiveKit to breach any Third-Party Service Provider's terms. LiveKit does not control and is not responsible for the performance, availability, quality, security, compliance, or data practices of any Third-Party Service Provider, nor for any Content or outputs they generate, and LiveKit is not liable for any damages, losses, or claims arising out of or in connection with Customer's use of a Third-Party Service Provider. Customer is solely responsible for reviewing all terms and policies governing any Third-Party Service Provider before enabling or transmitting data to that Third-Party Service Provider through the Services. Third-Party Service Providers may train on data as set forth in their terms (excluding LiveKit Inference). If Customer uses Third-Party Service Provider models or functionality through LiveKit Inference (and not via a Third-Party Service Provider plugin or API), Customer acknowledges that LiveKit, and not Customer, maintains the accounts or instances with such Third-Party Service Providers. Notwithstanding the foregoing, if Customer uses Third-Party Service Provider models or functionality through LiveKit Inference, such providers are contractually required to provide Customers with zero data retention ("ZDR") and will not retain, log, train, fine tune or otherwise use Inference Data for model improvement. Customer is solely responsible for reviewing all terms and policies to ensure Customer's Content adheres to any Third-Party Service Providers usage restrictions before enabling or transmitting data to that Third-Party Service Provider through LiveKit Inference.

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

5. PRIVACY MATTERS#

# Privacy and Data Security. The parties will comply with their respective obligations under applicable privacy and data security laws and regulations, LiveKit's Privacy Policy (https://livekit.com/legal/privacy-policy), and the Data Processing Addendum (available at https://livekit.com/legal/data-processing-addendum) (the "DPA") with respect to any personal information or personal data they process pursuant to this Agreement. The DPA and LiveKit's Privacy Policy are incorporated by reference into this Agreement.

# HIPAA. Customer shall not process, upload or make available any protected health information ("PHI") (as such terms are defined by the Health Insurance Portability and Accountability Act of 1996 and the regulations promulgated thereunder) to the Services unless and until Customer has executed a business associate agreement ("BAA") with LiveKit. Unless a BAA has been mutually executed, LiveKit will not be liable for any PHI, notwithstanding anything to the contrary in this Agreement or in HIPAA or any similar laws or regulations.

6. PAYMENT OF FEES#

# Fees. Customer will pay LiveKit the applicable fees, including without limitation, fees at https://livekit.com/pricing/inference, and overage fees (collectively, the "Fees"). The Fees shall be paid in the currency of the United States in advance on an annual or monthly basis as set forth in Customer's account. All fees are non-refundable.

Customer's Services usage is subject to the features, the usage and capacity limits, and LiveKit's standard consumption rates available at https://livekit.com/pricing ("Consumption Rates"), under the applicable Build, Ship or Scale subscription plan selected by Customer. Customer's usage of the Services is measured based on actual consumption and applied against the usage limits in the selected subscription plan, which may be used across all projects operated under Customer's LiveKit account. If Customer's usage of the Services exceeds the usage limits in the selected subscription plan, such excess usage will be charged at Consumption Rates and will be billed monthly in arrears based on Customer's usage during the relevant billing period. If Customer's usage of the Services falls below the applicable usage limits in the subscription plan, then any unused portion expires at the end of the Term or the applicable billing period.

LiveKit reserves the right to change Fees. LiveKit will provide written notice to Customer for any changes to the fees that affect the Services purchased by Customer. Customer's continued use of the Services after the price change becomes effective constitutes Customer's agreement to pay the changed amount. Certain features of the Services may be subject to additional usage-based fees or require a specific license tier as shown in the LiveKit Cloud Portal. Customer represents and warrants to LiveKit that all its payment information is true and that it is authorized to use the payment instrument. Customer will promptly update the account information with any changes (for example, a change in the billing address or account) that may occur.

# Late Payments. 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 Customer's account.

# Overdue Fees. If any charge owed by Customer is thirty (30) days or more overdue, LiveKit may, without limiting its other rights and remedies, suspend Customer's access to Services until such amounts are paid in full, provided LiveKit gave Customer ten (10) or more days' prior notice that Customer's account is overdue.

# Taxes. 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"). Customer is responsible for paying all Taxes hereunder. If LiveKit is legally required to pay or collect Taxes for which Customer is responsible, the appropriate amount shall be invoiced and paid by Customer.

