Contracts
- Vivun, Inc. - Privacy Policy
- Vivun, Inc. - User Terms of Service
- Vivun, Inc. - Master Subscription Agreement
- Vivun, Inc. - Data Processing Addendum
- Vivun, Inc. - DPA Data Subprocessors
- Vivun, Inc. - Responsible Vulnerability Disclosure Program
- Vivun, Inc. - Event Release of Liability, Waiver of Claims, Assumption of Risks, Indemnity for Claims, and Photo/Video Release
- Vivun, Inc. - Expert Community Guidelines
- Vivun, Inc. – BI Analytics Service Usage Terms
- Vivun, Inc. - Analytics Credit Overage Pricing
- Vivun Inc. - Evergreen Subscription Terms Addendum
Vivun, Inc. - Privacy Policy
Version 1.0
Effective April 3rd 2023
DownloadTable of Contents
Vivun Inc. - Privacy Policy
Vivun Inc. and its affiliates (collectively “Vivun”, “we” and “us”), value your privacy and respect your interest in knowing how information about you is collected and used. This Privacy Policy describes Vivun’s practices regarding the collection, use and disclosure of the information we collect from and about you when you use Vivun’s web-based and mobile applications and Vivun’s websites (including Vivun.co) that link to this Policy (the “Services”). By accessing or using the Services, you agree to this Privacy Policy, our Terms of Service, and our Acceptable Use Policy.
IF YOU DO NOT AGREE TO THIS PRIVACY POLICY, PLEASE DO NOT USE THE SERVICES.
This Privacy Policy contains the following sections:
- The Information We Collect
- Cookies and Similar Technologies
- How We Use Your Information
- Online Analytics and Advertising
- How We Share and Disclose Your Information
- Your Choices
- Third Party Links and Services
- Children’s Privacy
- Your Rights
- How Long We Store Your Information
- Changes to Our Privacy Policy
- How We Protect Your Information
- California Privacy Rights
- Contact Info
THE INFORMATION WE COLLECT
Vivun collects personal data about you directly from you, from others (e.g., your employer if you use an enterprise account), and automatically when you use the Services. We process your information when necessary to provide you with the Services that you have requested when accepting our Terms of Service, or where we have obtained your prior consent, or where we have a legitimate interest to do so. For example, we may have a legitimate interest to process your information for security, testing, maintenance, and enhancement purposes of the Services we provide to you, or for analytics, research, and reporting purposes. Without your information, we cannot provide you with the Services you have requested or you may be limited in your use of the Services.
1. Information You Provide to Us
Vivun collects information from you through:
- Account and product registration and administration of your account
- The Vivun Services that you use
- Requests or questions you submit to us via forms or email (e.g., support forms, sales forms, user research participation forms)
- Your communications and dealings with us
- Your participation in Vivun sweepstakes, contests, or research studies
- Uploads or posts to the Services
- Requests for customer support and technical assistance
Information from and about you. Vivun collects personal data about you directly from you, from others (e.g., your employer if you use an enterprise account), and automatically when you use the Services. If the personal data we process is needed to comply with law, or to enter into or perform an agreement with you, we will inform you accordingly at the time of such data collection. If we cannot collect this data, we may be unable to on-board you as a customer or provide products or services to you.
The types of information we collect will depend upon the Services you use, how you use them, and what you choose to provide. The types of data we collect directly from you may include: – Name, address, telephone number and email address – employment details (company name/size, your job title, etc.) – a system administrator’s email (if not you) – Log-in details and password, if you create a Vivun account – Any email requests or questions you submit to us – Demographic information such as your gender – User-generated content you post in public online Vivun forums (e.g., Vivun Expertise)
Content. In using the Services, you may upload or input various types of content, including but not limited to: tasks, attachments, client names, account information, opportunity data, product information, product data, and conversations (together, the “Content”). If you are using the Services in connection with an account created by a Vivun Customer (e.g., employer, organization, or an individual), we collect and process the Content you submit on behalf of the Customer. As described more throughout this Policy, our Customers, and not Vivun, determine their own policies regarding storage, access, modification, deletion, sharing, and retention of Content which may apply to your use of the Services. For example, a Customer may provide or remove access to the Services, enable or disable third party integrations, manage permissions, retention and export settings. Please check with the Customer about the policies and settings that they have instituted with respect the Content that you provide when using the Services.
Payment Information. If you purchase a paid subscription, we will utilize a third party credit card payment processing company to collect billing and payment information, including full name, billing address, credit card number and phone number. The third party service provider, and not Vivun, stores your payment information on our behalf. If you do not provide us this information, you may be unable to subscribe and your access to our Services may be limited
Information about others. If you choose to use our invitation service to invite a friend to the Services, we will ask you for that person’s contact information, which may include their name, email address or their social network identity, and automatically send an invitation. Vivun stores the information you provide to send the invitation, to register your friend if your invitation is accepted, and to track the success of our invitation service.
2. Information We Automatically Collect
When you use our Services that connect to the Internet, including, but not limited to, when you access the Services via our websites, your mobile devices, and Vivun software/applications, we automatically collect certain information as described in this Section. As discussed further below, we and our service providers (which are third party companies that work on our behalf to provide and enhance the Services) use a variety of technologies, including cookies and similar tools, to assist in collecting this information.
Log Files When you use the Services, our servers automatically record certain information in server logs. These server logs may include information such as your web request, Internet Protocol (“IP”) address, browser type and settings, referring / exit pages and URLs, number of clicks and how you interact with links on the Services, metadata associated with uploaded Content, domain names, landing pages, pages viewed, mobile carrier, date and time stamp information and other such information.
Device Identifiers When you access the Services using a mobile device, we collect specific device information, including your MAC address and other unique device identifiers. We also collect information such as the type of device you are using, its operating system, and mobile network information, which may include your mobile phone number. We may associate this device identifier with your account and will use data associated with your device identifier to customize our Services to your device and to analyze any device-related issues.
Location Information We collect and process general information about the location of the device from which you are accessing the Service (e.g., approximate geographic location inferred from an IP address).
3. Information We Collect From Third-Party Integrations
If you choose to use third-party integrations (e.g., Jira, Rally, CA Technologies, GitHub, Slack) through the Services or are required to do so by a Customer, such providers may allow us and our service providers to have access to and store additional information about your interaction with those services and platforms as it related to use of the Services. If you do not wish to have this information shared, do not initiate these connections.
4. Information We Collect from Affiliates and Non-Affiliated Third Parties
We may receive additional information about you, such as demographic information, from affiliates under common ownership and control, and from third parties, such as business partners, marketers, researchers, analysts, and other parties, as well as public information – including internet searches relating to you or your company – in order to better service your account and to provide more relevant assistance and marketing.
5. Collection of Information Across Devices
Sometimes, we may use the information we collect — for instance, usernames, IP addresses and unique mobile device identifiers — to locate or try to locate the same unique users across multiple browsers or devices (such as smartphones or tablets), or work with service providers that do this, in order to save your preferences across devices and analyze usage of the Services. If you wish to opt out of our ability to track you across devices, you may install the Google Analytics Opt-out Browser Add-on by clicking here.
6. Legal basis for processing personal information (EEA visitors only)
If you are a visitor from the EEA, our legal basis for collecting and using the personal information described above will depend on the personal information concerned and the specific context in which we collect it.
However, we will normally collect personal information from you only where we have your consent to do so, where we need the personal information to perform a contract with you, or where the processing is in our legitimate interests and not overridden by your data protection interests or fundamental rights and freedoms. In some cases, we may also have a legal obligation to collect personal information from you or may otherwise need the personal information to protect your vital interests or those of another person.
If we ask you to provide personal information to comply with a legal requirement or to perform a contact with you, we will make this clear at the relevant time and advise you whether the provision of your personal information is mandatory or not (as well as of the possible consequences if you do not provide your personal information).
Similarly, if we collect and use your personal information in reliance on our legitimate interests (or those of any third party), we will make clear to you at the relevant time what those legitimate interests are.
If you have questions about or need further information concerning the legal basis on which we collect and use your personal information, please contact us using the contact details provided under the “How to contact us” heading below.
COOKIES AND SIMILAR TECHNOLOGIES
To collect the information in the “Information We Automatically Collect” section above, we and our service providers use Internet server logs, cookies, tags, SDKs, tracking pixels, and other similar tracking technologies. A web server log is a file where website activity is stored. An SDK is a section of code that we embed in our applications and software to allow third parties to collect information about how users interact with the Services. A cookie is a small text file that is placed on your computer or mobile device when you visit a site, that enables us to: (i) recognize your computer and login session; (ii) store your preferences and settings; (iii) understand which web pages of the Services you have visited; (iv), enhance your user experience by delivering and measuring the effectiveness of content and advertising tailored to your interests; (v) perform analytics; and (vi) assist with security and administrative functions. Tracking pixels (sometimes referred to as web beacons or clear GIFs) are tiny electronic tags with a unique identifier embedded in websites, online ads and/or email, and that are designed to provide usage information like ad impressions or clicks, email open rates, measure popularity of the Services and associated advertising, and to access user cookies. As we adopt additional technologies, we may also gather information through other methods.
Please note that you can change your settings to notify you when a cookie is being set or updated, or to block cookies altogether. Please consult the “Help” section of your browser for more information (e.g., Internet Explorer; Google Chrome; Mozilla Firefox; or Apple Safari).
HOW WE USE YOUR INFORMATION
We use your information (including any information that we collect, as described in this Privacy Policy) for various purposes depending on the types of information we have collected from and about you and the specific Vivun Services you use, including to:
- Complete a purchase or provide the services you have requested
- Respond to your request for information and provide you with more effective and efficient customer service
- Provide you with product updates and information about products you have purchased from us
- Provide you with service notifications via email and within the Services based on your notification selections
- Contact you by email, postal mail, or phone regarding Vivun and third-party products, services, surveys, research studies, promotions, special events and other subjects that we think may be of interest to you
- Customize the advertising and content you see
- Help us better understand your interests and needs, and improve the Services
- Synthesize and derive insights from your use of different Vivun products and services
- Engage in analysis, research, and reports regarding use of our Services
- Provide, manage, and improve the Services
- Protect our Services and our users
- Understand and resolve app crashes and other issues being reported
- Capturing all displayed items on a web page accessed by the services - such accessed information may include text, images, video files, code, and can include all items displayed on the accessed web page.
Content. You can exercise certain control how your Content is used by/shared with others via your settings on the Services. Vivun may view and share your Content only as necessary (i) to maintain, provide and improve the Service; (ii) prevent or address technical or security issues and resolve support requests; (iii) if we have a good faith belief, or have received a complaint alleging, that such Content is in violation of our Acceptable Use Guidelines; (iv) as reasonably necessary to allow Vivun to comply with or avoid the violation of applicable law or regulation; (v) to comply with a valid legal subpoena, request, or other lawful process; and (vi) as set forth in our Subscription Agreement with the Customer or as expressly permitted in writing by the Customer. We may also analyze your User Content in aggregate and on an anonymized basis, in order to better understand the manner in which our Service is being used.
Combined Information. You consent that, for the purposes discussed in this Policy, we may combine the information that we collect through the Services with information that we receive from other sources, both online and offline, and use such combined information in accordance with this Policy.
Aggregate/De-Identified Data. We may aggregate and/or de-identify information collected through the Services so that such information can no longer be linked to you or your device (“Aggregate/De-Identified Information”). We may use Aggregate/De-Identified Information for any purpose, including without limitation for research and marketing purposes, and may also share such data with any third parties, including advertisers, promotional partners, sponsors, event promoters, and/or others. By using the Services, you consent to such use.
ONLINE ANALYTICS AND ADVERTISING
1. Analytics
We use third-party web analytics services (e.g., Google Analytics) on our Services to collect and analyze the information discussed above, and to engage in auditing, research and reporting. The information (including your IP address) collected by various analytics technologies described in the “Cookies and Similar Technologies” section will be disclosed to or collected directly by these service providers, who use the information to evaluate your use of the Services, including by noting the third-party website from which you arrive, analyzing usage trends across Vivun products and mobile devices, assisting with fraud prevention, and providing certain features to you. To prevent Google Analytics from using your information for analytics, you may install the Google Analytics Opt-out Browser Add-on by clicking here.
If you receive email from us, we may use certain analytics tools, such as clear GIFs to capture data such as when you open our message or click on any links or banners our email contains. This data allows us to gauge the effectiveness of our communications and marketing campaigns.
2. Online Advertising
Third parties or affiliates may administer Vivun banner advertising programs and other online marketing on non-Vivun websites and services. To do so, these parties may set and access first-party cookies delivered from an Vivun domain, or they may use third-party cookies or other tracking mechanisms. For example, a third-party provider may use the fact that you visited the Vivun website to target online ads for Vivun services to you on non-Vivun websites. Or a third-party ad network might collect information on the Services and other websites to develop a profile of your interests and target advertisements to you based on your online behavior. These parties that use these technologies may offer you a way to opt out of ad targeting as described below. You may receive tailored advertising on your computer through a web browser.
