LiveChannel Platform Customer Agreement - Business Services Version

This LiveChannel Platform Customer Agreement - Business Services Version ("Agreement") is between Goodwell Technologies, Inc. ("Goodwell", "we", "us" or "our") and you or the entity you represent ("you" or "your"). This Agreement contains the terms and conditions that govern your access to and use of the LiveChannel Platform, and includes terms and provisions of the Services Agreement, Amendment to the LiveChannel Customer Platform Agreement and subsequent amendments thereto previously entered into by Costco Wholesale Corporation and Goodwell Technologies, Inc., all of which agreements and amendments are incorporated into this Agreement by this reference. This Agreement will go into effect when you click the "I Agree" button below or, if earlier, when you access and use the LiveChannel Platform ("Effective Date").

This Agreement was last modified on November 21, 2023.

1. Purpose. The LiveChannel Platform enables you to create a nearly unlimited set of business "integration agreements" with other entities (or parts of your own entity), to enable customers to connect with your products, services and other resources. These agreements allow you to (a) establish the core business terms of your integration; (b) create the digital integration details that allow your web site(s), chat platforms, call centers and other parts of your customer service infrastructure to transfer transactional information to another partner; and (c) report on the use, performance, fees and other metrics of your integration agreement(s).

2. Your Acceptance of this Agreement. By clicking the "I Agree" button below or by accessing and using the LiveChannel Platform you (a) agree to be bound by this Agreement; and (b) represent and warrant that, if you are an individual, you are 18 years old or older or, if you are entering into this Agreement for an entity (e.g., the company you work for) that you have legal authority to bind that entity and that the entity is a corporation, partnership, or other legal entity duly formed (and incorporated, if applicable) in good standing where required to do business with all legal authority and power to accept this Agreement. If you are a third party accessing an account(s) on behalf of an account owner (e.g., as an administrator), you agree that this Agreement applies to your activities on behalf of the account owner.

If this Agreement or any future changes are not acceptable to you, your sole remedy is to no longer use the LiveChannel Platform.

3. Components of this Agreement. This Agreement incorporates the following documents by this reference and is the entire agreement between you and us regarding your use of the LiveChannel Platform:

Privacy Policy
These Terms of Service
Acceptable Use Policy (Attachment 1)
GDPR Processor (Attachment 2)

Optional Addenda (if applicable):
Source / Supplier Integration Addendum
Account Management Addendum
Service Order Addendum
Support Addendum
Storefront Shell Addendum

You agree to the terms of and to comply with each of these Policies and, if applicable, any optional Addenda entered into between you and us.

4. Modifications to this Agreement. [Intentionally deleted].

5. Use of the LiveChannel Platform. You may access and use the LiveChannel Platform in accordance with this Agreement. You will comply with the terms of this Agreement, including all Policies and Addenda, and all laws, rules and regulations applicable to your use of the LiveChannel Platform. "LiveChannel Platform" means the servers, software, applications, APIs, content, and other proprietary technology and related services hosted and made available by us to you.

6. Your Account. You must set up an account that is associated with a valid email address and a valid form of payment in order to access and use the LiveChannel Platform. You agree to provide true, accurate, current, and complete information in any registration forms required in connection with the LiveChannel Platform. You will make sure that your account information remains up-to-date (e.g., if you change business locations then you will promptly notify us and update your account information). You are responsible for keeping your account passwords and other account information secure. Except to the extent caused by our breach of this Agreement, you are responsible for all activities that occur under your account, whether those activities are authorized by you or not.

7. Your Content; Anonymized Data; LiveChannel Platform Metrics. You are solely responsible for all hardware, software, applications, data, text, audio, video, images, or any other content that you load on the LiveChannel Platform or that you access, use, or integrate in connection with the LiveChannel Platform. You agree that your content will not violate the Policies or any applicable laws or regulations. You grant us the right to access, use, store, copy, modify, publish, publicly transmit and distribute your content in order to operate the LiveChannel Platform and provide services in connection with the LiveChannel Platform. You will obtain all necessary rights in your content for our use of it in accordance with this Agreement. As between you and us, you or your licensors will own all right, title and interest in and to your content. Except as provided in this Agreement, we will not obtain rights under this Agreement to your content.

You also grant us the right to de-identify and aggregate your data and use the resulting de-identified and aggregated data ("Anonymized Data") to improve our services and for any other purpose and manner we select. The Anonymized Data will not be considered your content.

The LiveChannel Platform will generate usage data related to your and other end users accounts and use of the LiveChannel Platform (e.g., usage statistics and analytics, telemetry, etc.). This usage data will be our data for us to use to improve our services and for any other purpose and manner we select.

