Last Modified: November 2024

THESE AUTHORIZED USER TERMS OF USE (“Terms of Use”) govern your use of the imagine.io software platform (the “Software”), including all user manuals, technical manuals, and any other materials provided by Licensor, in printed, electronic, or other form, that describe the Software or its use or specifications (the “Documentation”) provided to you (“you” or “your”) for use pursuant to and subject to a Software as a Service Agreement (the “Software License Agreement”) between Live Furnish, Inc. doing business as imagine.io (“Licensor”) and your employer or other person or entity who owns or otherwise lawfully controls access to the Software (“Licensee”).

BY CLICKING THE “SIGNUP” OR “ACCEPT” BUTTON, YOU: (1) REPRESENT THAT YOU ARE DULY AUTHORIZED BY LICENSEE TO ACCESS AND USE THE SOFTWARE; AND (2) ACCEPT THESE TERMS OF USE AND AGREE THAT YOU ARE LEGALLY BOUND BY THEM. IF YOU DO NOT AGREE TO THESE TERMS OF USE, DO NOT CLICK THE “SIGNUP” OR “ACCEPT” BUTTON AND YOU WILL HAVE NO LICENSE TO, AND MUST NOT ACCESS OR USE, THE SOFTWARE. BY USING THE SOFTWARE, YOU ACKNOWLEDGE AND AGREE TO LICENSOR’S PRIVACY POLICY WHICH IS INCORPORATED HEREIN BY REFERENCE AND MAY BE FOUND HERE.

1) License Grant

Subject to your strict compliance with these Terms of Use, Licensor hereby grants you a non-exclusive, non-transferable, non-sublicensable, limited license to use the Software solely in accordance with the Documentation, as accessed by your computer, smartphone, or other web access device. The foregoing licensee will terminate immediately on the earlier to occur of:

a.) The expiration or earlier termination of the Software License Agreement between Licensor and Licensee; or

b.) You ceasing to be authorized by Licensee to use the Software for any or no reason.

2) Use Restrictions

You should not directly or indirectly:

a.) Use the Software or Documentation except as set forth in Section 1.

b.) Copy the Software or Documentation, in whole or in part.

c.) Modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Software or any part thereof.

d.) Combine the Software or any part thereof with, or incorporate the Software or any part thereof in, any other programs.

e.) Reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Software or any part thereof.

f.) Remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices included on or in the Software or Documentation, including any copy thereof.

g.) Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise provide any access to or use of the Software or any features or functionality of the Software, for any reason, to any other person or entity, including any subcontractor, independent contractor, affiliate, or service provider of Licensee, whether or not over a network and whether or not on a hosted basis, including in connection with the internet, web hosting, wide area network (WAN), virtual private network (VPN), virtualization, time-sharing, service bureau, software as a service, cloud, or other technology or service.

h.) Use the Software or Documentation in, or in association with, the design, construction, maintenance, or operation of any hazardous environment or systems, including:

• Power generation systems.

• Aircraft navigation or communication systems, air traffic control systems, or any other transport management systems.

• Safety-critical applications, including medical or life-support systems, vehicle operation applications, or any police, fire, or other safety response systems; and

• Military or aerospace applications, weapons systems, or environments.

i.) Use the Software or Documentation in violation of any law, regulation, or rule.

j.) Use the Software or Documentation for purposes of competitive analysis of the Software, the development of a competing software product or service, or any other purpose that is to Licensor’s commercial disadvantage.

k.) Use any software, script, robot, spider, or other automatic device, process, or means (including crawlers, browser plugins, add-ons, or any other technology) to access the Software for any purpose, including without limitation, to scrape or otherwise copy any of the data or content made available or produced using the Software or to train or operate any software or service to the extent that it incorporates a large language model, foundation model, deep machine learning, generative artificial intelligence, or any other process of a nature commonly referred to as artificial intelligence.