If you are interested in more information about tailored browser advertising and how you can generally control cookies from being put on your computer to deliver tailored advertising, you may visit the Network Advertising Initiative’s Consumer Opt-Out link or the Digital Advertising Alliance’s Consumer Opt-Out link to opt-out of receiving tailored advertising from companies that participate in those programs. To opt out of Google Analytics for display advertising or customize Google display network ads, you can visit the Google Ads Settings page. Please note that we do not control any of the above opt-out links or whether any particular company chooses to participate in these opt-out programs. We are not responsible for any choices you make using these mechanisms or the continued availability or accuracy of these mechanisms.
3. Notice Concerning Do Not Track
There is no uniform or consistent standard or definition for responding to, processing, or communicating Do Not Track signals. At this time the Services do not function differently based on a user’s Do Not Track signal. For more information on Do Not Track signals, see All About Do Not Track.
HOW WE SHARE YOUR INFORMATION
We will not sell information about you to a third party or allow a third party to use information we provide for its own marketing purposes. We may share information about you with your consent, at your request, or as follows:
- Affiliates and Subsidiaries. We may share all information we collect within the Vivun family of companies.
- Service Providers. We may provide access to or share your information with select third parties who perform services on our behalf. These third parties provide a variety of services to us, including without limitation billing, sales, marketing, provision of content and features, advertising, analytics, research, customer service, shipping and fulfillment, data storage, security, fraud prevention, payment processing, and legal services.
- Third-Party Integrations. When you initiate a connection with a third-party integration through the Services (e.g., Jira, Rally, CA Technologies, GitHub, Slack), we will share information about you that is required to enable your use of the third-party integration through the Services.
- Business Transfers. If the ownership of all or substantially all of our business changes, we may transfer your information to the new owner so that the Services can continue to operate. In such case, your information would remain subject to the promises and commitments contained in this Privacy Policy until such time as this Privacy Policy is updated or amended by the acquiring party upon notice to you. If such transfer is subject to additional mandatory restrictions under applicable laws, Vivun will comply with such restrictions.
- Public Forums. The Services make it possible for you to upload and share comments or feedback publicly (i.e., outside of the Vivun mobile and web app) with other users, such as on the Vivun Expertise blog. Any information that you submit through such public features is not confidential, and Vivun may use it for any purpose (including in testimonials or other Vivun marketing materials). Any information you post openly in these ways will be available to the public at large and potentially accessible through third-party search engines. Such information can be read, collected and/or used by other users, and it could be used to send you unsolicited messages. Accordingly, please take care when using these features of the Services.
- Aggregate/De-Identified Information. From time to time, Vivun may share Aggregate/De-Identified Information about use of the Services, such as by publishing a report on usage trends. As stated above, this Policy places no limitations on our use or sharing of Aggregate/De-Identified Information.
- Subcontractors: Independent Contractors. We may employ the assistance of independent contractors to work on specific projects. We train these independent contractors on applicable Vivun policies and they are required to adhere to substantially the same data security practices as are Vivun employees.
- As Required by Law. We release information about you if we believe we must do so to comply with the law or a subpoena, bankruptcy proceeding, or similar legal process.
- To Protect Rights. We may disclose information about you, such as your name, contact information, and billing information, to enforce our agreements with you or to protect the rights and safety of Vivun, our customers, our users, and the general public, or as evidence in litigation in which we are involved.
- In a Business Transaction. If Vivun is involved in a merger, acquisition, or sale of all or a portion of its assets, your information may be transferred to the acquiring entity as part of the transaction, and may also be reviewed as part of the due diligence review for the transaction. For example, we may need to provide a list of all customer accounts and payment histories.
YOUR CHOICES
We provide you with a number of choices with respect to the information we collect and use as discussed throughout this Privacy Policy. For example: – You may instruct us not to use your contact information to contact you by email, postal mail or phone regarding products, services, promotions and special events that might appeal to your interests by contacting us – see the Vivun Contact Info section below. In commercial email messages, you can also opt out by following the instructions located at the bottom of such emails. Please note that, regardless of your request, we may still use and share certain information as permitted by this Privacy Policy or as required by applicable law. For example, you may not opt out of certain operational or service-related emails, such as those reflecting our relationship or transactions with you. – Through your account interface, you may opt-out of receiving categories of Services-related notices that are not deemed by Vivun to be integral to your use of the Services.
THIRD PARTY LINKS AND SERVICES
The Services contain links to third-party websites such as social media sites, and also contain third-party integrations. If you choose to use these sites or integrations, you may disclose your information not just to those third-parties, but also to their users and the public more generally depending on how their services function. Because these third-party websites and services are not operated by Vivun, Vivun is not responsible for the content or practices of those websites or services. The collection, use, and disclosure of your personal and other information will be subject to the privacy policies of the third party websites or services, and not this Policy. We urge you to read the privacy and security policies of these third-parties.
CHILDREN’S PRIVACY
The Services are intended for general audiences and not for children under the age of 16. If we become aware that we have collected personal information (as defined by the Children’s Online Privacy Protection Act) from children under the age of 16, we will take reasonable steps to delete it as soon as practicable.
YOUR RIGHTS
If you want to learn more about the information collected through the Services, or if you would like to access or rectify your information and/or request deletion of information we collect about you, or restrict or object to the processing of your information, please contact us using the contact information below. Where you have provided consent, you may withdraw your consent at any time, without affecting the lawfulness of the processing that was carried out prior to withdrawing your consent. If you are dissatisfied with the way we process your information, you may lodge a complaint with the data protection authority (“DPA”) in your jurisdiction.
INTERNATIONAL DATA TRANSFERS
Your personal information may be transferred to, and processed in, countries other than the country in which you are resident. These countries may have data protection laws that are different to the laws of your country (and, in some cases, may not be as protective).
Specifically, our Website servers are located in the United States, and our third party service providers and partners operate around the world. This means that when we collect your personal information we may process it in any of these countries.
We have taken appropriate safeguards to require that your personal information will remain protected in accordance with this Privacy Policy. Our Standard Contractual Clauses can be provided on request. We have implemented similar appropriate safeguards with our third party service providers and partners, and further details can be provided upon request by contacting us using the contact details provided under the “How to contact us” heading below.
HOW LONG WE STORE YOUR INFORMATION
We will retain your information for the period necessary to fulfill the purposes outlined in this Policy unless a longer retention period is required or permitted by law. When we have no ongoing legitimate business need to process your personal information, we will either delete or anonymize it, or, if this is not possible (for example, because your personal information has been stored in backup archives), then we will securely store your personal information and isolate it from any further processing until deletion is possible.
CHANGES TO OUR PRIVACY POLICY
Vivun reserve the right to amend this Policy at any time to reflect new services, changes in our Personal data practices or relevant laws, or advances in technology. We will make the revised Policy accessible through the Services, so you should review the Policy periodically. The “Last updated” legend at the top of this Privacy Policy indicates when this Privacy Policy was last revised. If we make a material change to the Policy, you will be provided with appropriate notice and we will seek your consent to the updated Policy in accordance with legal requirements.
HOW WE PROTECT YOUR INFORMATION
Vivun takes technical and organizational measures to protect your personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access. However, no method of transmission over the Internet, and no means of electronic or physical storage, is absolutely secure, and thus we cannot ensure or warrant the security of that information. If you have any questions about security on our Services, you can contact us at security@vivun.com.
CALIFORNIA PRIVACY RIGHTS
California law gives residents of California the right under certain circumstances to request information from us regarding the manner in which we share certain categories of personal information (as defined by applicable California law) with third parties for their direct marketing purposes. However, Vivun does not share your personal information with third parties for their own direct marketing purposes. To make this request, California residents may contact us as specified in the Contact Us section below.
CONTACT US
If you wish to contact us or have any questions or concerns about this Privacy Policy, please contact us at privacy@vivun.com.
Vivun, Inc. - User Terms of Service
Version 2.0
Effective August 8th 2023
DownloadTable of Contents
Vivun Inc. - User Terms of Service
These User Terms of Service (the “User Terms”) govern your access and use of the software solutions owned by Vivun as well as any other products or services received from Vivun and its associated applications and website, by Customer, whether on a free or paid basis (the “Services”). Please read them carefully. Any, every and all access to the Services by any party, whether individual or collected. is governed by these User Terms. We are glad to have you here!
These User Terms are a legally binding contract between you and us. As part of these User Terms, you agree to comply with the most recent versions of our Privacy Policy and Master Services Agreement, (collectively “Governing Policies”) which is incorporated by reference into these User Terms. If you access or use the Services, or continue accessing or using the Services after being notified of a change to the User Terms or the Governing Policies, you confirm that you have read, understand and agree to be bound by the User Terms and the Governing Policies. “We”, “our” and “us” currently refers to the applicable Vivun entity in the Contract (defined below).
Customer’s Choices and Instructions
Your Relationship to the Customer
An organization or other third party that we refer to in these User Terms as “Customer” has invited you to use the services. If you are accessing the Services through your employer’s systems, for example, Customer is your employer. If you are invited to use the system by another company for purposes of collaborating on a potential business partnership, that company is our Customer and they are authorizing you to access the Services.
Your Relationship with Vivun
Customer has separately agreed to our Governing Policies or entered into a written agreement with us (in either case, the “Contract”) that permitted Customer to create and configure the services so that you and others could join (each invitee granted access to the Services, including you, is an “Authorized User”). The Contract contains our commitment to deliver the Services to Customer, who may then invite Authorized Users access the Service(s). When an Authorized User (including, you) submits content, adds functionalities or information to the Services, such as messages or files (“Customer Data”), you acknowledge and agree that the Customer Data is owned by Customer and the Contract provides Customer with many choices and control over that Customer Data. Any retention of ownership or licensing of intellectual property is between you and Customer and is not Vivun’s responsibility. For example, Customer may provision or deprovision access to the Services, enable or disable third party integrations, manage permissions, retention and export settings, transfer or assign workspaces, share channels, or consolidate your workspace or channels with other workspaces or channels, and these choices and instructions may result in the access, use, disclosure, modification or deletion of certain or all Customer Data. Please check out our Governing Policies pages for more detail on our different Service plans and the options available to Customer.
The Relationship Between You, Customer and Vivun
AS BETWEEN US AND CUSTOMER, YOU AGREE THAT IT IS SOLELY CUSTOMER’S RESPONSIBILITY TO (A) INFORM YOU AND ANY AUTHORIZED USERS OF ANY RELEVANT CUSTOMER POLICIES AND PRACTICES AND ANY SETTINGS THAT MAY IMPACT THE PROCESSING OF CUSTOMER DATA; (B) OBTAIN ANY RIGHTS, PERMISSIONS OR CONSENTS FROM YOU AND ANY AUTHORIZED USERS THAT ARE NECESSARY FOR THE LAWFUL USE OF CUSTOMER DATA AND THE OPERATION OF THE SERVICES; (C) ENSURE THAT THE TRANSFER AND PROCESSING OF CUSTOMER DATA UNDER THE CONTRACT IS LAWFUL; AND (D) RESPOND TO AND RESOLVE ANY DISPUTE WITH YOU AND ANY AUTHORIZED USER RELATING TO OR BASED ON CUSTOMER DATA, THE SERVICES OR CUSTOMER’S FAILURE TO FULFILL THESE OBLIGATIONS. VIVUN MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, TO YOU RELATING TO THE SERVICES, WHICH ARE PROVIDED TO YOU ON AN “AS IS” AND “ AS AVAILABLE” BASIS.
Operational Protocols
Protocol 1: Legal Age Requirement
To the extent prohibited by applicable law, the Services are not intended for and should not be used by anyone under the age of sixteen. You represent that you are over the legal age and are the intended recipient of Customer’s invitation to the Services. You may not access or use the Services for any purpose if either of the representations in the preceding sentence is not true. Without limiting the foregoing, you must be of legal working age.
Protocol 2: Rule Adherence
To help ensure a safe and productive work environment, all Authorized Users must comply with our Governing Policies and any applicable policies established by Customer. If you see inappropriate behavior or content, please report it to your Primary Owner or employer.
Protocol 3: You Are Here At the request of Customer (and Vivun)
These User Terms remain effective until Customer’s subscription for you expires or terminates, or your access to the Services has been terminated by Customer or Vivun. Please contact Customer if you at any time or for any reason wish to terminate your account, including due to a disagreement with any updates to these User Terms or the Governing Policies. This Agreement shall remain in full force and effect while you use the Services. You may terminate your use of the Services at any time. Vivun may terminate or suspend your access to the Services at any time, for any reason, and without warning, which may result in the forfeiture and destruction of all information associated with your registration. Vivun may also terminate or suspend any and all Services and access to the Website immediately, without prior notice or liability, if you breach any of the terms or conditions of this Agreement. Upon such termination, your right to use the Services, access the Website, and any Content will immediately cease. All provisions of this Agreement which, by their nature, should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability. Any content you have posted to a Customer’s purchased instance of the Services may remain within Customer’s instance(s) even after your use has been terminated.
