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You are permitted to use the software Application on this server for, and only for, the uses for which you have been authorized.  Before using the Application, you should first read the accompanying User Agreement.

ONCE YOU HAVE BROUGHT UP THE SUBSCRIPTION AGREEMENT ON YOUR SCREEN, READ ITS TERMS AND CONDITIONS CAREFULLY.  IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THE SUBSCRIPTION AGREEMENT, YOU SHOULD NOTIFY LIVEWIRE CONTACTS BY PHONE (617-799-4413) OR E-MAIL (info@livewirecontacts.com) AND IMMEDIATELY DISCONTINUE YOUR ACCESS TO THE APPLICATION.  IF YOU CONTINUE TO ACCESS OR USE THE APPLICATION, YOU WILL BE DEEMED TO HAVE ACCEPTED THE TERMS AND CONDITIONS OF THE SUBSCRIPTION AGREEMENT AS SET OUT BELOW.

1.	Introduction.  LiveWire Contacts provides access to various software products (the "Application"), for organizations and individuals who wish to manage information with the help of LiveWire Contacts's products and services set forth below.  The Application is a data organizer that contains some or all of the following features:  data arranged in the form of name and addresses, calendars, reports, message boards, reminders.  Some Applications may include access to third-party databases, as further described in Section 3.3.  Features for each Application are described on the LiveWire Contacts Web page.

2.	Grant of License

2.1	License to Access the Application.  Subject to the terms and conditions of this Agreement, LiveWire Contacts hereby grants you a non-exclusive, non-transferable license to use the Application that you have selected during the time period you have chosen.  You shall not have the right to grant access to the Application to any persons other than users that have been designated by you and agreed to by LiveWire Contacts, or to reproduce or alter the object code contained therein, or to access the data of any third party (unless you have signed up for authorized third party access).  Your access will be limited to information and portions of databases that you have subscribed for.  Except as expressly authorized in this Agreement, you may not reproduce, alter, distribute or transfer (by any means), display, sublicense, rent, lease, reverse engineer, decompile or disassemble, use in a service bureau, or create derivative works from the Application or use the services set forth herein to attempt to do any of the foregoing.  Further, you may not download or attempt to download the Application or any portion thereof onto your own servers or those of any third party.  You also shall not create an Internet "link" to the Application or "frame" or "mirror" any Application contained on, or accessible from, the Application on any other server or Internet-based device without express written permission.

2.2	Third Party Interaction. In your use of the Application, you may enter into correspondence with, purchase goods and/or services, or participate in promotions of advertisers or sponsors showing their goods and/or services through the Application. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third party. LiveWire Contacts shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third party.

2.3	Links to Third Party Sites. LiveWire Contacts does not endorse any sites on the Internet which are linked through the Application. LiveWire Contacts is providing these links to you only as a matter of convenience, and in no event shall LiveWire Contacts be responsible for any content, products, or other materials on or available from such sites.

2.4	Amendments to License.  LiveWire Contacts reserves the right to change any information including but not limited to revising and/or deleting features or other information without prior notice. Clicking on certain links within the web site might take you to other web sites for which LiveWire Contacts assumes no responsibility of any kind for the content, availability or otherwise. The Application presented at this site may vary depending upon your browser limitations.

3.	Consideration and Payments.  You may choose between various payment plans, some of which are linked to certain Applications.

3.1	Monthly Plan.  You may elect the monthly plan, under which you will pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable, as set forth in LiveWire Contacts's Customer Price List. You must provide LiveWire Contacts with a valid credit card or purchase order information as a condition to signing up for the Application beyond any promotion period.

3.2	Annual Plan.  In the alternative, you may elect to pay annually in advance at the discount shown in the Customer Price List.

3.3	Special Plan.  LiveWire may from time to time offer various special plans.  Such plans may be available only on a six-month prepayment basis, or other basis.