3) Authorized User Responsibilities

a.) Account registration requires you to submit to the Licensor certain personal information, such as your name, address, and mobile phone number, as well as at least one valid payment method (either a credit card or accepted payment partner) at the time of making payment. You agree to maintain accurate, complete, and up-to-date information in your account. Your failure to maintain accurate, complete, and up-to-date account information may result in your inability to access and use the Software.

b.) You are responsible for all activity that occurs under your account, and you agree to always maintain the security and secrecy of your account username and password. Please notify Customer Support immediately if you become aware of any unauthorized use of your account.

c.) You understand and acknowledge that, although the Internet is often a secure environment, sometimes there are interruptions in service or events that are beyond the control of Licensor, and Licensor shall not be responsible for any data lost while transmitting information on the Internet.

d.) When the Software provides storage, Licensor recommends that you also back up your content elsewhere regularly. Licensor may create reasonable technical limits on file size, storage space, processing capacity, and other technical limits. The licensor may suspend your access to the Software until you are within the storage space limit associated with your account.

e.) You undertake, without limitation, not to use or permit anyone else to use the Software:

• To upload, send, or receive any information for which you have not obtained all necessary license and/or approvals (from Licensor or third parties); or which constitutes or encourages conduct that would be considered a criminal offense, give rise to civil liability, or otherwise be contrary to the law of or infringe the rights of any third party in any country in the world.

• To upload, send, or receive any material that is technically harmful (including computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data, malicious software, harmful data, or anything else that may interrupt, interfere with, corrupt, or otherwise cause loss, damage, destruction, or limitation to the functionality of any software or computer equipment).

• To intercept or attempt to intercept any communications transmitted by way of a telecommunication system (A) for a purpose other than which we have designed them or intended them to be used; (B) for any fraudulent purposes; or (C) in any way which is calculated to incite hatred against any ethnic, religious, or any other minority or is otherwise calculated to adversely affect any individual, group, or entity.

• To upload, send or receive any material, which is not civil or tasteful.

• To upload, send, or receive any material, including user content, which is unlawful, harmful, tortious, threatening, abusive, harassing, hateful, racist, sexist, homophobic, transphobic, infringing, pornographic, violent, misleading, grossly offensive, of an indecent, obscene or menacing character, blasphemous or defamatory or of a libelous nature of any person or entity, in contempt of court or in breach of confidence, or which infringes the rights of another person or entity, including copyrights, trademarks, trade secrets, patents, rights of personality, publicity, or privacy or any other third-party rights.

• To cause annoyance, inconvenience, or needless anxiety.

f.) The following uses of the Software are expressly prohibited, and you undertake not to do (or to permit anyone else to do) any of the following:

• Resell the Software.

• Furnish false data including false names, addresses, contact details, and fraudulent use of credit/debit card numbers.

• Attempt to circumvent Licensor’s security or network including accessing data not intended for you, logging into a server or account you are not expressly authorized to access or probe the security of other networks (such as running a port scan).

• Access the Software in such a way as to, or commit any act that would or does, impose an unreasonable or disproportionately large burden on Licensor’s infrastructure or that otherwise interrupts or interferes with its functionality, efficiency, or operation.

• Send malicious emails, including flooding a user or site with very large or numerous emails.

• Enter fraudulent interactions or transactions with Licensor, which shall include entering into interactions or transactions purportedly on behalf of a third party where you have no authority to bind that third party, or you are pretending to be a third party.

• Engage in any unlawful or criminal activity in connection with the use of the Software.

• Copy or use any other user’s content for any personal or commercial purposes.

g.) Any conduct by you that in Licensor’s exclusive discretion is in breach of the Software License Agreement or these Terms of Use or which restricts or inhibits any other user from using or enjoying the Software is strictly prohibited. You shall not use the Software to advertise or perform any commercial, religious, political, or non-commercial solicitation, including, but not limited to, the solicitation of users of the Software to become users of other online or offline services directly or indirectly competitive or potentially competitive with Licensor.

h.) Licensor reserves the right to prevent you from using the Software (or any part of thereof) if your conduct is found to be in question or in contravention of the Software License Agreement or these Terms of Use.