Limitation of Liability
If we believe that there is a violation of the Governing Policies or any of our other policies that can simply be remedied by Customer’s removal of certain Customer Data or taking other action, we will, in most cases, ask Customer to take action rather than intervene. We may directly step in and take what we determine to be appropriate action (including, but not limited to, disabling your account) if Customer does not take appropriate action or we believe there is a credible risk of harm to us, the Services, Authorized Users, or any third parties. IN NO EVENT WILL VIVUN HAVE ANY LIABILITY TO YOU FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNLESS YOU ARE ALSO A CUSTOMER (AND WITHOUT LIMITATION TO OUR RIGHTS AND REMEDIES UNDER THE CONTRACT), YOU WILL HAVE NO FINANCIAL LIABILITY TO US FOR A BREACH OF THESE USER TERMS. OUR MAXIMUM AGGREGATE LIABILITY TO YOU FOR ANY BREACH OF THE USER TERMS IS ONE HUNDRED DOLLARS ($100) IN THE AGGREGATE. THE FOREGOING DISCLAIMERS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW AND DO NOT LIMIT EITHER PARTY’S RIGHT TO SEEK AND OBTAIN EQUITABLE RELIEF.
Application of Consumer Law
Vivun’s Services are intended for use by businesses and organizations and not for consumer purposes. To the maximum extent permitted by law, you hereby acknowledge and agree that consumer laws do not apply. If however any consumer laws (e.g., in Australia, the Competition and Consumer Act 2010 (Cth)) do apply and cannot otherwise be lawfully excluded, nothing in these User Terms will restrict, exclude or modify any statutory warranties, guarantees, rights or remedies you have, and our liability is limited (at our option) to the replacement, repair or resupply of the Services or the lesser of a pro-rata refund to Customer of pre-paid fees for your subscription covering the remainder of the term, or such remedies which have previously been agreed upon between Vivun and Customer.
Survival
All provisions herein will survive any termination or expiration of the User Terms.
Acceptable Use
You warrant, represent and agree that you will not contribute any Content or otherwise use the Services in a manner that (i) infringes or violates the intellectual property rights or proprietary rights, rights of publicity or privacy, or other rights of any third party; (ii) violates any law, statute, ordinance or regulation; (iii) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable; (iv) involves commercial activities and/or sales without Vivun’s prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes; (v) impersonates any person or entity, including without limitation any employee or representative of Vivun; or (vi) contains a virus, trojan horse, worm, time bomb, or other harmful computer code, file, or program. Vivun reserves the right to remove any Content from the Services at any time, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if Vivun is concerned that you may have breached the immediately preceding sentence), or for no reason at all. You, not Vivun, remain solely responsible for all Content that you upload, post, email, transmit, or otherwise disseminate using, or in connection with, the Services, and you warrant that you possess all rights necessary to provide such content to Vivun and to grant Vivun the rights to use such information in connection with the Services and as otherwise provided herein.
You are responsible for all of your activity in connection with the Services. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of your right to access or use the Services. You may not post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from any other user of the Services. Use of the Services to violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal material (including material that may be considered threatening or obscene), or engage in any kind of illegal activity is expressly prohibited. You will not run Maillist, Listserv, any form of auto-responder, or “spam” on the Services, or any processes that run or are activated while you are not logged on to the Services, or that otherwise interfere with the proper working of or place an unreasonable load on the Services’ infrastructure. Further, the use of manual or automated software, devices, or other processes to “crawl,” “scrape,” or “spider” any portion of the Services is strictly prohibited. You may not access the Site if you are a direct competitor of Vivun, except with Vivun’s express written consent. You may not access the Site for purposes of monitoring availability, performance, or functionality, or for any other benchmarking or competitive purposes. You will not decompile, reverse engineer, or otherwise attempt to obtain the source code of the Services. You understand and agree that Vivun shall have the sole right to decide whether you are in violation of any of the restrictions set forth in this Section, and shall have sole discretion regarding the course of action to take in connection therewith.
Indemnity
You will indemnify and hold Vivun, its parents, subsidiaries, affiliates, officers, and employees harmless (including, without limitation, from all damages, liabilities, settlements, costs and attorneys’ fees) from any claim or demand made by any third party due to or arising out of your access to the Services, use of the Services, your violation of this Agreement, or the infringement by you of any intellectual property or other right of any person or entity.
Third Party Sites
The Services may contain links to third party websites or services (“Third Party Services”) that are not owned or controlled by Vivun. When you access Third Party Services, you do so at your own risk. You hereby represent and warrant that you have read and agree to be bound by all applicable policies of any Third Party Services relating to your use of the Services and that you will act in accordance with those policies, in addition to your obligations under this Agreement. Vivun has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any Third Party Services. In addition, Vivun will not and cannot monitor, verify, censor or edit the content of any Third Party Service. By using the Services, you expressly relieve and hold harmless Vivun from any and all liability arising from your use of any Third Party Service. In the event that you have a dispute with one or more other users or third parties, you hereby release Vivun, its officers, employees, agents, and successors in rights from claims, demands, and damages (actual and consequential) of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes.
General Provisions
Email and Vivun Messages
Except as otherwise set forth herein, all notices under the User Terms will be by email, although we may instead choose to provide notice to Authorized Users through the Services or other means, deemed equally constructive by Vivun, at Vivun’s sole discretion. Notices to Vivun should be sent to contact@vivun.com, except for legal notices, which must be sent to legal@Vivun.com. A notice will be deemed to have been duly given (a) the day after it is sent, in the case of a notice sent through email; and (b) the same day, in the case of a notice sent through the Services or other means. Notices under the Contract will be delivered solely to Customer in accordance with the terms of that agreement.
Privacy Policy
Please review our Privacy Policy for more information on how we collect and use data relating to the use and performance of our products.
Other Legal Notices
Modifications
As our business evolves, we may change these User Terms or the Master Subscription Agreement. If we make a material change to the User Terms or the Master Subscription Agreement, we will provide you with reasonable notice prior to the change taking effect either by emailing the email address associated with your account or by messaging you through the Services. You can review the most current version of the User Terms at any time by visiting this page, and by visiting the following for the most current versions of the other pages that are referenced in these User Terms: Master Subscription Agreement and our Privacy Policy. Any material revisions to these User Terms will become effective on the date set forth in our notice, and all other changes will become effective on the date we publish the change. If you use the Services after the effective date of any changes, that use will constitute your acceptance of the revised terms and conditions.
Waiver
No failure or delay by either party in exercising any right under the User Terms, including the Master Subscription Agreement, will constitute a waiver of that right. No waiver under the User Terms will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.
Severability
The User Terms, including the Master Subscription Agreement, will be enforced to the fullest extent permitted under applicable law. If any provision of the User Terms is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the User Terms will remain in effect.
Assignment
You may not assign any of your rights or delegate your obligations under these User Terms, including the Master Subscription Agreement, whether by operation of law or otherwise, without the prior written consent of us (not to be unreasonably withheld). We may assign these User Terms in their entirety (including all terms and conditions incorporated herein by reference), without your consent, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets.
Governing Law; Venue; Fees
The User Terms, including the Master Subscription Agreement, and any disputes arising out of or related hereto, will be governed exclusively by the same Master Subscription Agreement, and such governing law(s) or dispute resolution mechanism outlined therein, without regard to conflicts of laws rules or the United Nations Convention on the International Sale of Goods. The governing laws outlined within the Master Subscription Agreement will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to the User Terms, including the Master Subscription Agreement, or its formation, interpretation or enforcement.
Each party hereby consents and submits to the exclusive jurisdiction of such courts. In any action or proceeding to enforce rights under the User Terms, the prevailing party will be entitled to recover its reasonable costs and attorney’s fees.
Entire Agreement
The User Terms, including any terms incorporated by reference into the User Terms, constitute the entire agreement between you and us and supersede all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. To the extent of any conflict or inconsistency between the provisions in these User Terms and any pages referenced in these User Terms, the terms of these User Terms will first prevail; provided, however, that if there is a conflict or inconsistency between the Contract and the User Terms, the terms of the Contract will first prevail, followed by the provisions in these User Terms, and then followed by the pages referenced in these User Terms (e.g., the Privacy Policy). Customer will be responsible for notifying Authorized Users of those conflicts or inconsistencies and until such time the terms set forth herein will be binding.
Changes to these Terms
Vivun may modify the terms and conditions of these User Terms of Service (including Vivun Policies referenced herein) from time to time, with notice to you by posting the modified Terms on our website. Together with notice, we will specify the effective date of the modifications.
Changes to Our Policies.
Vivun may modify any of the Policies referenced herein to take immediate effect in order to respond to changes in Vivun’s products, Vivun’s business, or any Laws. In this case, unless required by Laws, we agree not to make modifications to Our Policies that, considered as a whole, would substantially diminish our obligations to you. Modifications to Our Policies will take effect automatically as of the effective date specified for the updated policies.
Contacting Vivun
Should you encounter and questions or concerns pertaining to any aspect of the foregoing, you are encouraged to contact us. You may contact us at legal@Vivun.com.
Thank you for using our services and working with Vivun Technologies!
Vivun, Inc. - Master Subscription Agreement
Version 13.0
Effective April 3rd 2025
DownloadTable of Contents
Vivun Inc. - Master Subscription Agreement
This Master Subscription Agreement (the “Agreement”) entered into by and between Vivun Inc., a Delaware corporation (“Vivun”) and any individual or organization agreeing to these terms (“Customer”) prior to Customer’s use of the Subscription Service or any Services (as defined herein). Vivun and Customer are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. By attaching this Agreement to an Order Form, signing an Order Form with reference to this Agreement, acknowledging or agreeing to these terms via dialogue box linked to these terms, or by using the Service in any capacity as a paid or unpaid End User, the Parties agree to the terms of this Agreement. Unless otherwise specified at the time of a party's agreement where an individual is enters into this Agreement, they shall be deemed to have done so on behalf of the organization or other legal entity with which they are affiliated and such organization shall be deemed the Customer hereunder and such individual hereby represents and warrants that she/he has the power and authority required to bind such organization to this Agreement.
This Agreement governs the use of the software solutions owned by Vivun identified in an Order Form, provided by Vivun as a Subscription Service, provided by Vivun as a free Trial Service, any Professional Services, any other products, services, or software solutions received from Vivun and its associated applications and website, by Customer, whether on a free or paid basis (collectively, the “Services”). Customer agrees that Customer’s use of the Services is not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Vivun regarding future functionality or features.
1. Services
1.1 The Services and Associated Software. Customer and users of the Services under Customer’s account (“End Users”) may access and use the Services in accordance with this Agreement and Privacy Policy, a current copy of which can be found at https://www.vivun.com/privacy-policy/. Vivun may update or modify the Services from time to time.
1.2 Subscription to the Services. Subject to the payment of all applicable Fees and for the applicable Subscription Term, Vivun hereby grants to Customer a non-sub-licensable, non-transferable (except as provided herein), non-exclusive right to access and use the Services, in accordance with the terms and conditions of this Agreement and all applicable Order Forms. End User subscriptions are for designated End Users and cannot be shared or used by more than one End User but may be reassigned to new End Users replacing former users who no longer require ongoing use of the Services.
1.3 Additional Use. In the event Customer adds an additional End User or End Users (“Additional User(s)”) in excess of the originally designated amount (as set forth in the Order Form or as otherwise purchased or agreed to by and between Customer and Vivun) of End Users at any point during the term of the Agreement, the Additional Users will be billed at the current list price for the Services from the starting date of the Additional User(s)’ use of the Services. Additional User(s) use will be bound by the terms and conditions set forth in this Agreement. The term of any Additional Users’ access to the Services will be coterminous with the current Subscription Term.
1.4 Secondary Users. Certain offerings within the Services may be used in connection with third parties outside of Customer’s organization (“Secondary Users”), the use of which is subject to the terms and conditions of this Agreement. Customer may grant to its own Secondary Users limited rights to use the Services solely so that they may view and interact with such resources. Customer may not permit Secondary Users to use the Services for purposes unrelated to supporting Customer’s offerings or grant Secondary Users administrator, configuration or similar use of the Services. Customer may not charge Secondary Users a specific fee for use of the Services. Customer is solely responsible under Section 2.2 (End Users) for all Secondary Users as “End Users” and are otherwise solely responsible for Customer’s own products, support offerings and Secondary relationships. Notwithstanding anything to the contrary in this Agreement, Vivun has no direct or indirect warranty, indemnity or other liability or obligations of any kind to Secondary Users.
