LiveCRM Master Subscription Agreement
This Master Subscription Agreement (the "Agreement") is between LiveCRM, Inc., a Delaware corporation ("LiveCRM", "we", "us"), and the entity or person that accepts it ("Customer", "you"). You accept this Agreement by checking the acceptance box and creating an account, by signing an Order Form that references it, or by using the Service. If you accept on behalf of a company or other organization, you represent that you have authority to bind it, and "Customer" means that organization. If you do not have that authority, or do not agree, do not use the Service.
1. Definitions #
"Service" means the LiveCRM hosted software, including the web application, the application programming interface, the Model Context Protocol endpoint, and related documentation, as updated from time to time.
"Customer Data" means all data that you or your Users submit to the Service or that the Service retrieves on your behalf from a Connected System, including CRM records, field values, configuration, rules, and templates.
"Connected System" means a customer relationship management system or other third-party system that you authorize the Service to access, such as Salesforce or HubSpot.
"Third-Party Service" means any product or service not provided by LiveCRM, including Connected Systems, data providers, and AI model providers, whether you connect it with your own credentials or it is used by LiveCRM as a subprocessor.
"CRM Write" means one record created, updated, or deleted in a Connected System by the Service, or one group of records merged by the Service, as counted and displayed in your account. A change the Connected System rejects, a partially completed merge, a reversal, a normalization, and an alert are not CRM Writes.
"Run" means one execution of one or more of the Service's tools against a scoped set of records.
"Output" means proposals, previews, scores, classifications, suggested changes, and other results that the Service generates.
"User" means an individual you authorize to use the Service under your account, including an AI agent or other software acting with credentials you or your Users issue.
"Order Form" means an ordering document or online checkout that you and LiveCRM agree to and that references this Agreement.
"Subscription Term" means the period stated in an Order Form, including renewals.
2. Free Trial #
2.1 Trial access. LiveCRM may offer a free trial of the Service. A trial includes an allowance of 1,000 CRM Writes and lasts 30 days from account creation, or ends earlier when the allowance is used, when you start a paid subscription, or when LiveCRM ends the trial program on notice.
2.2 Trial limits. When the allowance is used or the trial period ends, the Service stops performing CRM Writes. You may continue to view your data, previews, review queue, and audit history, and you may continue to reverse changes the Service made.
2.3 No warranty or commitment during trial. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, THE TRIAL IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTY, SERVICE LEVEL, SUPPORT COMMITMENT, OR INDEMNITY FROM LIVECRM, AND LIVECRM'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO A TRIAL IS LIMITED TO ONE HUNDRED U.S. DOLLARS (US $100).
2.4 Data after trial. If you do not start a paid subscription, the Customer Data held in your account remains there until you ask LiveCRM to delete it under Section 9.4. Changes the Service already made to your Connected Systems remain in those systems.
2.5 One trial. Each organization may use one trial unless LiveCRM agrees otherwise. LiveCRM may decline or end a trial at its discretion, including where it reasonably suspects abuse.
3. Subscriptions #
3.1 Access. Subject to this Agreement and payment of applicable fees, LiveCRM grants you a non-exclusive, non-transferable right during the Subscription Term to access and use the Service for your internal business purposes, within the plan limits in your Order Form.
3.2 Users and credentials. You are responsible for your Users, for keeping credentials confidential, and for all activity under your account, including activity by AI agents or other software acting with credentials you or your Users issue or approve. You will notify LiveCRM promptly of any unauthorized use.
3.3 Updates. LiveCRM may modify the Service. LiveCRM will not materially reduce the core functionality of a paid subscription during its current Subscription Term.
3.4 Features in preview. Features labeled beta, preview, early access, or similar are provided as described in Section 2.3 for trials, whether or not you are on a paid plan.
4. Fees and Payment #
4.1 Fees. You will pay the fees in your Order Form or on LiveCRM's pricing page at the time of purchase. Unless an Order Form says otherwise, fees are billed in advance, are due on receipt, and are non-refundable except as this Agreement expressly provides.
4.2 Usage above plan. If your plan includes metered usage such as CRM Writes, usage above the included amount is billed at the rate in your Order Form or on the pricing page.
4.3 Taxes. Fees exclude taxes. You are responsible for all sales, use, value-added, and similar taxes, other than taxes on LiveCRM's net income.
4.4 Late payment. LiveCRM may suspend paid access if an undisputed amount is more than 30 days overdue, after giving you at least 10 days' notice.
4.5 Your own Third-Party Service costs. If you connect a Third-Party Service with your own credentials, including a data provider or an AI model provider, you pay that provider directly under your own agreement with it. LiveCRM does not charge a margin on those services.
5. Customer Responsibilities #
5.1 Authority to connect. You represent that you have all rights, permissions, and consents needed for LiveCRM to access, process, and change Customer Data in each Connected System you authorize, including under your agreements with the provider of that system and under applicable privacy law.
5.2 Configuration and approval. The Service acts on the rules, templates, thresholds, scopes, and approvals that you and your Users configure. You are responsible for reviewing proposed changes before approving them, for the automation settings you enable, and for any Run you or your Users start.