3.4	Any Plan.  You are responsible for any taxes levied on your transaction with LiveWire.  If timely payment is not received or cannot be charged to your credit card for any reason, LiveWire Contacts reserves the right to either suspend or terminate your access to the Application and your account and to terminate this Agreement in accordance with Section 8.4. If LiveWire Contacts receives a cancellation notice from you, you will be obligated to pay balance due on your account. You agree that LiveWire Contacts may charge such unpaid fees to your credit card (for monthly plans) or otherwise bill you for such unpaid fees.

4.	Proprietary Rights

4.1	Of LiveWire Contacts.  All right, title, and interest in and to the Application shall remain with LiveWire Contacts, and you shall neither have nor obtain any right to access or use the Application except as expressly provided for in this Agreement.  You understand that this Agreement conveys no right to use or register any trademark or trade name of the Application or of LiveWire Contacts.  LiveWire Contacts is the copyright owner or licensee of the Application and/or information on this Web Site including but not limited to any screens appearing at the site. You may not download and/or save a copy of any of the screens except as provided in this Agreement, except that you may print a copy of the information on the site for your internal use. By placing its material on its own Web Site LiveWire Contacts has not granted anyone any license or other authorization to use its trademarks, service marks, copyrights or other intellectual property.

4.2	Of yours.  You retain the right to all private candidate data, such as company data, private content, and job order data that you have entered onto LiveWire Contacts's servers.

5.	Obligation of Non-Disclosure

5.1	Of yours.  You agree to keep strictly confidential any confidential information of LiveWire Contacts.  LiveWire Contacts's confidential information is deemed to be the Application itself and the terms and conditions of this Agreement, including pricing information.

5.2	Of Livewire Contacts.  LiveWire Contacts agrees to keep strictly confidential your confidential information.   Your confidential information is deemed to be your database that is resident on LiveWire Contacts's servers and any other information of yours, not resident on LiveWire Contacts's servers, whether electronic or hard copy, that you have marked as confidential.

5.3	Duty of Care.  Each of us shall protect the confidentiality of the other's confidential information with at least the same degree of care that each of us protects our own confidential information.  This obligation shall run for five years from termination of this Agreement.

5.4	Exceptions to Non-Disclosure.  The obligations set forth in Sections 5.1, 5.2 and  5.3 shall not apply to:  (i) information that is in the public domain at the time of disclosure by the disclosing party or the disclosing party's authorized source, (ii) information that later comes into the public domain from a source other than the disclosing party or persons under the disclosing party's control, (iii) information that was in the disclosing party's possession at time of disclosure to the receiving party, and (iv) information that comes to the receiving party from a bona fide third party source having the right to disclose such information to the receiving party.  The receiving party may disclose confidential information if required by law, but must first give the disclosing party ten (10) days' prior written notice in order to afford the disclosing party an opportunity to contest such disclosure.

5.5	Use of Aggregated Data.  For purposes of evaluating and enhancing the performance of our services and providing reports and feedback on the usage of such services, LiveWire Contacts shall have access to the aggregated data collected by the Application, which shall not include any individual identifying data.

6.	Your Responsibilities

6.1	Timely Feedback/Cooperation.  LiveWire Contacts welcomes proactive feedback, which you may submit electronically to LiveWire Contacts as you find convenient.  Further, LiveWire Contacts may from time to time send you a brief survey in electronic form.  In order that the feedback may be useful to LiveWire Contacts's continued development of the Application, you are asked to complete and return each survey within five (5) business days.

6.2	Responsibility for Data.  You understand that you are solely responsible for all manual data cleansing and augmentation of your database.  You agree to provide accurate and complete information to LiveWire Contacts at all times during your use of the Application, and to keep such information current and complete. You are solely responsible for the content of all data you store or retrieve from, or attempt to store or retrieve from your account and for all transmissions by you from and to your account.  Your use of the Application is subject to all applicable local, state, national and international laws and regulations.

