logo

Terms and Conditions

Last Updated:June 28, 2023

Welcome to LiveUpSell (“LiveUpSell”, “we”, or “us”) and our website at   https://www.liveupsell.com, along with our related websites, networks, applications, mobile applications, and other services provided by us (collectively, the “Service”). 

As used in these Terms of Service, “we”, “us”, “our” and “LiveUpSell” mean 2707517 ONTARIO INC., a Canadian Company incorporated under the law of Ontario, Canada and “you” means the LiveUpSell User (if registering for or using a LiveUpSell Service as an individual), or the business employing the User (if registering for or using a LiveUpSell Service as a business) and any of its affiliates.

By signing up for an Account or by using any of our  Services (as defined below), you are agreeing to be bound by the following terms and conditions (the “Terms of Service”), the Privacy Policy. This Term of Service and all the terms and conditions contained and expressly incorporated by reference constitute a binding agreement between you and LiveUpSell.

1.1 LiveUpSell is a web application offering live shopping solutions which can be integrated with Facebook and Instagram. We can help you to create great live shopping experiences for your customers by, among other things , allowing you to :(a) create a product catalog; (b) import your product catalog to LiveUpSsell within a few minutes; (c) let your customers place their orders simply by commenting on your content; (d) automatically replying your customers’ comments through Messenger or Instagram DM and let your customer checkout swiftly; (e) manage the fulfillment of your orders and optimize your selling by analyzing valuable statistics for each live event; (f) manage your inventory to avoid selling the same item twice. .

1.2 Subject to your complete and ongoing compliance with these Terms, LiveUpSsell grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service. You may not: (a) reproduce, distribute, publicly display, or publicly perform the Service; (b) make modifications to the Service; or (c) interfere with or circumvent any feature of the Service, including any security or access control mechanism. If you are prohibited under applicable law from using the Service, you may not use it. .



2.1 To access and use our Services, you must register for a LiveUpSell account (“Account”). To complete your Account registration, you must provide us with your full legal name, business address, a valid email address, phone number and any other information indicated as by the register form. We may reject your application for an Account, or cancel an existing Account, for any reason, at our sole discretion.

2.2 You must be the older of: (i) 18 years, or (ii) at least the age of majority in the jurisdiction where you reside and from which you use the Services to open an Account. If you are under the age 18, your parent or guardian must agree to these Terms. If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms.

2.3 When you register, you will be asked to provide a password. You are solely responsible for keeping your password secure and all the activities taken under your account.We cannot and will not be liable for any loss or damage from your failure to maintain the security of your Account and password.

2.4 You acknowledge that we will use the email address you provide when opening an Account or as updated by you from time to time as the primary method for communication with you (“Primary Email Address”). You must keep the Primary Email Address you provide to us valid and your Primary Email Address must be capable of both sending and receiving messages. Your email communications with us can only be authenticated if they come from your Primary Email Address.

2.4 You confirm that you are receiving any of our Services for the purposes of carrying on a business activity and not for any personal, household or family purpose.

3.1 Subject to Section 2.2, the person signing up for the Service by opening an Account will be the contracting party (“Store Owner ”) for the purposes of our Terms of Service and will be the person who is authorized to use any corresponding Account we may provide. If you are signing up for the Services on behalf of your employer, your employer will be the Store Owner. If you are signing up for the Services on behalf of your employer, then you must use your employer-issued email address and you represent and warrant that you have the authority to bind your employer to our Terms of Service.“Store” means the online store hosted by us or physical retail location(s) associated with the Account.

3.2 You are responsible for ensuring that the name of the Store Owner (including the legal name of the company that owns the Store, if applicable) is clearly visible on the Store’s website.Your Store can only be associated with one Store Owner. A Store Owner may have multiple Stores.

3.3 You acknowledge and agree that our Services are not a marketplace, and any sale made through the Services is directly between you and the customer. You are the seller of record for all items you sell through the Services. You are responsible for the creation and operation of your Store, your Materials, the goods and services that you may sell through the Services, and all aspects of the transactions between you and your customer(s). This includes, but is not limited to, description, price, fees, tax that you calculate, defects, required legal disclosures, regulatory compliance, offers or promotional content, authorizing the charge to the customer in respect of the customer’s purchase, refunds, returns, fulfilling any sales or customer service, fraudulent transactions, alleged or actual violation of applicable laws (including but not limited to consumer protection laws in any jurisdiction where you offer products or services for sale), or your breach of these Terms of Service. You represent and warrant that your Store, your Materials and the goods and services you sell through the Services will be true, accurate, and complete, and will not violate any applicable laws, regulations or rights of third parties. For the avoidance of doubt, we will not be the seller or merchant or record and will have no responsibility for your Store or items sold to customers through the Services.