5.3 Recommended practice. LiveCRM recommends that you first connect a sandbox or test environment, and that you connect production systems through a dedicated integration user with only the permissions the Service needs.
5.4 Acceptable use. You will not, and will not permit anyone to: (a) use the Service in violation of law or of any Third-Party Service's terms; (b) process data you have no right to process, or use the Service to send unsolicited communications; (c) upload malicious code or attempt to gain unauthorized access to the Service or to other customers' data; (d) interfere with or overload the Service, or circumvent its usage limits; (e) reverse engineer the Service except as law expressly permits; (f) resell or provide the Service to third parties except as an Order Form allows; (g) use the Service to build a competing product; or (h) process special categories of personal data, protected health information, payment card data, or government identifiers through the Service unless an Order Form expressly permits it.
6. AI Features and Output #
6.1 Nature of Output. Some features use machine learning and large language models. Output may be incomplete, inaccurate, or unsuitable for your purpose. You are responsible for evaluating Output before relying on it or approving a change based on it.
6.2 Ownership of Output. As between the parties, you own Output generated from your Customer Data, subject to LiveCRM's rights in the Service.
6.3 No training on Customer Data. LiveCRM will not use Customer Data to train or fine-tune any AI model, and will not permit its AI subprocessors to do so.
6.4 Your own AI key. If you connect your own AI model provider account, requests made with that key are governed by your agreement with that provider, and that provider is not LiveCRM's subprocessor for those requests. If you do not connect your own key, including during a trial unless you connect one, LiveCRM uses its own account with the AI subprocessor listed on its subprocessor page.
7. Changes to Connected Systems and Reversal #
7.1 Recorded changes. The Service records each CRM Write it makes, including the prior values it read before the change, and offers a reversal for recorded changes where the Connected System allows it.
7.2 Limits of reversal. Reversal restores values the Service recorded. It is not a backup of your Connected Systems and does not undo effects outside the changed records, including workflows, automations, notifications, integrations, or reports that ran in your Connected Systems because of a change, or changes other people or systems made to the same records after the Service's change. Some operations, including certain merges, may not be fully reversible. You are responsible for maintaining your own backups of your Connected Systems.
7.3 Connected System limits. Connected Systems impose their own rate limits, validation rules, and permissions. The Service may decline or partially complete a Run to respect those limits. LiveCRM is not responsible for the availability or behavior of Connected Systems.
8. Third-Party Services #
Your use of a Third-Party Service is governed by your agreement with its provider. LiveCRM does not warrant or support Third-Party Services and is not responsible for their acts, omissions, data, or availability. If a Third-Party Service changes or ends its interoperation with the Service, LiveCRM may modify or discontinue the affected feature without liability.
9. Data Protection #
9.1 Ownership. You own Customer Data. You grant LiveCRM a worldwide, limited right during the term to host, copy, process, transmit, and display Customer Data only as needed to provide, secure, and support the Service and as you instruct through your use of it.
9.2 Security. LiveCRM maintains administrative, technical, and physical safeguards designed to protect Customer Data, as described at livecrm.ai/security. LiveCRM will not materially decrease the overall protection of those safeguards during a paid Subscription Term.
9.3 Subprocessors. LiveCRM uses the subprocessors listed at livecrm.ai/subprocessors and will update that list before adding a new subprocessor that processes Customer Data. LiveCRM is responsible for its subprocessors' performance of LiveCRM's obligations under this Agreement.
9.4 Deletion. At any time, including after a trial or subscription ends, your account administrator may ask LiveCRM in writing to delete the Customer Data held in your account. LiveCRM will delete it within 30 days of the request, except that copies in backups expire on the normal backup cycle and records LiveCRM must keep by law may be retained for that purpose, in each case subject to Section 11. Deletion ends your access to the account and to reversal of past changes.
9.5 Export. During a paid Subscription Term and for 30 days after it ends, you may export your audit history and configuration in the formats the Service makes available.
9.6 Security incidents. LiveCRM will notify you without undue delay, and in any event within 72 hours, after confirming unauthorized access to Customer Data in LiveCRM's systems, and will provide information reasonably needed for you to meet your own obligations.
9.7 Personal data. To the extent LiveCRM processes personal data on your behalf, LiveCRM acts as your processor or service provider and will process it only on your documented instructions, which include this Agreement and your use of the Service. LiveCRM will not sell or share that personal data, as those terms are defined under the California Consumer Privacy Act. LiveCRM's data processing addendum is published at livecrm.ai/dpa and forms part of this Agreement.
9.8 Usage information. LiveCRM may collect information about how the Service is used, such as feature usage and performance metrics, and may use it to operate and improve the Service, provided that it does not disclose Customer Data or identify you or any individual.
10. Intellectual Property and Feedback #
10.1 LiveCRM property. LiveCRM and its licensors own the Service and all related intellectual property, including improvements. No rights are granted except as expressly stated.