6.3	 Usage. While using the Application, you may not: (i) post or transmit any unlawful, fraudulent, defamatory, obscene, threatening, abusive, hateful, offensive, or otherwise objectionable information of any kind, including without limitation any transmissions constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, state, national or foreign law, including without limitation the U.S. export control laws and regulations; or (ii) restrict or inhibit any other subscriber from using the Application; or (iii) post or transmit any advertisements, solicitations, chain letters, pyramid schemes, investment opportunities or schemes or other unsolicited commercial communication (except as otherwise expressly permitted by LiveWire Contacts) or engage in spamming or flooding; or (iv) post or transmit any information or software which contains a virus, Trojan horse, worm or other harmful component; or (v) post, publish, transmit, reproduce, distribute or in any way exploit any information, software or other material obtained through access to the Application for commercial purposes (other than as expressly permitted by the provider of such information, software or other material); or (vi) upload, post, publish, transmit, reproduce, or distribute in any way, information, software or other material obtained through access to the Application that is protected by copyright, or other proprietary right, or derivative works with respect thereto, without obtaining permission of the owner.  LiveWire Contacts has no obligation to monitor the use of the Application; however, you acknowledge and agree that LiveWire Contacts has the right to monitor use of the Application electronically from time to time and to disclose any information as necessary or appropriate to satisfy any law, regulation or other governmental request, to operate the Application properly, or to protect itself or its subscribers. LiveWire Contacts will not intentionally monitor or disclose any private email message unless required by law. LiveWire Contacts reserves the right to refuse to post or to remove any information or materials, in whole or in part, that, in its sole discretion, are unacceptable, undesirable, inappropriate or in violation of this Agreement. In any case, you hereby indemnify and hold LiveWire Contacts harmless (including attorneys' fees) for any use or misuse of LiveWire Contacts's services hereunder.

7.	LiveWire Contacts's Representations and Warranties

7.1	For Failure to Perform.  In case of system failures that prevent you from using the Application, LiveWire Contacts will attempt to solve the problem as quickly as possible.  In case of system failures that destroy or damage your database, LiveWire Contacts will take immediate steps to restore the database from LiveWire Contacts's latest daily backup.  LiveWire Contacts will work expeditiously to accomplish the restoration, but cannot give any guarantees on how quickly that can be done.  Further, from time to time, and upon at least 24 hours' advance notice by email, LiveWire Contacts may bring the system down for maintenance outside of normal business hours.

7.2	Exception to Warranty for Third Party Actions.  It is understood that LiveWire Contacts shall not be responsible for actions caused by and/or under the control of third parties.  In particular, your access to the Internet and LiveWire Contacts's web hosting services are provided by one or more third parties.  Although LiveWire Contacts will make commercially reasonable efforts to maintain the availability and functionality of the Application, LiveWire Contacts has no control over the availability or functionality of your access to the Internet or to the Application, nor can LiveWire Contacts control the flow of data to or from your hosting environment or other portions of the Internet.

7.3	For Intellectual Property Rights.  LiveWire Contacts represents and warrants that it has the right to grant the license set forth in Section 2 of this Agreement.

7.4	Limitation on Liability.  In case of any breach of this Agreement, you agree that LiveWire Contacts's limit on its liability shall not exceed the amounts paid by you to LiveWire Contacts hereunder.  No claims of any form or sort may be brought pursuant to this Agreement more than one year after the claim becomes known to the party bringing the claim.

THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

You may have certain statutory rights, as a consumer or otherwise, to which the exclusions set forth in Section 7 of this Agreement do not apply.