1.5 Trial/Limited/Early Adopter Use. If, as indicated herein, in the Order Form, or through any notification to Customer (including click-to-accept dialogue boxes), Customer uses the Services on a "Trial," "Early Adopter," or "Limited" basis for any End User (“Trial”), or, alternatively, if a Customer uses the Services, including any subset, product or capability of the Services without payment to Vivun, Vivun will make the applicable Service(s) available to Customer on a Trial basis at the agreed upon pricing stated in the Order Form, where applicable, at Vivun’s discretion and until the earlier of (a) the end of the Trial period for which Customer has contracted to use the applicable Service(s), or (b) the start date of any purchased Service subscriptions ordered by Customer for such Service(s) as set forth in the Order Form, or (c) upon the termination by Vivun in its sole discretion. Additional Trial terms and conditions may be included on an Order Form on in any click-to-accept dialogue box. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding. All Trials are provided on an “as-is,” “as-available,” basis. Vivun shall have no responsibility to provide any Trial Services for any specified term, or at any specified term start date. Any Term Start Date associated with any Trial Services is expressly not binding on Vivun, and Vivun shall bear no liability for providing, or having provided, any Trial Services. Any representations of Trial Services offered, issued, existing, or remaining, including those displayed within the Services, are for direction purposes only and do not create any binding obligation on Vivun to be provided to Customer.
ANY DATA CUSTOMER ENTERS INTO THE SERVICES, AND ANY CUSTOMIZATIONS MADE TO THE SERVICES BY OR FOR CUSTOMER DURING CUSTOMER’S TRIAL MAY BE PERMANENTLY LOST EVEN WHERE CUSTOMER PURCHASES A SUBSCRIPTION OT THE SAME SERVICES AS THOSE COVERED BY THE TRIAL (UNLESS OTHERWISE STATED) PURCHASES APPLICABLE UPGRADED SERVICES, OR EXPORTS SUCH DATA BEFORE THE END OF THE TRIAL PERIOD. CUSTOMER CANNOT TRANSFER DATA ENTERED OR CUSTOMIZATIONS MADE DURING THE TRIAL TO A SERVICE THAT WOULD BE A DOWNGRADE FROM THAT COVERED BY THE TRIAL, THEREFORE IF CUSTOMER PURCHASES A SERVICE THAT WOULD BE A DOWNGRADE FROM THAT COVERED BY THE TRIAL, CUSTOMER MUST EXPORT CUSTOMER DATA BEFORE THE END OF THE TRIAL PERIOD OR CUSTOMER DATA WILL BE PERMANENTLY LOST.
NOTWITHSTANDING THE “DISCLAIMER OF WARRANTIES” SECTION AND THE LIMITATION OF LIABILITY” SECTION BELOW, DURING THE TRIAL THE SERVICES ARE PROVIDED ON AN “AS-IS,” AS-AVAILABLE” BASIS, WITHOUT ANY WARRANTY AND VIVUN SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE SERVICES FOR THE TRIAL PERIOD UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE VIVUN’S LIABILITY WITH RESPECT TO THE SERVICES PROVIDED DURING THE TRIAL SHALL NOT EXCEED $100.00. WITHOUT LIMITING THE FOREGOING, VIVUN DOES NOT REPRESENT OR WARRANT TO CUSTOMER THAT (A) CUSTOMER’S USE OF THE SERVICES DURING THE TRIAL PERIOD WILL MEET CUSTOMER’S REQUIREMENTS, (B) CUSTOMER’S USE OF THE SERVICES DURING THE TRIAL PERIOD WILL BE UNINTERRUPTED, TIMELY, SECURE OR FROM ERROR, AND (C) USAGE DATA PROVIDED DURING THE TRIAL WILL BE ACCURATE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE “LIMITATION OF LIABILITY” SECTION BELOW, CUSTOMER SHALL BE FULLY LIABLE UNDER THE AGREEMENT TO VIVUN FOR ANY DAMAGES ARISING OUT OF CUSTOMER’S USE OF THE SERVICES DURING THE TRIAL PERIOD, ANY BREACH BY CUSTOMER OF THIS AGREEMENT AND ANY OF CUSTOMER’S INDEMNIFICATION OBLIGATIONS HEREUNDER.
CUSTOMER SHALL REVIEW THE APPLICABLE SERVICES DOCUMENTATION DURING THE TRIAL PERIOD TO BECOME FAMILIAR WITH THE FEATURES AND FUNCTIONS OF THE SERVICES PRIOR TO MAKING A PURCHASE.
1.6 Termination of Trial. Vivun may terminate a Trial at any point, with or without written Notice to the Customer.
1.7 Suspension of Services. Vivun reserves the right to suspend Customer’s access to the Services: (i) for scheduled or emergency maintenance, (ii) unavailability of services (including network and hosting services) including those services provided by a third party service provider, or (iii) in the event Customer is in breach of this Agreement, including failure to pay any amounts due to Vivun.
2. Customer Obligations
2.1 Administration of Customer’s Account. Depending on the Service purchased or used by Customer, Customer may be required to specify one or more administrators (each an “Administrator”) to manage its account. Administrators have the ability to access, monitor, use, export and disclose all content posted by End Users in accordance with applicable local laws. Customer is responsible for: (i) the selection of its Administrator(s); (ii) maintaining the confidentiality of passwords and Administrator accounts; (iii) managing access to Administrator accounts; (iv) ensuring that each Administrator’s use of the Services complies with this Agreement. Vivun shall not be held liable for any actions on the part of Customer’s Administrator(s); and providing any notices to pursuant to Section 14.8. Where a Service does not require the active specification of an Administrator, the person or persons initially agreeing to these terms shall be considered, by default, the Administrator of such services. In such event, should Customer wish to change the Administrator, Customer shall contact Vivun at Legal@vivun.com with the name of the new proposed administrator. Vivun shall, without undue delay, assist Customer in such Administrator change.
2.2 End User Conduct; Compliance. Customer is responsible for use of the Services by its End Users and for their compliance with Vivun’s User Terms of Service. Customer is also responsible for providing any notice and obtaining any consents and authorizations necessary: (i) to allow the Administrator to access, monitor, use, and disclose the content posted by the End Users on the Services; and (ii) to allow Vivun to provide the Administrator with access to such End User content. The Services are not intended for use by persons under the age of 18 and Customer will ensure that it does not allow any person under 18 to use the Services. Customer will promptly notify Vivun if it becomes aware of any unauthorized access to Customer’s account or the Services, failure to notify Vivun of the same shall be considered a breach of this agreement.
2.3 Configuration, Third Party Technology or Services. Customer acknowledges that the Services and their features and functionality may be dependent on Customer’s proper configuration of the Services, the availability of and proper performance Third Party Apps (as defined below) and services, such as salesforce.com, and that Vivun is not liable for performance issues or downtime of the Services to the extent caused by Third Party Apps or other factors outside of Vivun’s control.
2.4 Restrictions. Customer will not: (i) rent, sell, resell or lease the Services to any third party; (ii) use the Services for any purpose where either the use or the failure of the Services might lead to personal injury, death or physical damage; (iii) disassemble, decompile or reverse engineer the Services or attempt or assist anyone else to do so, unless such restriction is prohibited by law; (iv) modify, translate, or create derivative works based on the Services; (v) permit any third party to access the Services except as permitted herein or in an Order Form or use the Services other than in accordance with this Agreement and in compliance with all applicable laws and regulations; (vi) remove any title, trademark, copyright and/or restricted rights notices or labels from the Services; (vii) use any robot, spider, search or retrieval application, or any other manual or automatic device or process to retrieve, index, data-mine, or in any way reproduce or circumvent the navigational structure or presentation of the Services and/or Services; (viii) harvest, collect or mine information about users of the Services and Services; (ix) use or access other user's account or password without permission; or (x) copy, frame or mirror any content forming part of the Services, other than on Customer’s own intranets or otherwise for its own internal business purposes and Customer shall not access the Services in order to (a) build a competitive product or service, or (b) copy any ideas, features, functions or graphics of the Services.
2.5 Suspension. Vivun may request that Customer suspend the account of any End User who: (i) violates the User Terms of Service; or (ii) is using the Services in a manner that Vivun reasonably believes may cause a security risk, a disruption to others’ use of the Services, or liability for Vivun. If Customer fails to promptly suspend or terminate such End User’s account, Vivun reserves the right to do so.
3. Customer’s Use of Third-Party Services
3.1 The Services may have the ability to integrate with free and paid third-party applications used by Customer (“Third Party App”). Third Party Apps are optional and are chosen and installed at Customer’s sole discretion. In some cases, Customer must acquire a Third-Party App in order to utilize certain optional features or functionality of the Services. Customer is responsible for all fees related to Third Party Apps. When Customer downloads or uses a Third-Party App, Customer acknowledges and agrees that Vivun may collect information from Customer regarding the use of the Third Party App in order to offer Customer the Services. Additionally, data may be transferred directly between the Services and the Third-Party App. Vivun is not responsible or liable for any aspect of the Third Party Apps. Vivun shall have no liability, obligation or responsibility whatsoever with respect to any Third-Party Apps and services. Vivun does not endorse any Third-Party App. Vivun may remove integrations with Third Party Apps at any time at its discretion.
4. Intellectual Property Rights
4.1 Ownership of Intellectual Property Rights. Vivun and its licensors own all rights, title and interest, including all related Intellectual Property, in and to the Vivun System, the Content, Documentation, and the Services and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer or any third party relating to the Services. The Vivun name, the Vivun logo, and the product names associated with the Services are trademarks of Vivun.
4.2 Customer Intellectual Property. As between the parties, any content created or provided by Customer and/or its End Users through the Services, including any User Content (as defined below) and any demos or recordings created through the Services, excluding any Vivun Intellectual Property ("Customer Materials") shall be the sole property of the Customer.
4.3 Limited License to Use Customer Content. Customer hereby grants to Vivun a limited, nonexclusive and nontransferable (except in connection with the sale or transfer of its business) license to access, use, copy, reproduce, process, adapt, publish, transmit and display Customer Data for the limited purpose of (i) providing the Services and associated customer support to Customer; (ii) displaying Customer Data to the End Users; (iii) publication or generation of aggregated, anonymized data regarding Services use; and (iv) analyzing and improving the Services.
4.4 Reservation of Rights. Except as expressly set forth herein, this Agreement does not (i) grant Vivun any rights or interest in or to Customer Data or any Customer Intellectual Property; or (ii) grant Customer any rights or interest in or to the Services or any Vivun Intellectual Property. For purposes hereof, the term “Intellectual Property” shall mean any current or future rights under any patent, copyright, trademark, or trade secret; any moral rights or any similar rights.
4.5 Customer Marks. Vivun may include Customer’s name and logo in a list of Vivun’s Customers online and in print and electronic marketing materials. Customer acknowledges and agrees to Vivun’s use of Customer’s name and/or logo in disclosures to third parties, either in print or online, regarding current Vivun subscribers.
5. Fees and Payment
5.1 Fees, Payment. Customer will pay Vivun the applicable fees as set forth on the Order Form or, if applicable, the recurring subscription rate agreed to via online order (the “Fees”). Except as otherwise provided for the Subscription Term: (i) the Fees set forth in each Order Form hereunder shall be fixed during the Subscription Term, including the per user rate for purchases of additional Users; and (ii) the Fees set forth in each Order Form hereunder will be invoiced upon execution of such Order Form. Payments will be due within the time frame specified in the applicable Order Form’s Payment Terms.
5.2 Payment. Customer is responsible for providing complete and accurate billing information to Vivun. Customer agrees to promptly notify Vivun of any changes to its billing information. If Customer uses a credit card to make payment hereunder, Customer authorizes Vivun to charge such credit card on a recurring basis for all applicable fees and taxes. If Customer is invoiced for fees and taxes, all amounts are payable in U.S. dollars pursuant to the time frame specified in the applicable Order Form’s Payment Terms from the date of the invoice per the invoice instructions unless otherwise specified. Customer will be billed for the appropriate plan based on the total number of End Users, including those with limited access.
5.3 Taxes. If Vivun has the legal obligation to pay or collect taxes for which Customer is responsible, including but not limited to, sales, use, transfer, privilege, excise, and all other taxes and duties that are levied or imposed by reason of performance of Customer under this Agreement, the appropriate amount shall be invoiced to and paid by Customer, unless Customer provides Vivun with a valid tax exemption certificate authorized by the appropriate taxing authority.
5.4 Non-Payment. Any payment not received from Customer may accrue, at Vivun’s discretion, late charges at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower; from the date such payment was due until the date paid. In addition to any other rights granted to Vivun herein, Vivun reserves the right to suspend or terminate Customer’s use of the Services if Customer fails to pay any undisputed amount owed following the notice and cure period process set forth in this Agreement. If Customer or Vivun initiates termination of this Agreement, or if any charge owing by Customer under this or any other agreement for services is 30 days or more overdue Vivun may accelerate all of Customer’s unpaid feed obligations under this, or any related, Agreement, Purchase Order, or Order Form, so that all such obligations become immediately due and payable.
6. Term and Termination
6.1 Subscription Term. This Agreement will remain in effect for the term provided in the Order Form or until this Agreement is otherwise terminated as provided for herein. Unless otherwise stated in the Order Form, the Subscription Term shall automatically renew for subsequent twelve (12) month periods at the list price in effect at the time of renewal unless either party gives the other party notice of non-renewal at least sixty (60) days prior to the end of the then-current Subscription Term.