7. CONTENT AND DATA#

# Application Content. LiveKit will process Application Content only as necessary to provide the Services, and will not use Application Content for model training or fine-tuning.

# Telemetry Data. "Telemetry Data" means technical, usage and operational data relating to Customer's use of the Services, including but not limited to information about requests, log data, model selections, performance and reliability metrics, hosted agent metrics, telephony, error rates, latency, traces, and other operational data. LiveKit may collect, use, and publicly disclose aggregated Telemetry Data to operate, secure, improve the Services and maintain security or comply with legal or carrier obligations. Telemetry Data will not (i) include Content, personal data, or information that reasonably identifies Customer, Customer's organization, or Customer's end users and (ii) be used to train, fine-tune or enhance models. LiveKit may retain Telemetry Data for up to sixty (60) days by default.

# Content. "Content" means all data not otherwise defined under this Agreement that is processed through the Services, and including Inference Data, as well as any data files, written text, software, audio, video, or images Customer or Customer's end users provide. Content specifically excludes Application Content and Observability Data. LiveKit may process Content solely to provide the Services, maintain security, and meet legal or carrier obligations.

# Content Responsibility. Customer understands that all Content to which Customer may have access as part of, or through Customer's use of, the Services is the sole responsibility of the person from which such Content originated. Customer is solely responsible for (and LiveKit has no responsibility to Customer or to any third party for) the Application Content or any Content that Customer creates, transmits or displays while using the Services, including Agents hosted on Cloud or integrations with Third-Party Apps. Customer is responsible for the consequences of Customer's actions (including any loss or damage which LiveKit may suffer) by doing so.

# Restrictions on Content. Customer may not use the Services to transmit, store, or make available Content that violates any applicable law or the usage policies or guidelines made available by LiveKit, including LiveKit's Acceptable Use Policy (https://livekit.com/legal/acceptable-use-policy), or any provider of the AI models available through the Services, or is otherwise objectionable as reasonably determined by LiveKit.

# EU Digital Services Act. This Section 7.4.2 applies if a Customer is located in or doing business in the European Union ("EU") or if Customer's use of the Services falls within the scope of the EU Digital Services Act ("DSA"). Customers are prohibited from providing, publishing or transmitting illegal Content, or Content that violates Section 7.4.1 above, in Customer's use of the Services specifically including any Content that is incompatible with or violates any applicable laws in the EU or any EU country. LiveKit maintains content moderation practices designed to detect, assess, and address such Content hosted on or transmitted through its services and will take expeditious action to remove or disable access to any Content that is manifestly illegal or otherwise harmful, upon becoming aware of such content through reports or through its own detection measures or where required by lawful orders from competent EU authorities. Where LiveKit determines that Customer has breached LiveKit's Terms of Service or other agreements, including by uploading, posting, or otherwise making available illegal content, we reserve the right to restrict, suspend, or terminate Customer's account or access to the Services. When deciding on and applying such restrictions, LiveKit will act in a fair, proportionate, and non-discriminatory manner, with due regard for the fundamental rights of all parties involved, including freedom of expression and information. Information about LiveKit's illegal Content reporting mechanisms and designated points of contact under the DSA are available at https://livekit.com/legal/dsa-compliance.

# Storage and Deletion. LiveKit has no responsibility or liability for the deletion or failure to store any Content, Application Content, or communications maintained or transmitted through use of the Services. Customer is solely responsible for securing and backing up Customer's own Application Content and any Content, unless otherwise specified in the Documentation. Inference Data is not retained by LiveKit beyond the duration necessary to complete the applicable inference request. Call detail records and telephony compliance information may be retained as required by law or carrier obligations. Container builds and configurations for hosted Agents are retained until Customer deletes them.

# Inference Data. "Inference Data" means model inputs (e.g., prompts, parameters, media snippets), and resulting outputs/responses transmitted through LiveKit's Inference services. LiveKit acts solely as a conduit and Inference Providers used through LiveKit Inference are contractually required not to retain, log, train on, fine-tune on, or otherwise use Inference Data for model improvement. LiveKit does not retain Inference Data beyond the duration necessary to complete each request, and does not use Inference Data for training.

# Zero Data Retention. Customer receives ZDR for LiveKit Inference by default. LiveKit only makes available through LiveKit Inference Third-Party Apps and models whose providers are contractually required not to retain, log, train on, fine-tune on, or otherwise use Inference Data for model improvement.