3.4 You acknowledge and agree to provide (a) a terms of service between you and customers of your Store; (b) a privacy policy that clearly discloses how you collect, use, share, and disclose personal information; (c) public-facing contact information;(d) a refund policy and order fulfillment timelines on your Store (Collectively, “Customer Terms”).The Customer Terms will be directly between you and the customer. We are not and will not be a party to the Customer Terms.

To use our Service, you need to connect your Facebook Page, Instagram business account and e-commerce store with your LiveUpSell account. By using our Service, you hereby authorize us access to the data and content on your Facebook Page, Instagram business account and e-commerce store.

5.1 LiveUpSell offers a range of subscriptions and a free trial option. At the end of a free trial, you agree to either pay applicable fees at that time or discontinue using the Service. All subscriptions will automatically renew for the same term using the payment method on file unless you change or discontinue the Service. .

5.2 In general, the applicable Fee will include (a) basic Subscription Fee; and (b) Transaction Fee relating to the value of sales made through the live selling campaign supported by us (“Revenue”). Revenue is the paid amount made by your Customer. You may choose your subscription plan on our Pricing Page. LiveUpSell can regulate all prices and fees with a minimum of one month’s notice. The User is obliged to pay the regulated price but may choose to terminate the agreement in writing according to the applicable notice periods. An announced price change will take effect from the next subscription period.

5.3 Notwithstanding anything to the contrary, the pricing for your use of the Services will depend on your agreement with us. The Fee stipulated in your agreement or fee schedule may be different from those set forth on our website.

5.4 You must keep a valid payment method on file with us to pay for all incurred and recurring Fees. You agree to save all necessary payment card information for the purpose of automatic debiting of your applicable Fees. Subscription Fees are paid in advance and will be billed in 30 day intervals (each such date, a “Billing Date”). Transaction Fees will be charged from time to time at our discretion. You will be charged on each Billing Date for all outstanding Fees that have not previously been charged. Fees will appear on an invoice, which will be sent to the User via the Primary Email Address provided. Users have approximately two weeks to bring up and settle any issues with the billing of Fees. .

5.5 All Fees are exclusive of applicable federal, provincial, state, local or other governmental sales, goods and services, harmonized or other taxes, fees or charges now in force or enacted in the future (“Taxes”).You are solely responsible for determining, collecting, withholding, reporting, and remitting applicable taxes, duties, fees, surcharges and additional charges that arise from or as a result of any sale through the live selling or your use of the Services. .

5.6 LiveUpSell does not offer any refund.No transaction refund is given on the basis of product returns after order completion. The transaction fee relates to the sale only.

6.1 The Service is owned and operated by LiveUpSell. LiveUpSell retains all right, title, and interest in and to the Service, including without limitation all trademarks, computers, other hardware, and software incorporated into or used by the Service. This Agreement does not grant you any right to reproduce, modify, distribute, or publicly display or perform the software included in the Service or any other right to the Service not specifically set forth herein.

6.2 Your Trademarks, copyright content, any products or services you sell through the Services (including description and price), and any designs, photos, images, videos, graphics, written content, audio files, code, information, or other data (collectively, “Materials”) provided or made available by you to us remains yours. You retain any copyright and other proprietary rights that you may hold in the Materials that you post to the Service, including your Store.You grant Hoorayee a non-exclusive, transferable, sub-licensable, royalty-free, worldwide right and license to host, use, distribute, expose, modify, run, copy, store, publicly perform, communicate to the public (including by telecommunication), broadcast, reproduce, make available, display, and translate, and create derivative works of any Materials provided by you in connection with the Services. We may use our rights under this license to operate, provide, and promote the Services and to perform our obligations and exercise our rights under the Terms of Service. You represent, warrant, and agree that you have all necessary rights in the Materials to grant this license. 

6.3 By uploading the Materials via the Service, you represent, and warrant that:

  1. you are the creator and owner of the Materials;
  2. your Materials, and the use of your Materials as contemplated by these Terms, does not and will not: (i) infringe, violate, or misappropriate any third party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; (iii) cause LiveUpSell to violate any law or regulation; or (iv) violate section 10 of this Term; 
  3. your Materials could not be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate.