6.2 Termination. Either Party may terminate this Agreement and/or any Order Form by providing written notice to the other Party in the event (i) the other Party materially breaches any of its duties, obligations or responsibilities under this Agreement and fails to cure such breach within thirty (30) days after receipt by the breaching Party of written notice specifying the breach, or provide the other Party with an acceptable plan for curing such breach within ten (10) days after receipt of such notice and thereafter curing such breach in accordance with such plan; (ii) a receiver, trustee, administrator, or administrative receiver is appointed for the other Party or its property; (iii) the other Party makes an assignment for the benefit of creditors; (iv) any proceedings should be commenced against the other Party under any bankruptcy, insolvency, or debtor’s relief law, and such proceedings shall not be vacated or set aside within sixty (60) days from the date of commencement thereof; or (v) the other Party is liquidated or dissolved. Vivun may immediately suspend access and/or terminate the agreement without notice in the event Vivun determines, in Vivun’s sole discretion, that Customer commences development of developing, or releases a Competing Product. As used herein, “Competing Product” shall mean any software product that is substantially the same as, incorporates, is based upon, is functionally similar to, or competes in any material respect with any Vivun Services.
6.3 Effect of Termination. Upon any expiration or termination of this Agreement, and upon expiration of the Subscription Term (monthly or otherwise) the rights and licenses granted hereunder will automatically terminate, and Customer may not continue to use the Services. Vivun will have no liability for any costs, losses, damages, or liabilities arising out of or related to any termination of this Agreement.
6.4 Survival. All sections of this Agreement which by their nature should survive termination will survive termination in accordance with their terms, including, without limitation, restrictions, accrued rights to payment, confidentiality obligations, intellectual property rights, warranty disclaimers, indemnification, and limitations of liability.
6.5 Evergreen Subscriptions. For any Services purchased under a Subscription Type identified as "Evergreen," the terms and conditions located at https://legal.vivun.com/legal.html#contract-sjalzayajx (the “ Evergreen Subscription Terms Addendum”) shall apply and are hereby incorporated by reference into this Agreement. In the event of any conflict between the Evergreen Subscription Terms Addendum and this Agreement, the Evergreen Subscription Terms Addendum shall control solely with respect to the Customer's subscription to the Services identified as Evergreen.
7. Representations & Warranties
7.1 Mutual Warranty. Each party represents and warrants that it has the legal power and authority to enter into this Agreement.
7.2 Data Warranty. Customer represents and warrants that Customer owns or has obtained all rights, consents, permissions, or licenses necessary to allow the Services access to, or to possess, manipulate, process, store, create, or otherwise use, Customer Materials, Customer Data, and User Details. Further, Customer represents and warrants that both it and any and all End Users or Secondary Users, shall at all times use the Services in compliance with applicable law; (a) it has all right, license and consent required under applicable law to provide Vivun with the Customer Materials; and (b) any materials that it provides, including in the Customer Materials, do not and will not infringe the intellectual property, privacy, publicity, moral, or any other rights of any third party and Vivun’s use thereof in accordance with the terms of these Terms does not and will not infringe upon any third party's right.
7.3 Vivun Warranties. Vivun represents and warrants that (i) Vivun will perform its obligations hereunder in a professional and workmanlike manner in accordance with industry standards, (ii) the Services will materially conform to any related documentation made available by Vivun, and (iii) the Services, and the use thereof as contemplated by this Agreement, do not infringe, misappropriate, or violate any third-party rights or applicable laws.
8. User Content
8.1 Customer, its End Users and Secondary Users (hereinafter “Authorized Users”) will be permitted to upload certain content, including but not limited to text, images, pictures, videos and/or feedback on or through the Services, referred to herein as "User Content".
8.2 Vivun does not endorse any User Content or any opinion, recommendation, or advice expressed in any User Content and expressly disclaims any and all liability in connection with the User Content. Vivun disclaims all liability, regardless of the form of action, for the acts or omissions of any and all Authorized Users (including unauthorized users) that are not solely due to Vivun's gross negligence or willful misconduct, whether such acts or omissions occur during the use of the Services or otherwise.
8.3 Vivun has no obligation to accept, display, or maintain any User Content. Moreover, Vivun reserves the right to remove and permanently delete any User Content, without notice and for any reason. Customer and Authorized Users are fully and solely responsible for any User Content that is uploaded by Customer and/or the Authorized User, as applicable, to the Services.
8.4 Without limiting the foregoing, Customer and Authorized User agree that Customer and /or any Authorized User on its behalf will not transmit, submit or upload any User Content or act in any way that:
8.4.1 restricts or inhibits use of the Services;
8.4.2 violates the legal rights of others, including defaming, abuse, stalking or threatening users or individuals;
8.4.3 infringes (or results in the infringement of) the intellectual property, moral, publicity, privacy, or other rights of any third party;
8.4.4 is (or should be reasonably be believed to be) in furtherance of any illegal, counterfeiting, fraudulent, pirating, unauthorized, or violent activity, or that involves (or should be reasonably be believed to involve) any stolen, illegal, counterfeit, fraudulent, pirated, or unauthorized material;
8.4.5 does not comply with all applicable laws, rules and regulations;
8.4.6 posts, stores, transmits, offers, or solicits anything that contains the following, or that contains links to the following or to locations that in turn contain links to the following:
8.4.6.1 material that Vivun determines to be offensive (including material promoting or glorifying hate, violence, bigotry, or any entity (past or present) principally dedicated to such causes or items associated with such an entity),
8.4.6.2 material that is racially or ethnically insensitive,
8.4.6.3 material that is defamatory, harassing or threatening,
8.4.6.4 pornography or obscene material,
8.4.6.5 any virus, worm, trojan horse, or other harmful or disruptive component; or
8.4.6.6 anything that encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law or regulation or is otherwise inappropriate or offensive.
8.5 Vivun may, at its sole discretion, choose to monitor User Content for inappropriate or illegal behavior, including through automatic means, provided however, that Vivun reserves the right to treat User Content as content stored at the direction of users for which Vivun will not exercise editorial control except when violations are directly brought to Vivun's attention.
9. Disclaimer of Warranties
9.1 EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN AN APPLICABLE EXHIBIT, VIVUN AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, FUNCTIONALITY, MERCHANTABILITY, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICES OR ANY CONTENT, AND THE SERVICES AND ALL CONTENT IS PROVIDED TO CUSTOMER STRICTLY ON AN “AS IS, AS-AVAILABLE” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY VIVUN. VIVUN WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF VIVUN. TO THE MAXIMUM EXTENT PERMITTED BY LAW, VIVUN MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF ANY SERVICES OR ANY CONTENT THEREIN OR GENERATED THEREWITH, OR THAT: (A) THE USE OF THE SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE; (B) THE SERVICES WILL OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA; (C) THE SERVICES (OR ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES) WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS); (D) ERRORS OR DEFECTS WILL BE CORRECTED; OR (E) UNLESS OTHERWISE STATED HEREIN, THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.
10. Non-Disclosure and Confidentiality
10.1 Confidentiality. During the course of their performance under this Agreement, each party (a “Disclosing Party”) may make available to the other party (the “Receiving Party”) information that is not generally known to the public and at time of disclosure is either identified as, or should reasonably be understood by the receiving party to be, proprietary or confidential (the “Confidential Information”). Confidential Information shall include, but shall not be limited to: business plans, strategies, technical data, reports, designs, drawings, services information, forecasts, projects and analyses; financial information and fee structures; business processes, methods and models; employee, customer and supplier information; sales and marketing information. With respect to Customer, Confidential Information also includes Customer Data and User Details. Confidential Information does not include: (a) information that was generally known to the public at the time disclosed to the Receiving Party; (b) information that becomes generally known to the public (other than through a breach of this Section by the Receiving Party) after disclosure to the Receiving Party; (c) information that was in the Receiving Party’s possession free of any obligation of confidentiality prior to disclosure by the Disclosing Party; (d) information that is rightfully received by the Receiving Party from a third party without any restriction on disclosure; or (e) information that was independently developed by the Receiving Party without reference to or use of the Disclosing Party’s Confidential Information. All Confidential Information is provided “AS IS.” NEITHER PARTY MAKES ANY WARRANTIES, EXPRESSED OR IMPLIED, CONCERNING THE ACCURACY OR COMPLETENESS OF ITS CONFIDENTIAL INFORMATION.
10.2 Use and Disclosure of Confidential Information. The Receiving Party: (a) will not use Confidential Information for any purpose except in connection with this Agreement; (b) will not disclose, give access to, or distribute any of the Confidential Information to any third party, except to the extent expressly authorized in a separate written agreement signed by the Disclosing Party; and (c) will take reasonable security precautions (which will be at least as protective as the precautions the Receiving Party takes to preserve its own confidential information of a similar nature) to keep the Confidential Information confidential. The Receiving Party agrees to only disclose the Confidential Information to those of its employees, directors, affiliates, advisors, agents, contractors, and other representatives (“Representatives”) who need to know such information, provided that each such Representative is bound to protect the Confidential Information by confidentiality obligations substantially as protective as this Agreement. The Receiving Party will be responsible for its Representatives’ disclosure or use of the Confidential Information in violation of this Section. The Receiving Party will promptly notify the Disclosing Party upon discovery of any unauthorized disclosure or use of the Confidential Information, or any other breach of this Section, by the Receiving Party or its Representatives. The Receiving Party’s (and its Representatives’) obligations under this Section cease to apply to information upon the later of: (i) the termination of this Agreement; or (ii) after three (3) years have passed from the date on which the Confidential Information was first disclosed. Notwithstanding the foregoing, the Receiving Party may not disclose the Disclosing Party’s trade secrets for as long as the confidentiality of such trade secrets is maintained.
10.3 Return and Destruction of Materials. On termination of this Agreement, Customer will uninstall, remove, or otherwise fully cease all interactions with all instances of the Services contemplated by this Agreement and the applicable Order Forms. Within One Hundred and Twenty days (120) following the termination of this agreement, the Receiving Party shall destroy all Disclosing Party Confidential Information (including all data contained within the Services), provided that, no fewer than Forty Five (45) days prior to the termination of this agreement, the Disclosing Party elects to make a request of the Receiving Party to return, as directed by the Disclosing Party, all copies of Confidential Information (including all data contained within the Services) received pursuant to this Agreement, in which case, such destruction or return shall be completed within One Hundred and Twenty Days of the notified Party’s receipt of the same. Notwithstanding the foregoing, neither party shall be obligated to erase or destroy Confidential Information that such party is required to retain under any applicable law, regulation or order (only during such required period of retention), or that is contained in an archived computer system backup made in accordance with such party’s records retention, security and/or disaster recovery procedures, provided that such archived copy will (i) eventually be erased or destroyed in the ordinary course of such party’s data processing procedures, and (ii) shall remain fully subject to the obligations of confidentiality stated herein until the earlier of the erasure or destruction of such copy, or the expiration of the confidentiality obligations set forth in this Agreement.
10.4 Processing of Personal Data. To the extent that Vivun processes personal data (as that term is defined in Vivun’s Data Processing Addendum) of Company in the course of providing the Services, it shall do so in accordance with the Data Processing Addendum provided herewith as “https://static.vivun.com/privacy/Vivun_DPA_EN.pdf.”
10.5 Intellectual Property; No Obligation to Disclose. Each Party retains all rights, title, and interest in and to the Confidential Information it discloses under this Agreement, including all intellectual property and proprietary rights therein. The disclosure of the Confidential Information to the Receiving Party does not grant or convey any right of ownership of such Confidential Information.
10.6 Required Disclosures. The Receiving Party may disclose the Confidential Information to the extent required by law or legal process. In such cases, however, the Receiving Party will (except to the extent prohibited by law or legal process from doing so): (a) give the Disclosing Party prior notice of such disclosure so as to afford the Disclosing Party a reasonable opportunity to appear, object, and obtain a protective order or other appropriate relief regarding such disclosure; (b) use reasonable efforts to limit disclosure to that which is legally required; and (c) reasonably cooperate with the Disclosing Party, at the Disclosing Party’s expense, in the Disclosing Party's efforts to ensure that the Confidential Information will be subject to a protective order or other legally available means of protection. Either Party may disclose the terms of this Agreement to potential parties to an acquisition or similar transaction to facilitate due diligence and closing of the transaction, provided that any such Party is subject to written non-disclosure obligations and limitations on use only for the prospected transaction.
10.7 Injunctive Relief. The Parties acknowledge that any actual or threatened breach of this Section 9 may cause irreparable, non-monetary injury to the other Party, the extent of which may be difficult to ascertain. Accordingly, each Party is entitled to seek injunctive relief in addition to all remedies available at law and/or in equity.