4) Collection and Use of Information

a.) Licensor may, directly or indirectly through the services of others, collect and store information regarding the use of the Software and about equipment on which the Software is installed or through which it is otherwise accessed and used, by means of (i) providing maintenance and support services and (ii) security measures included in the Software.

b.) You agree that Licensor may use such information for any purpose related to any use of the Software by you, including but not limited to: (i) improving the performance of the Software or developing updates; (ii) verifying compliance with the terms of the Software License Agreement and these Terms of Use; and (iii) enforcing Licensor’s rights, including all intellectual property rights in and to the Software.

5) Intellectual Property Rights

You acknowledge that the Software and illustrations, graphics, photographic images, drawings, designs, renderings, information, and other content of any type that is owned or licensed by Licensor and in any visual or digital format that is made available for public libraries for use of the Software (the “Licensor Content”) is provided under license, and not sold, to you. You do not acquire any ownership interest in the Software or the Licensor Content under the Software License Agreement or these Terms of Use, or any other rights to the Software or the Licensor Content other than to use the Software in accordance with the license granted under the Software License Agreement and these Terms of Use, subject to all terms, conditions, and restrictions. Licensor reserves and shall retain its entire right, title, and interest in and to the Software and the Licensor Content and all intellectual property rights arising out of or relating to the Software and the Licensor Content, subject to the license expressly granted to Licensee in the Software License Agreement for images, renderings, and other electronic file types that are downloadable for purchase through the Software (the “Deliverables”). You shall safeguard all Software and Licensor Content (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access.

6) Sharing Your Content

The Software may provide features that allow you to share your content with other authorized users or to make it public. In this context, share means to email, post, transmit, upload, or otherwise make available (whether to Licensor or other users) through the use of the Software. Other users may use, copy, modify, or re-share your content in many ways. Please carefully consider what you choose to share or make public as you are responsible for the content that you share.

7) Disclaimer of Liability

The Software and its content are provided by Licensor on an “as is” basis. Licensor makes no representations or warranties of any kind, expressed or implied, as to the operation of the Software or the information, content, materials, or products included on the Software. Licensor, to the full extent permissible by applicable law, disclaims all warranties, expressed or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Licensor will not be liable for any damages of any kind arising from the use of the Software, including but not limited to direct, indirect, incidental, punitive, and consequential damages, or any damages resulting from reliance on the content or information provided, loss of profits, lost data, or loss of use, even if advised of the possibility of such damages in advance. All product specifications are subject to change without notice.

IN NO EVENT WILL LICENSOR OR ANY OF ITS LICENSORS OR SERVICE PROVIDERS BE LIABLE TO YOU FOR ANY USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE SOFTWARE. YOU ARE PROVIDED THE SOFTWARE PURSUANT TO THE SOFTWARE LICENSE AGREEMENT BETWEEN LICENSOR AND LICENSEE, SOLELY FOR THE BENEFIT OF LICENSEE AND AT LICENSEE’S DISCRETION. YOU ACKNOWLEDGE THAT YOU HAVE NO RIGHTS UNDER THAT AGREEMENT, INCLUDING ANY RIGHTS TO ENFORCE ANY OF ITS TERMS. ANY OBLIGATION OR LIABILITY LICENSOR OR ITS LICENSORS OR SERVICE PROVIDERS MAY HAVE WITH RESPECT TO YOUR USE OR INABILITY TO USE THE SOFTWARE SHALL BE SOLELY TO LICENSEE PURSUANT TO THAT AGREEMENT AND SUBJECT TO ALL LIMITATIONS OF LIABILITY SET FORTH THEREIN.

8) Export Regulation

The Software may be subject to United States export control laws, including the Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Software to, or make the Software or Documentation accessible from any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Software available outside the United States.

9) Governing Law

These Terms of Use are governed by and construed in accordance with the internal laws of the State of Texas without giving effect to any choice or conflict of law provision or rule (whether of the State of Texas or any other jurisdiction) that would cause the application of Laws of any jurisdiction other than those of the State of Texas.