# Observability. "Observability Data" means logs, traces, metrics (including error/latency), and limited audio, video, or text snippets generated by the Services in connection with Customer's use of the Agent Observability features. If Customer uses the Agent Observability features of the Services, Customer grants LiveKit a limited, non-exclusive license to process and use Observability Data to provide Customer with monitoring, debugging and session observability capabilities. Observability Data excludes Inference Data.

8. PROPRIETARY RIGHTS; CONFIDENTIALITY#

# LiveKit Intellectual Property Rights. Customer acknowledges and agrees that LiveKit (or LiveKit's licensors) owns all legal rights, 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).

# Customer's Intellectual Property Rights. Except as otherwise licensed to LiveKit in the Agreement, LiveKit acknowledges and agrees that it obtains no right, title or interest from Customer under this Agreement in or to any Content or Application Content that Customer creates, submits, posts, transmits or displays on, or through, the Services, including any intellectual property rights which subsist in that Content and the Application Content (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless otherwise agreed in writing, Customer is responsible for protecting and enforcing those rights and that LiveKit has no obligation to do so on Customer's behalf.

# Confidentiality. In connection with the Services, each party may be exposed to proprietary or non-public information relating to the other's businesses, technologies, products, pricing, or services ("Confidential Information"). Each party shall keep confidential and not use (except in furtherance of this Agreement) or disclose to any third party any Confidential Information; provided that each party may disclose Confidential Information to its employees, contractors, counsel, advisors, and accountants with a need to know, subject to written confidentiality obligations no less protective than this Agreement. Confidential Information does not include information that: (a) is or becomes publicly available other than through a wrongful disclosure by the receiving party; (b) is available to the receiving party on a non-confidential basis from a source entitled to disclose it; (c) was known to the receiving party prior to receipt; or (d) is independently developed without the use of or reference to the disclosing party's Confidential Information. A party may disclose Confidential Information if required by law, court order, or similar process, provided that such party shall use commercially reasonable efforts to seek confidential treatment and, if legally permissible, promptly notify the disclosing party.

9. LICENSES FROM CUSTOMER#

# License to Content and Application Content. By (a) submitting, posting or displaying the Content on or through the Services, or (b) creating Application Content through use of the Services, as applicable, during the Term, Customer grants LiveKit a worldwide, royalty-free, and non-exclusive license to use, reproduce, and distribute such Content or Application Content, respectively, solely to enable LiveKit to provide the Services to Customer during the Term.

# Ideas. Customer may choose to submit comments or ideas to improve the Services ("Ideas"). By submitting any Idea, Customer grants LiveKit a worldwide, perpetual, irrevocable, transferable, sublicensable license to use, copy, modify, distribute, display, perform and otherwise exploit the Ideas for any purpose, including to improve or develop the Services or other products and technologies.

# Customer's Marks. During the Term, Customer agrees that LiveKit, in its sole discretion, may use Customer's trademarks, tradenames and logos in LiveKit's marketing materials and website(s) to indicate that it is a customer of LiveKit. LiveKit will abide by any trademark usage guidelines provided by Customer in advance in writing. All goodwill arising out of the use of Customer's trademarks, tradenames and logos shall inure to Customer's benefit. Customer may withdraw its consent at any time by providing written notice to LiveKit.

10. MODIFICATION AND TERMINATION#

# Modifications. Customer acknowledges and agrees that the form and nature of the Services may change from time to time, provided that such changes will not materially degrade the functionality of the Services during the then-current Term. LiveKit will use commercially reasonable efforts to provide advance notice of material changes.

# Term. Subject to earlier termination below, this Agreement will commence when a Customer first accesses, signs up for, or uses the Services. As to the Services under the Build subscription plan, the term will continue until terminated in accordance with this Agreement. LiveKit may terminate the Services under the Build subscription plan at any time. As to the Services under the Ship and Scale subscription plans, the term will continue for the subscription period selected by Customer ("Initial Term"). Unless otherwise stated, Customer's subscription plan will automatically renew for the same periods of time as the Initial Term (collectively, the Initial Term and any renewal term are the "Term") until termination of this Agreement or Customer's account. Customer may cancel its subscription plan at any time through Customer's account settings. Cancellation will take effect at the end of the then-current subscription period.