11. Indemnification.
11.1 By Vivun. Vivun hereby agrees to indemnify, defend and hold harmless Customer and its employees, contractors, agents, officers and directors (together the “Customer Affiliates”), from and against any and all Losses (as defined below) arising from or as a result of any claim by a third party against Customer or Customer Affiliates (i) to the extent based on an allegation that the Services or Vivun’s technology used to provide the Services infringes or misappropriates any copyright, trade secret, patent, or trademark right of the third party. In no event will Vivun have any obligations or liability under this section arising from: (i) Customer’s unauthorized modification of the Services, or use of the Services in combination with materials not furnished by Vivun; (ii) use of any Third Party App developed using Vivun’s API; or (iii) use of any content, information, or data provided by Customer, End Users, or other third parties. THIS INDEMNITY IS CUSTOMER’S ONLY REMEDY UNDER THIS AGREEMENT FOR ANY VIOLATION BY VIVUN OF ANY THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.
11.2 By Customer. Customer and its Authorized Users hereby agrees to indemnify, defend and hold harmless Vivun, its licensees and licensors, and their respective employees, contractors, agents, officers and directors (together, the “Vivun Affiliates”), from and against any and all liabilities, damages, obligations, losses, costs and expenses (including but not limited to reasonable attorney’s fees) (together, the “Losses”) arising from or as a result of any claim by a third party against Vivun or the Vivun Affiliates regarding: (i) use of or access to the Services by Customer or its End Users in violation of this Agreement; or (ii) any data or Customer Data transmitted or received through, or posted or stored in, Customer’s account, or (ii) Customer’s use of the Services beyond the license granted in this Agreement misappropriates any copyright, trade secret, U.S. patent, or trademark right of the third party.
11.3 Infringement Claims. If the Services become, or in Vivun’s reasonable judgment are likely to become, the subject of a claim of infringement, then Vivun may: (i) obtain the right, at Vivun’s expense, for Customer to continue using the Services; (ii) provide a non-infringing functionally equivalent replacement; (iii) modify the Services so that it is no longer infringing. If Vivun, in its sole and reasonable judgment, determines that none of the above options are commercially reasonable, then Vivun may suspend or terminate Customer’s use of the Services and provide Customer with a pro rata refund of prepaid fees.
11.4 Process. The party seeking indemnification will provide prompt notice concerning the existence of an indemnifiable claim and cooperate fully with the indemnifying party in defending the claim. Failure to give prompt notice shall not constitute a waiver of a party’s right to indemnification and shall affect the indemnifying party’s obligations hereunder only to the extent that the indemnifying party’s rights are materially prejudiced by such failure or delay. The indemnifying party will have full control and authority over the defense of any claim; provided, however, that: (i) the indemnified party may join in the defense at its own expense using counsel of its choice; and (ii) any settlement requiring the party seeking indemnification to admit liability or make any financial payment will require such party’s prior written consent, not to be unreasonably withheld or delayed.
12. Limitation of Liability.
12.1 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT IN CONNECTION WITH THEIR RESPECTIVE INDEMNIFICATION OR CONFIDENTIALITY OBLIGATIONS HEREUNDER, OR A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR VIOLATION OF LAW, IN NO EVENT SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES OR SUPPLIERS BE LIABLE UNDER THIS AGREEMENT FOR (I) ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES; OR (II) LOSS OF USE, DATA, BUSINESS REVENUES, PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), GOODWILL, OR OTHER INTANGIBLE LOSSES. UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR CUSTOMER’S ACCOUNT OR THE INFORMATION CONTAINED THEREIN BY ANY THIRD PARTY. THESE LIMITATIONS OF LIABILITY SHALL APPLY REGARDLESS OF WHETHER A PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. EXCEPT IN CONNECTION WITH ITS INDEMNIFICATION OR CONFIDENTIALITY OBLIGATIONS HEREUNDER, OR A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR VIOLATION OF LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT PAID BY CUSTOMER TO VIVUN HEREUNDER DURING THE SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.
13. Governing Law; Binding Arbitration and Class Action Waiver.
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. This Agreement will be governed by the laws of the State of Delaware without regard to its conflict of laws provisions. Claims relating to this Agreement or the Services will be resolved through final and binding arbitration, except as set forth below. The parties agree that the Agreement affects interstate commerce and that the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions. Initial Dispute Resolution: The parties agree that most disputes can be resolved without resorting to litigation. The parties agree to use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation with each other, and good faith negotiations shall be a condition to either party initiating a lawsuit or arbitration. Accordingly, before initiating a lawsuit or arbitration, a Party Agrees to contact the other Party to attempt to resolve the dispute in good faith. Binding Arbitration & Class Action Waiver: If the Parties do not reach an agreed-upon solution within a period of thirty (30) days from the time the informal dispute resolution is initiated under the Initial Dispute Resolution provision above, then either Party may initiate binding arbitration as the sole means to resolve claims, subject to the terms set forth below. Specifically, all claims arising out of or relating to the Agreement (including its formation, performance and breach), the Parties’ relationship with each other and/or your use of the Services shall be finally settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, excluding any rules or procedures governing or permitting class actions. Thus, THE PARTIES AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that arbitration can proceed on a class basis, then the disputes, claims or controversies will not be subject to arbitration and must be litigated in state or federal court located in Delaware. The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of the Agreement, including, but not limited to any claim that all or any part of the Agreement is void or voidable, or whether a claim is subject to arbitration. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be written, and binding on the Parties and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Arbitration will be held in Delaware. If any court or arbitrator determines that this arbitration provision is void or unenforceable for any reason or that the parties are not bound to arbitrate their claims, then the disputes, claims or controversies deemed not to be subject to arbitration must be litigated in state or federal court located in Delaware. Notwithstanding the foregoing, each Party shall have recourse to any court of competent jurisdiction to enforce claims for injunctive and other equitable relief. Nothing herein shall preclude either Party from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
14. Miscellaneous.
14.1 Modifications. This Agreement shall not be modified except by a subsequently dated, written amendment that expressly amends this Agreement and which is signed on behalf of Customer and Vivun by their duly authorized representatives.
14.2 Hosting of the Services; Export Restrictions. The Services are controlled and operated from facilities in the United States. Customers who access or use the Services from other jurisdictions (or who allow their End Users to do so) do so of their own volition and are responsible for compliance with all applicable United States and international laws and regulations, including but not limited to export and import regulations.
14.3 Relationship of the Parties. The parties are and shall be independent contractors with respect to all services provided under this Agreement.
14.4 Force Majeure. Except for payment obligations, neither Vivun nor Customer will be liable for inadequate performance to the extent caused by a condition that is beyond the party’s reasonable control, including but not limited to natural disaster, civil disturbance, acts of terrorism or war, labor conditions, governmental actions and interruption or failure of the Internet or any utility service. Vivun will not be liable for: (i) any problems resulting from Customer combining or merging Vivun Services with any hardware or software not supplied by Vivun or not identified by Vivun in writing as compatible with the Services; or (ii) any interruption or unavailability resulting from Customer’s use of the Services in an unauthorized or unlawful manner or any interruption resulting from the misuse, improper use, alteration, or damage of the Services; (iii) any problems caused by modifications in any version of the Services not made or authorized by Vivun in writing; and (vii) any problems resulting from Customer’s or any third party’s acts, errors or omissions or any systems not provided by Vivun.
14.5 Assignment. Neither this Agreement nor any of the rights and licenses granted hereunder, may be transferred or assigned by either Party without the other Party’s express written consent. Notwithstanding the foregoing, no consent shall be required in case of assignment as a result of a merger, acquisition, or change of control. In any case of such assignment not requiring prior consent the assigning party will provide the other party written notice of the assignment. Terms and conditions set forth in this Agreement shall be binding upon assignees. Any assignment in violation of this Section 15.3 shall be void, ab initio, and of no effect. Subject to the foregoing, this Agreement is binding upon, inures to the benefit of and is enforceable by, the parties and their respective permitted successors and assigns. In the event of an assignment by Customer not requiring prior consent, following required written notice, Vivun shall have the ability to terminate the agreement with immediate effect and provide a pro-rata refund of fees should Vivun determine (acting reasonably) that the change in control was to: (i) a direct competitor or (ii) an affiliate of a direct competitor of Vivun.
14.6 Entire Agreement. This Agreement, together with the Order Form constitutes the entire agreement between Customer and Vivun and supersedes and replaces all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter herein. If a court of competent jurisdiction deems any provision of this Agreement invalid, the invalidity of such provision shall not affect the validity of the remaining provisions hereof, which shall remain in full force and effect.
14.7 No Waiver. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and a Party’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
14.8 Communications. The Parties agree to receive by e-mail all communications, agreements, documents, notices, and disclosures that a Party provides in connection with the Services (“Communications”) or this Agreement. Vivun may provide Communications in a variety of ways, including by e-mail, text, in-app notifications, or by posting them on the Vivun website or through the Services. The Parties agree that all Communications provided by Vivun to Customer electronically satisfy any legal requirement that such communications be in writing.
14.9 Analytics Offerings. All purchases of Vivun's suite of Analytics Products and Services (“Analytics Services”), and shall be construed in accordance with both this Master Subscription Agreement, as well as the Vivun, Inc. – BI Analytics Service Usage Terms, located at Legal.vivun.com.
15. Definitions
15.1 “Content” means the visual information, documents, software, products and services contained or made available to Customer in the course of using the Services, other than Customer Data.
15.2 “Customer Data” means any information (including without limitation personally identifiable information) provided, made available, or submitted by Customer to the Services or retrieved by the Services from Customer’s salesforce.com account other than User Details.
15.3 “Documentation” means Vivun's published documentation, knowledge base articles and other content, and technotes that are generally made available by Vivun to all customers, including without limitation the materials located at https://www.vivun.com.
15.4 “End User(s)” means Customer’s named employees, representatives, consultants, contractors, partners, or agents who are authorized to use the Services by Customer through the Salesforce LMA (License Management Application) or the “User Management” facility of the Services.
15.5 “Order Form” means (a) an electronic or tangible order form or (b) online order, setting forth commercial details of a subscription to the Subscription Service (including any Add-Ons) and the purchase of associated Professional Services (if any), incorporating this Agreement by reference.
15.6 “salesforce.com” means the service provided by salesforce.com to which Customer may be required to be a subscriber in order to obtain access to one of the offerings within the Service.
15.7 “Subscription Term” means the length of time the Services will be available to Customer, as negotiated between Customer and Vivun and set forth in the applicable Order Form.
15.8 “User Details” means basic information collected by Vivun about Customer’s Salesforce.com users’ authorized by Customer to use the Services which is used for subscription management, activity logging, and technical support purposes.
15.9 “Vivun System” means the hardware, software, network equipment, and other technology used by Vivun to deliver the Services, and any other of Vivun's proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to Customer by Vivun in providing the Services.
15.10 “Total Contract Billing” (“TCB”) is defined as a the total amount that will be billed over the duration of the charge.
15.11 Vivun Agentic Solution Services" means any software-based systems or platforms powered by Artificial Intelligence (AI) or provided with the use of a LLM Subprocessor (including but not limited to OpenAI) that possess the capability to perform tasks, make decisions, or take actions independently or semi-independently, based on programmed algorithms, machine learning models, or dynamic contextual data, the provision of which by Vivun requires the use of credits purchased by Vivun.
16. Vivun Agentic Solution Services
16.1 Scope of Applicability. The following terms and conditions apply exclusively to all subscriptions to, accessing of, or users of, the Vivun Services identified as an "Agentic Solution" in the relevant order form, accepted as part of a click through access to the Services, or as otherwise defined herein, whether paid or unpaid. These terms supplement the Terms and Conditions of this Agreement and shall govern in the event of any conflict with other provisions, but solely with respect to the Customer’s Vivun AVA Services subscription(s).
16.2 Discretionary Suspension. The parties acknowledge and agree that, due to the credit consuming nature of the Vivun Agentic Solution Services, and the potential for unintended abuse or overuse by an individual End User, Vivun may, at its sole discretion, temporarily suspend any Customer’s access to the AVA Services, any End User’s access to the AVA Services, or any AVA Space assigned to or created by the Customer’s End Users. Such suspension may occur, in whole or in part, for any reason, at any time, and without prior notice. The duration of the suspension will also be determined solely by Vivun, but it will not extend beyond the end of the calendar month in which the suspension is imposed, unless otherwise communicated to Customer pursuant to the terms of this Section 16.
16.3 Termination for Abusive Use of Services. The parties acknowledge and agree that, due to the credit consuming nature of the Vivun Agentic Solution Services, and the potential for unintended abuse or overuse by an individual End User, Vivun may, at its sole discretion, terminate an End User’s access to the AVA Services if their conduct violates the agreement; or causes, or will cause, a security emergency; or where their conduct is deemed abusive or detrimental to the proper functioning of the Service or any of its underlying components. This includes, but is not limited to, excessive or improper use of computational resources, network bandwidth, or other features. Such determinations will be made solely by Vivun and do not require prior notice to the End User.
16.4 Restrictions on Reassignment of Credentials. Customer may reassign an End User’s credentials associated with a Vivun AVA Services subscription or license no more than once per calendar month. Any attempt to reassign credentials more frequently is prohibited and may result in the suspension or termination of the subscription or license in question. Customer is responsible for ensuring compliance with this provision and may be subject to additional fees or penalties for violations.