8. Integration with other Users. The LiveChannel Platform, among other things, includes functionality that allows you to (a) develop, enter into, and manage integration agreements with other users of the LiveChannel Platform; and (b) integrate your systems with the systems of other users of the LiveChannel Platform. For example: you can create an agreement and associated integration "instructions" that take selected information from transactions you are processing with your customer(s), and securely send them to a partner's web site or other transaction system to purchase another, related product. Then, you and your partner can agree to track whether your customers have completed a transaction on your partner's system, monetize that transaction and create reports that help you improve your integration over time.

You are solely responsible for the terms and management of these agreements and for the initial and on-going integration. Without limiting the prior sentence, if we make available standard template agreement(s), integration connections (e.g., APIs), or other services and functionality for your use as part of the LiveChannel Platform, you (not us) are solely responsible for determining whether such template agreement(s) are sufficient for your purposes, whether the integration connections operate correctly (including data flows and transmission), that data exchanges are properly configured, tested and supported, that appropriate data use rights are obtained/granted, that data is accurate and complete, that you and the other user comply with applicable laws and regulations, etc. We have no responsibility or liability in connection your engagement with these other users of the LiveChannel Platform.

9. Support. We will make a technical contact available to you via email or telephone during our normal business hours in connection with your use of the LiveChannel Platform. We will provide this support in accordance with our then-current support guidelines. Except for the support provided pursuant to the prior sentence, we will not provide any additional support to you in connection with your use of the LiveChannel Platform unless we have entered into a separate support addendum with you (i.e., an addendum to this Agreement that specifically describes the additional support we will provide and the cost to you).

10. License to Use the LiveChannel Platform. We grant you a limited, non-transferable, revocable, right and license to access and use the LiveChannel Platform in accordance with this Agreement. You may not, and will not authorize third parties to, copy, modify, create derivative works of, reverse engineer, reverse assemble, or attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the LiveChannel Platform. We retain all ownership, rights, title and interest in and to the LiveChannel Platform. Except for the limited access and use rights set forth in this Section, you obtain no rights from us to the LiveChannel Platform, including any underlying or related intellectual property rights.

11. Fees and Payment. [Intentionally deleted].

12. Taxes. You are responsible for any taxes that you are legally obligated to pay including, but not limited to, paying us any applicable value added, sales or use taxes or like taxes that we are allowed to collect from you under applicable law. If any taxes are required by law to be withheld on payments you make to us, you may deduct such taxes from the amount owed to us and pay them to the appropriate taxing authority; provided, however, that you must promptly secure and deliver to us an official receipt for any such taxes withheld or other documents necessary to enable us to claim a Foreign Tax Credit. Both parties will minimize any taxes withheld to the extent possible under applicable law.

13. Warranties. We represent and warrant to you that the LiveChannel Platform will perform substantially in accordance with its published documentation. You represent and warrant to us that you have all necessary and legally required rights (including your compliance with all applicable privacy laws and regulations) in your content that is necessary to grant the rights contemplated in this Agreement. Both parties represent and warrant to the other that it will comply with all applicable laws, rules, and regulations in the performance of this Agreement (and, in the case of you, your use of the LiveChannel Platform, including in connection with your integration with other users as described above).

14. Third-Party Claims. [Intentionally deleted].

15. Disclaimer of Warranties; Limitations on Liability. [Intentionally deleted].

16. Term and Termination. [Intentionally deleted].

17. Temporary Suspension. We may suspend your right to access or use any portion or all of the LiveChannel Platform immediately upon notice to you if we determine that: (a) you are in breach of this Agreement (including any Policies); (b) your use of the LiveChannel Platform poses a security risk to the LiveChannel Platform; or (c) you have ceased to operate in the ordinary course or become the subject of a bankruptcy, reorganization, liquidation, dissolution or similar proceeding.

18. Public and Third Party Communication. You may have the opportunity to communicate with others on or through the LiveChannel Platform. In connection with such communications, you may not upload, post, reference or link to any content that (a) is illegal, fraudulent, libelous, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate, or objectionable; or (b) violates any Policies. You agree that these communications may not be secure and depending on how you configure and use the LiveChannel Platform they may be public and not private communications. We are not responsible or liable for any information that you choose to communicate on or through the LiveChannel Platform with third parties, or for the actions of any other users accessing web sites, web pages or features made available on or through the LiveChannel Platform.

19. Suggestions. If you choose to provide us with any suggestions regarding improvements to the LiveChannel Platform then we will be entitled to use those suggestions without restriction or obligation to you.

20. Dispute Resolution. [Intentionally deleted].

21. Assignment. [Intentionally deleted].

22. Relationship of the Parties. This Agreement will not establish a partnership, joint venture, employment, franchise, or agency between you and us. Neither party will have the authority to bind the other or incur obligations on the other's behalf without the other's prior written consent. Except as otherwise expressly provided herein, there will be no third-party beneficiaries to this Agreement.