# Termination for Breach. LiveKit may terminate this Agreement for the Customer's material breach that has not been remedied within thirty (30) days after written notice (email to suffice) of such breach.

# Suspension. LiveKit may suspend Customer's access to the Services with or without prior notice if (a) LiveKit reasonably believes that the Services are being used in violation of this Agreement in a manner that presents an undue risk to LiveKit or the Services, (b) Customer does not cooperate with LiveKit's reasonable investigation of any suspected violation of this Agreement; (c) LiveKit is required by law or by a regulatory or government body to suspend Customer's Services; or (d) there is another event for which LiveKit reasonably believes that the suspension of the Services is necessary to protect its network, systems, or its other customers.

# Effect of Termination. Customer is solely responsible for exporting Customer's Content and Application Content from the Services prior to termination of this Agreement and Customer's account. After termination, LiveKit is not responsible for storing any Content or Application Content. If LiveKit terminates this Agreement or Customer's account pursuant to Section 10.3, or suspends Customer's access to the Services pursuant to Section 10.4 to comply with applicable law, or to protect the security, integrity or rights of others, Customer may not have the opportunity to export Customer's Content or Application Content before it becomes unavailable.

# Survival. Upon any termination of the Services or Customer's account this Agreement will also terminate, but Sections 2.2, 3.2, 6, 8, 10.5, 10.6, 11, 12, 13 and 14 shall continue to be effective after this Agreement is terminated.

11. DISCLAIMER#

EXCEPT AS EXPRESSLY PROVIDED ABOVE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." LIVEKIT, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS MAKE NO OTHER WARRANTIES AND DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE SERVICES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, LIVEKIT DOES NOT REPRESENT OR WARRANT THAT CUSTOMER'S USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, OR THAT OUTPUTS PROVIDED THROUGH THE SERVICES WILL BE ACCURATE. LIVEKIT MAKES NO REPRESENTATION OR WARRANTY REGARDING ANY THIRD-PARTY SERVICE PROVIDERS OR THEIR SERVICES, INCLUDING THEIR AVAILABILITY, SECURITY, DATA-HANDLING PRACTICES, OR ANY CONTENT OR OUTPUTS GENERATED BY SUCH PROVIDERS. Artificial intelligence models are probabilistic and may evolve. LiveKit may update the Services, models, safety filters, or routing to improve performance or safety, which may alter outputs or require Customer to adjust configurations. Customer is responsible for configuring the Services to meet Customer's use case, channels, and regulatory obligations.

12. LIMITATION OF LIABILITY#

EXCEPT IN CASES OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR FOR A PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS IN SECTION 8 ABOVE, A VIOLATION OF THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS, OR A PARTY'S INDEMNIFICATION OBLIGATIONS, (A) LIVEKIT'S AND CUSTOMER'S TOTAL LIABILITY FOR DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT IS LIMITED TO THE GREATER OF THE FEES PAID AND PAYABLE BY CUSTOMER UNDER THIS AGREEMENT DURING THE 12-MONTH PERIOD BEFORE THE EVENT GIVING RISE TO LIABILITY AND ONE THOUSAND DOLLARS ($1000); AND (B) NEITHER LIVEKIT NOR CUSTOMER WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER OR NOT FORESEEABLE. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS.

WITHOUT LIMITING THE FOREGOING, LIVEKIT HAS NO LIABILITY ARISING OUT OF OR RELATED TO (I) ANY CODE, CONFIGURATIONS, OR CUSTOMER CONTENT; (II) ANY THIRD-PARTY APPS, THIRD-PARTY SERVICE PROVIDERS OR NETWORKS CUSTOMER CHOOSES TO ACCESS THROUGH THE SERVICES (INCLUDING INFERENCE/MODEL PROVIDERS, TELECOMMUNICATIONS CARRIERS, OR EXTERNAL APIS); OR (III) ANY CONTENT, RECOMMENDATIONS, OR OUTPUTS GENERATED BY THIRD-PARTY APPS, INCLUDING HARMFUL, UNSAFE, OR OFFENSIVE CONTENT. THE LIMITATIONS ON LIVEKIT'S LIABILITY TO CUSTOMER APPLY WHETHER OR NOT LIVEKIT HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING. NOTWITHSTANDING ANY OF THE FOREGOING OR ANY OTHER PROVISION OF THIS AGREEMENT, LIVEKIT'S AGGREGATE LIABILITY FOR COSTS ASSOCIATED WITH ANY SECURITY BREACHES (INCLUDING, IF APPLICABLE, FOR REMEDIATION COSTS AND NOTICES TO AND CREDIT MONITORING FOR AFFECTED INDIVIDUALS) AND EACH PARTY'S AGGREGATE INDEMNIFICATION LIABILITY WILL BE LIMITED TO THE AMOUNT OF THREE TIMES (3X) THE FEES PAID AND PAYABLE BY CUSTOMER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY. FOR THE AVOIDANCE OF DOUBT, THIS SUPER CAP SHALL NOT APPLY TO ANY SECURITY BREACH TO THE EXTENT ARISING FROM LIVEKIT'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