16.5 Effect of Suspensions and Termination. Subscriptions or licenses terminated, suspended, or otherwise impacted pursuant to this Section will not be eligible for refunds or prorations. The Customer will remain responsible for all payments related to such subscriptions or licenses during the suspension period or from the point of termination through the end of the Subscription Term.
16.6 Disclaimer of Liability. To the maximum extent permitted by law, Vivun disclaims all liability for any damages, losses, or claims arising from or related to the suspension, termination, restriction on reassignment, or discontinuation of access to the AVA Services under this Section. This includes, but is not limited to, direct, indirect, incidental, special, consequential, or punitive damages, loss of data, loss of business opportunities, or any other losses, even if Vivun has been advised of the possibility of such damages. The Customer acknowledges and agrees that Vivun shall not be held liable to the Customer, any End User, or any third party for any action taken by Vivun under this Section.
16.7 Retention and Transfer of Data. Data provided by the Customer or any of Customer’s End Users, during a trial subscription may be transferred to a paid subscription upon the Customer’s transition to a paid plan, provided the data has not been deleted pursuant to the terms of the Agreement appurtenant to the preceding Trial. The transfer of data is also subject to Vivun’s data retention policies and any applicable laws. The Customer acknowledges that if data deletion has occurred in accordance with the trial agreement, such data will not be recoverable or transferable to the paid subscription.
16.8 Notices. Vivun shall notify the affected party of any actions taken pursuant to this section in accordance with the notice provisions set forth in this Agreement, and such notification shall be provided within seventy-two (72) hours of the action having been taken by Vivun
16.1 Scope of Applicability. The following terms and conditions apply exclusively to all subscriptions to, accessing of, or users of, the Vivun Services identified as an "Agentic Solution" in the relevant order form, accepted as part of a click through access to the Services, or as otherwise defined herein, whether paid or unpaid. These terms supplement the Terms and Conditions of this Agreement and shall govern in the event of any conflict with other provisions, but solely with respect to the Customer’s Vivun AVA Services subscription(s).
16.2 Discretionary Suspension. The parties acknowledge and agree that, due to the credit consuming nature of the Vivun Agentic Solution Services, and the potential for unintended abuse or overuse by an individual End User, Vivun may, at its sole discretion, temporarily suspend any Customer’s access to the AVA Services, any End User’s access to the AVA Services, or any AVA Space assigned to or created by the Customer’s End Users. Such suspension may occur, in whole or in part, for any reason, at any time, and without prior notice. The duration of the suspension will also be determined solely by Vivun, but it will not extend beyond the end of the calendar month in which the suspension is imposed, unless otherwise communicated to Customer pursuant to the terms of this Section 16.
16.3 Termination for Abusive Use of Services. The parties acknowledge and agree that, due to the credit consuming nature of the Vivun Agentic Solution Services, and the potential for unintended abuse or overuse by an individual End User, Vivun may, at its sole discretion, terminate an End User’s access to the AVA Services if their conduct violates the agreement; or causes, or will cause, a security emergency; or where their conduct is deemed abusive or detrimental to the proper functioning of the Service or any of its underlying components. This includes, but is not limited to, excessive or improper use of computational resources, network bandwidth, or other features. Such determinations will be made solely by Vivun and do not require prior notice to the End User.
16.4 Restrictions on Reassignment of Credentials. Customer may reassign an End User’s credentials associated with a Vivun AVA Services subscription or license no more than once per calendar month. Any attempt to reassign credentials more frequently is prohibited and may result in the suspension or termination of the subscription or license in question. Customer is responsible for ensuring compliance with this provision and may be subject to additional fees or penalties for violations.
16.5 Effect of Suspensions and Termination. Subscriptions or licenses terminated, suspended, or otherwise impacted pursuant to this Section will not be eligible for refunds or prorations. The Customer will remain responsible for all payments related to such subscriptions or licenses during the suspension period or from the point of termination through the end of the Subscription Term.
16.6 Disclaimer of Liability. To the maximum extent permitted by law, Vivun disclaims all liability for any damages, losses, or claims arising from or related to the suspension, termination, restriction on reassignment, or discontinuation of access to the AVA Services under this Section. This includes, but is not limited to, direct, indirect, incidental, special, consequential, or punitive damages, loss of data, loss of business opportunities, or any other losses, even if Vivun has been advised of the possibility of such damages. The Customer acknowledges and agrees that Vivun shall not be held liable to the Customer, any End User, or any third party for any action taken by Vivun under this Section.
16.7 Retention and Transfer of Data. Data provided by the Customer or any of Customer’s End Users, during a trial subscription may be transferred to a paid subscription upon the Customer’s transition to a paid plan, provided the data has not been deleted pursuant to the terms of the Agreement appurtenant to the preceding Trial. The transfer of data is also subject to Vivun’s data retention policies and any applicable laws. The Customer acknowledges that if data deletion has occurred in accordance with the trial agreement, such data will not be recoverable or transferable to the paid subscription.
16.8 Notices. Vivun shall notify the affected party of any actions taken pursuant to this section in accordance with the notice provisions set forth in this Agreement, and such notification shall be provided within seventy-two (72) hours of the action having been taken by Vivun
16. Changes to Terms of Service
16.1 We reserve the right, at our sole discretion, to update, change or replace any part of these Terms. The most current version of the Terms will be posted on the Service and it is your responsibility to check our website periodically for changes. If the changes include material changes that affect your rights or obligations, we will notify you of the changes by reasonable means, which could include notification through the Service or via email. Your continued use of the Service following the effective date of any changes to these Terms constitutes acceptance of those changes. If you do not agree to the new Terms, you may not use the Service.
For questions about these or any Vivun terms or policies, email us at legal@vivun.com.
Vivun, Inc. - Data Processing Addendum
Version 13.0
Effective March 27th 2025
DownloadTable of Contents
Vivun Inc. - Data Processing Addendum
This Data Processing Agreement ("DPA") represents the Parties’ agreement regarding the processing of Customer Personal Data (defined below by Vivun on behalf of Customer in order to carry out the Services and it is incorporated into and forms part of the Vivun’s Master Services Agreement (the “Agreement”), as updated from time to time. Defined terms used in the DPA but not defined in this DPA shall have the same meaning in this DPA as are given to them in the Agreement.
1. Definitions
"Affiliate " means an entity that directly or indirectly Controls, is Controlled by or is under common Control with an entity. Control " means an ownership, voting or similar interest representing fifty percent (50%) or more of the total interests then outstanding of the entity in question. The term " Controlled " will be construed accordingly.
“Customer Personal Data” means any Customer’s Proprietary Information that is personal data and that is processed by Vivun on behalf of Customer in the course of providing the Services under the Agreement, as more particularly described in Schedule A of this DPA.
“Customer’s Proprietary Information” or “Customer Data” means the proprietary content provided by Customer to Vivun or other Information belonging to Customer, that is provided to and processed by Vivun on behalf of Customer in the course of providing the Services under the Agreement, including personal data, that is not public knowledge and that is viewed as the property of the holder. Notwithstanding the foregoing, “Customer’s Proprietary Information” or “Customer Data” shall not be construed to mean or include metadata created from Customer's use of the Services, to the extent that such data is wholly anonymized and cannot be recompiled into Customer Personal Data, Customer’s Proprietary Information, or Customer Data.
“Data Protection Laws” means all data protection and privacy laws and regulations applicable to the Customer Personal Data in question, including, where applicable, EU/UK Data Protection Laws.
“Data Systems” means information systems including, but not limited to, cloud-based systems, net-services, networks, computers, computer systems, communication systems and other information systems which may or may not be part of the Vivun software.
"EU/UK Data Protection Law" means: (i) the GDPR; (ii) the GDPR as saved into United Kingdom law by virtue of section 3 of the United Kingdom's European Union (Withdrawal) Act 2018 (the "UK GDPR"); (iii) the EU e-Privacy Directive (Directive 2002/58/EC); and (iv) any and all applicable national data protection laws made under, pursuant to or that apply in conjunction with any of (i), (ii) or (iii); in each case as may be amended or superseded from time to time.
“Vivun Affiliate” means the Affiliates of Vivun that may assist in the performance of the Services in accordance with this DPA.
“EEA” means the European Economic Area.
“GDPR” means the Regulation (EU) 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (European Union General Data Protection Regulation).
“Vivun Software” or the “Software” is the software or Services provided by Vivun as part of the Services.
"Permitted Affiliate" means any Affiliate of Customer which: (i) is the controller of Customer Personal Data; and (ii) is permitted to use the Service pursuant to the Agreement, but has not signed its own service agreement or Order Form with Vivun and is not a "Customer" as defined under the Agreement.
“Process”, “Processing” or “Processed” means any operation or set of operations which is performed upon Customer Proprietary Information including Personal Data, whether or not by automated means, according to the definitions given to such terms in the GDPR.
"Restricted Transfer" means: (i) where the GDPR applies, a transfer of personal data from the EEA to a country outside of the EEA which is not subject to an adequacy determination by the European Commission; (ii) where the UK GDPR applies, a transfer of personal data from the United Kingdom to any other country which is not based on adequacy regulations pursuant to Section 17A of the United Kingdom Data Protection Act 2018.
"Standard Contractual Clauses" means: (i) where the GDPR applies, the contractual clauses annexed to the European Commission's Implementing Decision 2021/914 of 4 June 2021 on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council ("EU SCCs"); and (ii) where the UK GDPR applies, standard data protection clauses adopted pursuant to or permitted under Article 46 of the UK GDPR ("UK SCCs").
“Security Breach” means any breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of or access to Customer Personal Data transmitted, stored or otherwise processed by Vivun and/or its Sub-processors in connection with the provision of the Service.
"Security Breach" shall not include unsuccessful attempts or activities that do not compromise the security of Customer Personal Data, including unsuccessful login attempts, pings, port scans, denial of service attacks, and other network attacks on firewalls or networked systems.
“Services” means all services provided by Vivun in accordance with, and as defined in, the Agreement.
“Sub-processor” means any third party engaged by Vivun or Vivun Affiliates to assist in fulfilling its obligations with respect to providing the Services pursuant to the Agreement or this DPA.
The terms “controller”, "data subject", “processor”, “processing”, “personal data” and "supervisory authority" shall have the meanings given to them in Data Protection Laws or if not defined therein, the GDPR.
2. Roles and Scope of Processing
2.1 This DPA applies where and only to the extent that Vivun processes Customer Personal Data as a processor or sub-processor on behalf of the Customer in the course of providing Services pursuant to the Agreement.
2.2 Customer is the controller of the Customer Personal Data and is solely responsible for providing all required notices and obtaining all the necessary authorizations and approvals to enter, use, provide, store and process Customer Personal Data to enable Vivun to provide lawfully the Services. Customer shall, in its use of the Service and provision of instructions to Vivun, process Customer Personal Data in accordance with all laws and regulations.
Customer shall not disclose (and shall not permit any data subject to disclose) any special categories of personal data to Vivun for processing [except where and to the extent expressly disclosed in Schedule A of this DPA].
2.3 Customer, as the controller, hereby appoints Vivun as the processor in respect of all processing operations required to be carried out by Vivun on Customer Personal Data in order to provide the Services in accordance with the terms of the Agreement.
2.4 Vivun shall collect, retain, use, disclose, and otherwise process the Customer Personal Data only in accordance with documented instructions given by Customer for the for the following purposes: (i) processing in accordance with the Agreement; (ii) processing initiated by software users in their use of the Services; and (iii) processing to comply with other documented reasonable and lawful instructions provided by Customer (unless required by law to act without such instructions, in which case Vivun shall, except where prohibited by law from doing so, inform the Customer of that legal requirement before Processing). For these purposes, Customer instructs Vivun to process Customer Personal Data for the purposes described in Schedule A. The DPA and Main Agreement are Customer's complete and final instructions.
3. Sub-Processing
3.1. Customer acknowledges and agrees that Vivun and Vivun Affiliates may engage third-party Sub-Processors to process Customer Personal Data on behalf of Vivun in connection with the provision of the Services.
3.2 A list of Vivun's current Sub-processors, their functions and locations, is available at https://legal.vivun.com/legal.html#contract-skqynaob2 ("Sub-processor List").
3.3 Only where Customer has Purchased the Services from Vivun, Customer may opt into notifications regarding any additions to the Sub-processor List by notifying Vivun at Legal@vivun.com. If Customer has elected to receiving these notifications, Vivun shall notify Customer of any proposed amendments to the Sub-processor List (including the addition or any replacement to the list) which would impact the Services purchased by Customer, at least fifteen days prior to any such change. Customer is not entitled to the provisions of this Section where their user of the services qualifies as a Trial pursuant to the Agreement, nor is Customer entitled to any notifications where such addition is not to the Services purchased by Customer.
3.4 Vivun will remain responsible for its compliance with the obligations of this DPA and for any acts or omissions of all Sub-processors it engages to provide the Services, that cause Vivun to breach any of Vivun’s obligations under this DPA.