7.5	Disclaimer for Consequential Damages.  IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES INCURRED OR CLAIMED BY EITHER PARTY OR BY A THIRD PARTY AGAINST THE CLAIMING PARTY ARISING OUT OF, OR IN CONNECTION WITH, THIS AGREEMENT.  SUCH DAMAGES, WHICH EACH PARTY HEREBY DISCLAIMS, MAY INCLUDE, WITHOUT LIMITATION, LOSS OF DATA, LOSS OF PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR NETWORK FAILURE OR MALFUNCTION, EVEN IF THE CLAIMING PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.	Term, Termination, and Renewal

8.1	Term.  Monthly subscription agreements shall continue until terminated by either party on five (5) days' notice.  Annual subscriptions will automatically renew on the anniversary date of the subscription, unless either party chooses not to renew.  If you are an annual subscriber, you will have 30 days after the date that any renewal fee is posted to notify LiveWire Contacts that you wish to cancel your subscription. All invoices shall be due and payable within 30 days after the invoice date.  If you have subscribed to multiple Applications, it may be that your subscription to a particular Application is terminating or expiring but that the other Application(s) and the Agreement itself continue.  If so, then the remainder of this Section 8 should be read as a termination only of the relevant Application.

8.2	Transition Plan. In the unlikely event that LiveWire Contacts for some reason can no longer provide service, you will be informed no less than twenty (20) business days before termination of service, and you may retrieve your data as set forth in Section 8.5.

8.3	Termination by You.  You may terminate this Agreement (or a particular Application) at any time upon thirty (30) days' prior written notice in case of LiveWire Contacts's unremedied material breach.

8.4	Termination by LiveWire Contacts.  LiveWire Contacts shall have the right to terminate this Agreement (or a particular Application) upon thirty (30) days' prior written notice in case of your unremedied material breach.  LiveWire Contacts may suspend service in case of your failure to pay subscription fees when due as set forth in Section 3.3.  After thirty (30) days' suspension, if you still have not made payment in full, LiveWire Contacts may elect to terminate this Agreement (or the particular Application).  In the case of sponsored (free) accounts only, failure to access your account for 120 days shall constitute expiration of this Agreement (or the particular Application).

8.5	Post Termination.  Following any termination or expiration of this Agreement (or a particular Application) for any reason, all of your rights to use the Application(s) shall automatically terminate and you shall immediately cease all use, promotion, and other contact with the Application(s).  In all cases, LiveWire Contacts will send an email to your contact address of record, notifying you that you have thirty (30) days to export your data to other servers.  Data will be formatted in a comma delimited ASCII file.  At the end of this 30-day period, LiveWire Contacts shall have the right to delete the data in your account for any Application(s) for which you no longer have rights.

8.6	Survival Clauses.  Sections 4, 5, 6, 7, 8 and 9 shall survive any termination of this Agreement.

9.	General Terms.  The remedies herein reserved shall be cumulative and additional to any other remedies in law or equity.  Waiver of breach of any provision of this Agreement shall not be deemed a waiver of that provision or of any other provision.  Except as provided below, neither this Agreement nor any rights hereunder, in whole or in part, shall be assignable or otherwise transferable by you, except that your rights hereunder may be assigned to any majority owned subsidiary, indirect or direct, of yours or to any entity to which all or substantially all of your assets related to this Agreement have been transferred.  In case of such assignment, you shall notify LiveWire Contacts within a reasonable time thereafter. If LiveWire Contacts objects to the identity of your acquirer for competitive reasons, then LiveWire Contacts may terminate this Agreement upon thirty (30) days' notice, but shall refund any unused fees to you.  Except as set forth in the next sentence, this Agreement supersedes all prior agreements and understandings, including oral representations, between the parties relating the subject matter herein, is intended by the parties as the complete and exclusive statement of the terms of this Agreement, and may be modified only in writing by the parties. The foregoing to the contrary notwithstanding, however, this Agreement does not supersede the terms of any validly existing non-disclosure agreement between the us except as specifically set forth herein.  If any part of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, that part will be enforced to the maximum extent permitted by law, and the remainder of this Agreement will remain fully in force.  This Agreement shall be governed by the laws of the Commonwealth of Massachusetts and shall inure to the benefit of the parties, their successors, administrators, heirs, and assigns.  Each of the parties consents to the exclusive jurisdiction and venue of the state and federal courts located in the Commonwealth of Massachusetts.

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