13. INDEMNIFICATION#

# Indemnification by LiveKit. LiveKit agrees to indemnify and defend Customer against any third-party claim alleging that Customer's use of the Services infringes or misappropriates any U.S. patent, copyright, or trade secret of such third party and losses or damages finally awarded against Customer incurred in connection with such claim, provided that Customer (a) provides 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 Customer to continue using the Services, or (iii) terminate this Agreement upon 10 days' notice. LiveKit shall have no indemnity obligations hereunder to the extent a claim arises out of Customer's indemnity obligations under Section 13.2 below or for the Services under the Build subscription plan.

# Indemnification by Customer. Customer agrees to indemnify and defend LiveKit, and its subsidiaries, affiliates, officers, agents, and employees, against any third-party claim arising from or related to (a) Customer's violation of applicable laws, (b) Customer's violation of Third-Party Service Provider terms, or (c) Customer's Content, Application Content, or any integrations or use of third-party services Customer configures or enables through the Services, including any liability or expense arising from all claims, losses, damages (actual and consequential), litigation costs, and attorneys' fees. LiveKit will provide Customer with written notice of such claim.

14. GENERAL LEGAL TERMS#

# Entire Agreement and Amendments. This Agreement constitutes the entire agreement between Customer and LiveKit governing Customer's use of the Services and supersedes any prior or contemporaneous agreements relating to the Services. If any provision of this Agreement is found to be unenforceable, that provision will be modified to the minimum extent necessary so that this Agreement otherwise remains in full force and effect. Customer acknowledges and agrees that LiveKit may amend this Agreement from time to time, with at least thirty (30) days' advance notice which shall be communicated to Customer through Customer's account or registered email address. Such changes are effective on the thirtieth day (30th) following notice unless Customer provides written notice of objection prior to such date. Customer's continued access to or use of the Services following the effective date of any amendments shall constitute binding acceptance of such amendments. Electronic signatures will be considered binding for all purposes.

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

# Conflicts. If LiveKit provides Customer with a translation of the English language version of this Agreement, the English language version of this Agreement will control if there is any conflict. Any translations are for convenience only.

# Notice. On occasion, LiveKit may provide Customer notice by sending it to the email address in Customer's account or sending Customer a notice through their account.

# No Waivers. Customer agrees that if LiveKit does not exercise or enforce any legal right or remedy which is contained in the Agreement (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.

# Governing Law; Dispute Resolution. This Agreement shall be governed by the laws of the State of California without regard to its conflict of laws provisions. Any dispute arising out of or relating to this Agreement will be resolved by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules before one arbitrator in Santa Clara County, California, in English. Prior to arbitration, each party agrees to participate in a half-day, non-binding mediation session conducted via videoconference. Either party may seek injunctive relief in court to stop unauthorized use or abuse of the Services or for intellectual property infringement without first engaging in mediation or arbitration. Customer and LiveKit consent to the exclusive jurisdiction of the federal or state courts of Santa Clara County, California, for such claims. To the fullest extent permitted by law, all claims must be brought solely in an individual capacity, and not as a plaintiff or class member in any purported class or collective proceeding.

# Assignment. Neither party may assign any of its rights or obligations under this Agreement, 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 this Agreement, without consent of the other party, to its affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets so long as such assignee assumes all of the assigning party's obligations hereunder and is not a direct competitor of the non-assigning 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 this Agreement upon written notice to the assigning party.

# Order of Precedence. In the event of a conflict among the documents comprising this Agreement, the following order of precedence will apply: (1) the DPA with respect to processing of personal data, (2) this Agreement, and (3) LiveKit's Privacy Policy and Acceptable Use Policy.