23. Copyright Infringement Notice. We respect the intellectual property rights of others, and will respond promptly to notices of alleged copyright infringement that comply with applicable law and are properly provided to us. If you believe that any content appearing on the LiveChannel Platform constitutes copyright infringement, please provide us with the following information: (a) a physical or electronic signature of the copyright owner or a person authorized to act on their behalf; (b) identification of the copyrighted work claimed to have been infringed; (c) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (d) your contact information, including your address, telephone number, and an email address; (e) a statement by you that You have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner. Our designated copyright agent for notice of alleged copyright infringement appearing on the LiveChannel Platform is: Chief Privacy Officer, c/o Goodwell Technologies, Inc., 2018 156th Ave NE, Bellevue, WA 98007 or email

24. Third Party Services and Links. [Intentionally deleted].

25. Privacy. [Intentionally deleted].

26. Trademark Usage. You grant us a non-exclusive, royalty-free, license to use your trademarks and logos that are associated with your use of the LiveChannel Platform ("Your Marks") during the Term in connection with our provision and/or promotion of the LiveChannel Platform, provided that we will use reasonable efforts to comply with any usage guidelines that you may provide to us from time to time. You are the owner and/or authorized licensor of Your Marks. As between you and us, all goodwill associated with Your Marks will inure to your benefit.

27. Confidentiality. [Intentionally deleted].

28. Force Majeure. Except for any obligations to make payments, neither party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including but not limited to, acts of war, acts of terrorists, acts of God, earthquake, flood, embargo, riot, labor shortage or dispute, and/or failure of the internet.

29. Your End User Terms and Privacy Policy. [Intentionally deleted].

30. Notice. [Intentionally deleted].

31. English Language. The English language version of this Agreement will control. If this Agreement or any portions of it are provided in a language other than English such non-English version is for convenience only and the English language version will control in the event of any conflicts.

Attachment 1: LiveChannel Platform Acceptable Use Policy

This Acceptable Use Policy ("Policy") describes prohibited uses of the services offered by Goodwell Technologies, Inc. via the LiveChannel Platform ("Service"). We may modify this Policy at any time by posting an updated version on the LiveChannel Platform. By using the Service, you agree to this Policy.

You may not use the Service:

  • in a way prohibited by law, regulation, governmental order or decree;
  • to violate the rights of others;
  • to try to gain unauthorized access to or disrupt any service, device, data, account or network;
  • to spam or distribute malware;
  • in a way that could harm the Service or impair anyone else's use of it;
  • in any application or situation where failure of the Service could lead to the death or serious bodily injury of any person, or to severe physical or environmental damage; or
  • in a way that uses, encourages, promotes or facilitates illegal, harmful or fraudulent activities, including offering or disseminating offensive content (including pornography), fraudulent goods, services, schemes or promotions.

If you violate the Policy or authorize or help others to violate the Policy then we may suspend your use of the Service. We will only suspend your use of the Service to the extent we reasonably deem necessary. Unless we believe that an immediate suspension is required, we will provide reasonable notice before suspending the Service.

We reserve the right, but do not assume the obligation, to investigate any violation of this Policy.

If you become aware of any violation of this Policy, you will immediately notify us and provide us with assistance, as requested, to stop or remedy the violation. You can notify us at:

We may report actual or suspected violations of this Policy to appropriate law enforcement officials, regulators, or other appropriate third parties.

[End of Policy]

Attachment 2: GDPR Processor

"General Data Protection Regulation" or "GDPR" means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC.

"GDPR Terms" means the terms in this Attachment, under which each party makes binding commitments regarding its processing of Personal Data as required by Article 28 of the General Data Protection Regulation.

"Personal Data" means any information relating to an identified or identifiable natural person. An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

"Subprocessor" means other processors used by a processor to process data.

The terms "data subject", "processing", "processor", and "supervisory authority" as used herein have the meanings given in the GDPR and the terms "data importer" and "data exporter" have the meanings given in the Standard Contractual Clauses.

Processor and Controller Roles and Responsibilities
You may share Personal Data with us - in which case you are the controller of Personal Data and we are the processor of such data, except when you act as a processor of Personal Data, in which case we are a subprocessor.
We may share Personal Data with you - in which case we are the controller of Personal Data and you are the processor of such data, except when we act as a processor of Personal Data, in which case you are a subprocessor.
A party will process Personal Data only on documented instructions from the other party acting as the controller or, if applicable, acting as the processor.
In any instance where the GDPR applies and a party is the processor providing it to the other party to act as the subprocessor, the party acting as the processor warrant to the other party that its instructions, including appointment of such party as a processor or subprocessor, have been authorized by the relevant controller.