10.2 Feedback. If you give LiveCRM suggestions or feedback, LiveCRM may use them without restriction or obligation.
11. Confidentiality #
Each party will protect the other's non-public information that is marked confidential or that a reasonable person would understand to be confidential, using at least reasonable care, and will use it only to perform under this Agreement. Customer Data is your confidential information. These obligations do not apply to information that is or becomes public without breach, was known without restriction before disclosure, is independently developed, or is rightfully received from a third party without restriction. A party may disclose confidential information when law requires, after giving notice where lawful. These obligations continue for three years after termination, and for as long as the information is retained in the case of Customer Data.
12. Warranties and Disclaimers #
12.1 Paid Service warranty. During a paid Subscription Term, LiveCRM warrants that the Service will perform materially as described in its documentation. Your exclusive remedy for breach of this warranty is for LiveCRM to use reasonable efforts to correct the nonconformity, and if it cannot do so within 30 days of your written notice, for either party to terminate the affected subscription and for LiveCRM to refund prepaid fees for the remaining term.
12.2 Mutual. Each party warrants that it has authority to enter into this Agreement.
12.3 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS SECTION, THE SERVICE AND ALL OUTPUT ARE PROVIDED "AS IS", AND LIVECRM DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICE OR OUTPUT WILL BE ERROR-FREE, UNINTERRUPTED, OR ACCURATE, OR THAT DATA OBTAINED FROM A THIRD-PARTY SERVICE WILL BE CORRECT.
13. Indemnification #
13.1 By LiveCRM. For paid subscriptions, LiveCRM will defend you against third-party claims alleging that the Service, as provided by LiveCRM, infringes that third party's intellectual property rights, and will pay resulting damages finally awarded or agreed in settlement. This does not apply to claims arising from Customer Data, Third-Party Services, combinations LiveCRM did not provide, or use in breach of this Agreement. If the Service is or may be subject to such a claim, LiveCRM may modify it, obtain a license, or terminate the affected subscription and refund prepaid fees for the remaining term.
13.2 By Customer. You will defend LiveCRM against third-party claims arising from Customer Data, your use of Connected Systems or other Third-Party Services with the Service, or your breach of Section 5, and will pay resulting damages finally awarded or agreed in settlement.
13.3 Process. The indemnified party must give prompt notice, reasonable cooperation, and sole control of the defense and settlement, except that no settlement may impose an obligation on the indemnified party without its consent.
14. Limitation of Liability #
14.1 Cap. EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE FEES YOU PAID OR OWED TO LIVECRM IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY. SECTION 2.3 GOVERNS TRIALS.
14.2 Exclusion of damages. EXCEPT FOR EXCLUDED CLAIMS, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THEIR POSSIBILITY.
14.3 Excluded claims. "Excluded Claims" means your payment obligations, a party's indemnification obligations, and your breach of Section 5.4.
15. Term and Termination #
15.1 Term. This Agreement continues until all trials and Subscription Terms have ended. Subscription Terms renew for successive periods equal to the prior term unless either party gives notice of non-renewal at least 30 days before the end of the current term, or as the Order Form states.
15.2 Termination for cause. Either party may terminate this Agreement or an Order Form if the other party materially breaches it and does not cure within 30 days after written notice.
15.3 Your termination. You may stop using a trial at any time. You may cancel a paid subscription effective at the end of the current Subscription Term.
15.4 Suspension. LiveCRM may suspend access immediately if it reasonably believes your use poses a security risk, may harm the Service or others, or violates Section 5.4, and will restore access once the issue is resolved.
15.5 Survival. Sections 2.3, 4, 7.2, 9.4, 10, 11, 12.3, 13, 14, 15.5, and 16 survive termination.
16. General #
16.1 Governing law and venue. This Agreement is governed by the laws of the State of Delaware, without regard to conflict of laws rules. The state and federal courts located in the State of Delaware have exclusive jurisdiction, and each party consents to them.
16.2 Changes to this Agreement. LiveCRM may update this Agreement by posting a new version with a new effective date and, for material changes, notifying account administrators by email or in the Service at least 30 days in advance. Updates take effect for trials on posting, and for paid subscriptions at the start of the next Subscription Term unless you agree earlier. The version you accepted is recorded in your account.
16.3 Publicity. Neither party will use the other's name or logo publicly without the other's prior written consent.
16.4 Assignment. Neither party may assign this Agreement without the other's consent, except to a successor in a merger, acquisition, or sale of all or substantially all of its relevant assets, with notice.
16.5 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, other than payment obligations.
16.6 Notices. Notices to LiveCRM go to jaime@livecrm.ai. Notices to you go to the email address of your account administrator. Email notice is effective when sent.
16.7 Export and sanctions. Each party will comply with applicable export control and sanctions laws. You represent that you are not located in, or controlled by a person in, an embargoed jurisdiction or on a restricted party list.
16.8 Independent contractors. The parties are independent contractors.
16.9 Order of precedence. If there is a conflict, an Order Form controls over this Agreement only for the transaction it covers.
16.10 Entire agreement. This Agreement and any Order Forms are the parties' entire agreement on their subject and supersede prior agreements on it. Terms in a purchase order or other document you issue do not apply. If a provision is unenforceable, the rest remains in effect. A waiver must be in writing.