6.4 We are under no obligation to monitor, pre-screen or control any Materials that you or other users post or publish, and will not be in any way responsible or liable for your Materials. You understand that when using the Service you will be exposed to Materials from a variety of sources and acknowledge that may be inaccurate, offensive, indecent, or objectionable. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against LiveUpSell with respect to . If notified by a user or any third party that allegedly does not conform to these Terms, we may investigate the allegation and determine in our sole discretion whether to remove the Materials, which we reserve the right to do at any time and without notice. For clarity, LiveUpSell does not permit copyright-infringing activities on the Service.

6.5 LiveUpSell does not control and does not have any obligation to monitor any content a User may post in the live event.

7.1 LiveUpSell may provide tools through the Service that enable you to export information, including your Materials, to third party services, including through features that allow you to link your account on LiveUpSell with an account on the third party service. If you use these Third Party Service, you grant us permission to allow the applicable Third Party Provider to access your data and other Materials and to take any other actions as required for the interoperation of the Third Party Service with the Service, and any exchange of data or other Materials or other interaction between you and the Third Party Provider is solely between you and such Third Party Provider.Third party services are not under LiveUpSell’s control, and, to the fullest extent permitted by law, LiveUpSell is not responsible for any third party service’s use of your exported information. The Service may also contain links to third party websites. Linked websites are not under LiveUpSell’s control, and LiveUpSell is not responsible for their content.It is your responsibility to read the terms and conditions and/or privacy policies applicable to such Third Party Services before using them

7.2 The Service may include or incorporate third party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (“Third Party Components”). Although the Service is provided to you subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict you from obtaining Third Party Components under the applicable third party licenses or to limit your use of Third Party Components under those third party licenses.

LiveUpSell welcomes any ideas and/or suggestions regarding improvements or additions to the Services. Under no circumstances will any disclosure of any idea, suggestion or related material or any review of the Services, Third Party Services or any Third Party Provider (collectively, “Feedback”) to LiveUpSell be subject to any obligation of confidentiality or expectation of compensation. By submitting Feedback to LiveUpSell (whether submitted directly to LiveUpSell or posted on any LiveUpSell hosted forum or page), you waive any and all rights in the Feedback and that LiveUpSell is free to implement and use the Feedback if desired, as provided by you or as modified by LiveUpSell, without obtaining permission or license from you or from any third party. Any reviews of a Third Party Service or Third Party Provider that you submit to LiveUpSell must be accurate to the best of your knowledge, and must not be illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable. LiveUpSell reserves the right (but not the obligation) to remove or edit Feedback of Third Party Services or Third Party Providers, but does not regularly inspect posted Feedback. 

9.1 You may not use the LiveUpSell Services for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws), the laws applicable to you in your customer’s jurisdiction, or the laws of Canada and the Province of Ontario. You will comply with all applicable laws, rules and regulations (including but not limited to obtaining and complying with the requirements of any license or permit that may be necessary to operate your store or that may be held by you) in your use of the Service and your performance of obligations under the Terms of Service.

9.2 By using the service, you agree not to:

  1. use the Service for any illegal purpose or in violation of any local, state, national, or international law ;
  2. harass, threaten, demean, embarrass, or otherwise harm any person;
  3. violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third party intellectual property right, privacy;
  4. interfere with security-related features of the Service, including by: (i) disabling or circumventing features that prevent or limit use or copying of any content; or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law;
  5. interfere with the operation of the Service or any user’s enjoyment of the Service, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) making any unsolicited offer or advertisement to another user of the Service; (iii) collecting personal information about another user or third party without consent; or (iv) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service;
  6. perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, accessing any other Service account without permission, or falsifying your age or date of birth;
  7. sell or otherwise transfer the access granted under these Terms or any Materials (as defined in Section 6) or any right or ability to view, access, or use any Materials;
  8. attempt to do any of the acts described in this Section 10 or assist or permit any person in engaging in any of the acts described in this Section 10.

9.3 Violation of this section may lead to suspension or termination of your account or legal action. In addition, the user may be required to pay for the costs of investigation and remedial action. LiveUpSell reserves the right to take any other remedial action it sees fit. 

TTHE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. LiveUpSell DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. LiveUpSell DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND LiveUpSell DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. .

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR LiveUpSell OR ANY OF ITS AFFILIATES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING LiveUpSell OR ANY OF ITS AFFILIATES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY OTHER SERVICE USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA, INCLUDING USER CONTENT.

THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. LiveUpSell does not disclaim any warranty or other right that LiveUpSell is prohibited from disclaiming under applicable law.

11.1 You expressly understand and agree that, to the extent permitted by applicable laws, LiveUpSell and its suppliers will not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses arising out of or relating to the use of or inability to use the Service or these Terms of Service (however arising, including negligence).

11.2 TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF LiveUpSell AND ITS AFFILIATES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID TO LiveUpSell FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO CLAIM; OR (B) $200.

11.3 You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, LiveUpSell partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of (a) your breach of these Terms of Service or the documents it incorporates by reference (including any agreement or schedule you entered into with us separately); (b) or your violation of any law or the rights of a third party; or (c) any aspect of the transaction between you and your Customer, including but not limited to refunds, fraudulent transactions, alleged or actual violation of applicable laws (including but not limited to Federal and State consumer protection laws), or (d) any Product.We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.

12.1 The term of these Terms of Service will begin on the date of your completed registration for use of our Service and continue until terminated by us or by you, as provided below (the “Term”).

12.2 You may cancel your Account and terminate the Terms of Service at any time by contacting LiveUpSell Support and then following the specific instructions indicated to you in our response.

12.3 Without limiting any other remedies, we may suspend or terminate your Account or the Terms of Service for any reason, without notice and at any time (unless otherwise required by law), including if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with the use of the Services. Termination of the Terms of Service will be without prejudice to any rights or obligations which arose prior to the date of termination.

12.4 Upon termination of the Services by either party for any reason:

  1. LiveUpSell will cease providing you with the Services and you will no longer be able to access your Account;
  2. unless otherwise provided in the Terms of Service, you will not be entitled to any refunds of any Fees, pro rata or otherwise;

We reserve the right, in our sole and absolute discretion, to update or change any portion of the Terms of Service at any time. We will provide you with reasonable advance notice of changes to the Terms of Service that materially adversely affect your use of the Services or your rights under the Terms of Service by sending an email to the Primary Email Address, providing notice through the LiveUpSell administrative console, or by similar means. However, LiveUpSell may make changes that materially adversely affect your use of the Services or your rights under the Terms of Service at any time and with immediate effect (i) for legal, regulatory, fraud and abuse prevention, or security reasons; or (ii) to restrict products or activities that we deem unsafe, inappropriate, or offensive. Unless we indicate otherwise in our notice (if applicable), any changes to the Terms of Service will be effective immediately upon posting of such updated terms at this location. Your continued access to or use of the Services after we provide such notice, if applicable, or after we post such updated terms, constitutes your acceptance of the changes and consent to be bound by the Terms of Service as amended. If you do not agree to the amended Terms of Service, you must stop accessing and using the Services.

14.1 The Terms of Service will be governed by and interpreted in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, without regard to principles of conflicts of laws.

15.2 The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the Province of Ontario with respect to any dispute or claim arising out of or in connection with the Terms of Service. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms of Service and is hereby expressly excluded.

15.1 The Terms of Service, including the documents it incorporates by reference, constitute the entire agreement between you and LiveUpSell and govern your use of the Services and your Account, superseding any prior agreements between you and LiveUpSell (including, but not limited to, any prior versions of the Terms of Service).

15.2 Please read the LiveUpSell Privacy Policy at https://www.liveupsell.com/privacy/ carefully for information relating to our collection, use, storage, disclosure of your personal information. The LiveUpSell Privacy Policy is incorporated by this reference into, and made a part of, these Terms.

15.3 The failure of LiveUpSell to exercise or enforce any right or provision of the Terms of Service will not constitute a waiver of such right or provision. If any provision of the Terms of Service, including all terms and conditions and other documents it incorporates by reference, is held by a court of competent jurisdiction to be contrary to law, such provision will be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remaining provision of the Terms of Service will remain in full force and effect.

15.4 If any provision, or portion of the provision, in these Terms of Service is, for any reason, held to be invalid, illegal or unenforceable in any respect, then such invalidity, illegality or unenforceability will not affect any other provision (or the unaffected portion of the provision) of the Terms of Service, and the Terms of Service will be construed as if such invalid, illegal or unenforceable provision, or portion of the provision, had never been contained within the Terms of Service.

15.5 Contact Information. 

The Service is offered by 2707517 ONTARIO INC., located at 15 ALLSTATE PKY

MARKHAM ON L3R 5B4. You may contact us by sending correspondence to that address or by emailing us at [email protected].