Processing Details
The parties acknowledge and agree that:
  • The subject-matter of the processing is limited to Personal Data within the scope of the GDPR;
  • The duration of the processing shall be for the duration of the providing party's right to use the Service and until all Personal Data is deleted or returned in accordance with the providing party's instructions or the terms of the LiveChannel Platform Customer Agreement;
  • The nature and purpose of the processing shall be to facilitate the Services pursuant to the LiveChannel Platform Customer Agreement;
  • The types of Personal Data processed by the Service includes those expressly identified in Article 4 of the GDPR; and
  • The categories of data subjects are the providing party's representatives and end users, such as employees, contractors, collaborators, and customers.
Data Subject Rights; Assistance with Requests
Each party will make available to the other party the ability to fulfill data subject requests to exercise their rights under the GDPR. Each party will comply with reasonable requests by the other party to assist with responses to such a data subject request. If a party receives a request from the other party's data subject to exercise one or more of its rights under the GDPR in connection with the Service and the receiving party is a data processor or subprocessor, that party will redirect the data subject to make its request directly to the providing party. The providing party will be responsible for responding to any such request including, where necessary, by using the functionality of the Service. Each party will comply with reasonable requests by the other party to assist with responses to such a data subject request.

Records of Processing Activities
Each party will maintain all records required by Article 30(2) of the GDPR and, to the extent applicable to the processing of Personal Data on behalf of the other party, and make them available upon request.

Relevant GDPR Obligations: Articles 28, 32, and 33

1. Neither party will engage another processor without prior specific or general written authorization of the providing party. In the case of general written authorization, each party will inform the other party of any intended changes concerning the addition or replacement of other processors, thereby giving that party the opportunity to object to such changes. (Article 28(2))

2. Processing by either party will be governed by these GDPR Terms under European Union (hereafter "Union") or Member State law and are binding on each party. The subject-matter and duration of the processing, the nature and purpose of the processing, the type of Personal Data, the categories of data subjects and the obligations and rights are set forth in the LiveChannel Platform Customer Agreement and our Privacy Policy. In particular, each party will:

(a) process the Personal Data only on documented instructions from the providing party, including with regard to transfers of Personal Data to a third country or an international organization, unless required to do so by Union or Member State law to which the receiving party are subject; in such a case, the receiving party will inform the providing party of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest;

(b) ensure that persons authorized to process the Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;

(c) take all measures required pursuant to Article 32 of the GDPR;

(d) respect the conditions referred to in paragraphs 1 and 3 for engaging another processor;

(e) taking into account the nature of the processing, assist the providing party by appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of the providing party's obligation to respond to requests for exercising the data subject's rights laid down in Chapter III of the GDPR;

(f) assist the providing party in ensuring compliance with the obligations pursuant to Articles 32 to 36 of the GDPR, taking into account the nature of processing and the information available to the receiving party;

(g) at the providing party's choice, delete or return all the Personal Data to the providing party after the end of the provision of services relating to processing, and delete existing copies unless Union or Member State law requires storage of the Personal Data;

(h) make available to the providing party all information necessary to demonstrate compliance with the obligations laid down in Article 28 of the GDPR and allow for and contribute to audits, including inspections, conducted by the providing party or another auditor mandated by the providing party.

The receiving party will immediately inform the providing party if, in its opinion, an instruction infringes the GDPR or other Union or Member State data protection provisions. (Article 28(3))

3. Where the receiving party engage another processor for carrying out specific processing activities on behalf of the providing party, the same data protection obligations as set out in these GDPR Terms will be imposed on that other processor by way of a contract or other legal act under Union or Member State law, in particular providing sufficient guarantees to implement appropriate technical and organizational measures in such a manner that the processing will meet the requirements of the GDPR. Where that other processor fails to fulfil its data protection obligations, the party engaging that processor will remain fully liable to the other party for the performance of that other processor's obligations. (Article 28(4))

4. Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, the receiving party will implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk, including inter alia as appropriate:

(a) the pseudonymisation and encryption of Personal Data;

(b) the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services;

(c) the ability to restore the availability and access to Personal Data in a timely manner in the event of a physical or technical incident; and

(d) a process for regularly testing, assessing and evaluating the effectiveness of technical and organizational measures for ensuring the security of the processing. (Article 32(1))

5. In assessing the appropriate level of security, account shall be taken of the risks that are presented by processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data transmitted, stored or otherwise processed. (Article 32(2))

6. Each party will take steps to ensure that any natural person acting under the authority of you or us who has access to Personal Data does not process them except on instructions from you, unless he or she is required to do so by Union or Member State law. (Article 32(4))

7. Each party will notify the other party without undue delay after becoming aware of a personal data breach. (Article 33(2)). Such notification will include that information a processor must provide to a controller under Article 33(3) to the extent such information is reasonably available to the party providing the notice.