4. Compliance with Laws
4.1 Each Party will comply with all applicable laws, including the Data Protection Laws applicable to it and binding on it in the performance of the Service, including all statutory requirements relating to data protection.
4.2 Customer acknowledges that Vivun is not responsible for determining the requirements of laws applicable to Customer’s business, clientele, or choice of markets, or that Vivun’s provision of the Services meet the requirements of such laws.
5. Security Responsibilities of Vivun
5.1 Vivun shall implement and maintain appropriate technical and organizational measures for ensuring the security of, and protecting the confidentiality and integrity of, Customer Personal Data and to ensure that Vivun’s processing of Customer Personal Data is in accordance with the requirements of the Data Protection Laws and protects the rights of Data Subjects. These measures ensure a level of security appropriate to the risks presented by the nature of the processing activities having regard to the state of the art and the cost of their implementation.
5.2 Information relevant to how Vivun security measures are implemented and maintained is provided in the “Technical and Organizational Security Measures” document, attached hereto as Schedule B. Vivun reserves the right to make changes to the document to reflect technological developments provided, that such changes to not result in any degradation to the security of Customer Personal Data or the manner in which the Services is provided. Further, Customer acknowledges that some of those Measures identified in Schedule B may not be applicable to the Services provisioned to them by Purchase or by Trial.
5.3 In addition to those Measures identified in Schedule B, the technical and organizational measures implemented by Vivun include the following:
i. Vivun has implemented and will maintain appropriate procedures to ensure that unauthorized persons will not have access to Customer Personal Data and to the Data Systems used to process Customer Personal Data, and that any persons authorized to have access to Customer Personal Data will protect and maintain its confidentiality and security.
ii. Vivun has implemented and will maintain appropriate measures to ensure that all employees and contractors involved in the processing of Customer Personal Data are authorized personnel with a need to access the data, are bound by appropriate confidentiality obligations and have undergone appropriate training in the protection and handling of Personal Data.
5.4 Customer declares and confirms to have evaluated the security measures implemented by Vivun as providing an appropriate level of protection for the Customer Proprietary Information, taking into account the risk associated with the processing of such information.
6. Security Breach
6.1 If Vivun becomes aware of a Security Breach affecting Customer Personal Data, Vivun shall, without undue delay: (I) notify Customer of the Security Breach; and (II) take reasonable steps to mitigate the effects and to minimize any damage resulting from the Security Breach.
6.2 In the event of a Security Breach, Vivun shall provide Customer with a reasonable assistance in dealing with the Security Breach, in particular in relation to making any notification to a supervisory authority or any communication to data subject, as required under Data Protection laws. In order to provide such assistance and taking into account the nature of the Services and the information available to Vivun, Vivun shall provide all such timely information as it becomes known or as is reasonably requested by Customer.
6.3 Customer agrees that Vivun’s obligation to report or respond to a Security Breach under this Section is not and will not be construed as an acknowledgement by Vivun of any fault or liability of Vivun with respect to the Security Breach.
7. Subject Access Requests & Other Communications
Taking into account the nature of the Services, Vivun shall provide reasonable assistance to Customer, to allow the Customer to respond to (i) any request from a data subject to exercise any of its rights under applicable Data Protection Laws; and (ii) any other correspondence, inquiry or complaint received from a data subject, regulator or other third party in connection with the processing of Customer Personal Data.,. To the extent permitted by law, Vivun shall forward to Customer any such request, correspondence, enquiry or complaint it receives. Any cost arising from the provision of assistance by Vivun under this Section 7 shall be borne by Customer. Vivun shall provide an estimate of any such costs which shall be to be agreed in writing by the Parties.
8. Data, Retrieval & Destruction
8.1 Subject to Section 8.2 on termination of this DPA, Customer will uninstall, remove, or otherwise fully cease all interactions with all instances of the Services contemplated by this Agreement and/or the applicable Order Form(s). Within One Hundred and Twenty days (120) following the termination of this DPA, Vivun shall destroy all Customer Personal Data, Customer’s Proprietary Information, or Customer Data (including all data contained within the Services). In addition to the foregoing, paying Customers of Vivun Services, the product listing description of which contain "OS" or "Hero," may make a request of the Vivun to return, as directed by the Vivun, all copies of Customer Personal Data, Customer’s Proprietary Information, or Customer Data (including all data contained within the Services specified herein) received pursuant to this Agreement, provided that such notification is received by Vivun no fewer than 45 days before the end of the Customer's Subscription Term. In which case, such destruction or return shall be completed within One Hundred and Twenty Days of Vivun' receipt of such notification. Notwithstanding the foregoing, neither party shall be obligated to erase or destroy Customer Personal Data, Customer’s Proprietary Information, Customer Data, or Confidential Information that such party is required to retain under any applicable law, regulation or order (only during such required period of retention), or that is contained in an archived computer system backup made in accordance with such party’s records retention, security and/or disaster recovery procedures, provided that such archived copy will (i) eventually be erased or destroyed in the ordinary course of such party’s data processing procedures, and (ii) shall remain fully subject to the obligations of confidentiality stated herein until the earlier of the erasure or destruction of such copy, or the expiration of the confidentiality obligations set forth in this Agreement.
8.2 Customer acknowledges that the Services rely on Amazon Web Services (AWS), and that Vivun can only logically delete terminated Customer Personal Data, Customer’s Proprietary Information, or Customer Data stored in the Platform. Vivun will carry out the logical deletion within One Hundred and Twenty (120) days from the termination of the Agreement and will refrain from using Customer Personal Data for any other purpose during that period.
9. Information Security Assessment
9.1 Customer acknowledges that Vivun, as an organization, is regularly audited against ISO 27001 and SSAE 18 SOC1 and 2 standards by independent third auditors. Upon request, Vivun shall supply a summary copy of its audit report(s) to Customer, which reports shall be subject to the confidentiality provisions of the Agreement. In addition, upon Customer's request and on a confidential basis, Vivun will provide, no more than once per calendar year to Customer and its designees, all reasonably requested information necessary to demonstrate Vivun’s compliance with Data Protection Laws.
9.2 Customer is responsible for reviewing the information made available by Vivun relating to data security and making an independent determination as to the provisions of the DPA in relation to the provision of the Services meets Customer’s requirements and legal obligations, as well as the obligations under this DPA.
10. Processing locations
Customer acknowledges and agrees that Vivun may transfer and process Customer Personal Data to and in the United States and other locations in which Vivun, Vivun Affiliates or Vivun's Sub-Processors maintain data processing operations. Vivun shall at all times ensure such transfers are made in compliance with the requirements of this DPA.
11. Europe
11.1 The terms in this Section 11 apply only if and to the extent Customer Personal Data is subject to EU/UK Data Protection Law.
11.2 Vivun shall notify Customer in writing, unless prohibited from doing so under EU/UK Data Protection Law if it becomes aware or believes that any data processing instruction from Customer violates applicable EU/UK Data Protection Law.
11.3 Vivun will enter into a written agreement with each Sub-processor imposing data protection obligations no less protective of Customer Personal Data as this DPA and to the extent applicable to the nature of the services provided by such Sub-processor.
11.4 Customer may object in writing to Vivun’s appointment of a new Sub-processor on reasonable grounds relating to data protection by notifying Vivun promptly in writing within 30 calendar days of receipt of any notice provided by Vivun in accordance with Section 3.3 and the parties shall discuss Customer's concerns in good faith with a view to achieving a commercially reasonable resolution. If no such resolution can be reached, Vivun will, at its sole discretion, either (i) not appoint Sub-processor; or (ii) permit Customer to suspend or terminate the affected Service(s) in accordance with the termination provisions in the Agreement without liability to either party (but without prejudice to any fees incurred by Customer prior to suspension or termination). In such case, Vivun shall refund Customer for any prepaid unused portion of the affected Service(s).
11.5 To the extent Vivun is required under EU/UK Data Protection Law and Customer does not already have access to the relevant information, Vivun shall provide reasonably requested information regarding Vivun's processing of Customer Personal Data under the Agreement to enable Customer to carry out data protection impact assessments or prior consultations with supervisory authorities as required by EU/UK Data Protection Law. Any costs arising from the provision of assistance by Vivun under this Section 11.5 shall be borne by Customer. Vivun shall provide an estimate of any such costs which shall be agreed in writing by the Parties.
11.6 To the extent the transfer of Customer Personal Data from Customer to Vivun is a Restricted Transfer it shall be subject to the appropriate Standard Contractual Clauses as follows:
11.6.1 In relation to Customer Personal Data that is protected by the GDPR, the EU SCCs will apply as follows:
(i) Vivun will be the "data importer" and Customer will be the "data exporter";
(ii) Module Two (Controller to Processor Clauses) will apply;
(iii) in Clause 7, the optional docking clause will apply;
(iv) in Clause 9, Option 2 will apply and the time period for prior notice of Sub-processor changes is identified in Section 3.3 of this DPA;
(v) in Clause 11, the optional language will not apply;
(vi) in Clause 17, Option 1 will apply, and the EU SCCs will be governed by Irish law; (vii) in Clause 18(b), disputes shall be resolved before the courts of Ireland;
(viii) Annex I shall be deemed completed with the information set out in Schedule A of this DPA; and
(ix) Annex II shall be deemed completed with the information set out in Schedule B of this DPA.
11.6.2 in relation to Customer Personal Data that is protected by the UK GDPR or Swiss DPA, the EU SCCs as implemented under Clause 11.6.1 above will apply with the following modifications:
(i) references to "Directive 95/46/EC" or "Regulation (EU) 2016/679" are interpreted as references to the UK GDPR or the Swiss DPA (as applicable);
(ii) references to specific Articles of "Regulation (EU) 2016/679" are replaced with the equivalent article or section of the UK GDPR or Swiss DPA (as applicable);
(iii) references to "EU", "Union" and "Member State," are replaced with "UK" and "Switzerland" (as applicable);
(iv) Clause 13(a) and Part C of Annex II are not used and references to the "competent supervisory authority" and "competent courts" shall be interpreted as references to the "Information Commissioner" and the "courts of England and Wales" or the "Swiss Federal Data Protection and Information Commissioner" and the "relevant courts of Switzerland" (as applicable);
(v) in Clause 17, the EU SCCs are governed by the laws of England and Wales or Switzerland (as applicable); and
(vi) in Clause 18(b), disputes will be resolved before the courts of England and Wales or Switzerland (as applicable).
11.6.3 to the extent that and for so long as the EU SCCs as implemented in accordance with Clause 11.6.2 above cannot be used to lawfully transfer Customer Personal Data in accordance with the UK GDPR to Vivun, the UK SCCs shall be incorporated into and form an integral part of this DPA and shall apply to transfers governed by the UK GDPR. For the purposes of the UK SCCs, the relevant annexes, appendices or tables of the UK SCCs shall be deemed populated with the information set out in Schedule A and Schedule B (as applicable) of this DPA.
11.7 The rights and obligations afforded by Standard Contractual Clauses will be exercised in accordance with this DPA, unless stated otherwise. It is not the intention of either party to contradict or restrict any of the provisions set forth in the Standard Contractual Clauses and, accordingly, if and to the extent the Standard Contractual Clauses conflict with any provision of the Agreement (including this DPA) the Standard Contractual Clauses shall prevail to the extent of such conflict.
11.8 For the purposes of Clause 15(1)(a) of EU SCCs, Vivun shall notify Customer and not the data subject(s) in case of government access requests. Customer shall be solely responsible for promptly notifying the data subject, as necessary.
11.9 To the extent Vivun adopts an alternative data export mechanism (including any new version of or successor to the Standard Contractual Clauses adopted pursuant to Data Protection Laws) for the transfer of Customer Personal Data (“Alternative Transfer Mechanism”), the Alternative Transfer Mechanism shall automatically apply instead of any applicable transfer mechanism described in this DPA (but only to the extent such Alternative Transfer Mechanism complies with EU/UK Data Protection Law and extends to territories to which Customer Personal Data is transferred).
12. Nondisclosure
Customer agrees that the details of this DPA are not publicly known and constitute Vivun’s Confidential Information under the confidentiality provisions of the Agreement. If the Agreement does not include a confidentiality provision protecting Vivun Confidential Information and Customer and Vivun or its Affiliates do not have a non-disclosure agreement in place covering this DPA, then Customer will not disclose the contents of this DPA to any third party except as required by law.
13. Permitted Affiliates
When a Permitted Affiliate becomes a party to the DPA, then such Permitted Affiliate shall be entitled to exercise its rights and remedies available under this DPA to the extent required under Data Protection Laws. However, if Data Protection Laws requires the Permitted Affiliate to directly exercise a right or remedy against Vivun directly by itself, the parties agree that to the extent permitted under law: (i) only the Customer that is the contracting entity to the Agreement shall exercise any such right or seek any such remedy on behalf of the Permitted Affiliate; and (ii) the Customer that is the contracting party to the Agreement shall exercise any such rights under this DPA in a combined manner for all of its Permitted Affiliates together, instead of doing so separately for each Permitted Affiliate. The Customer that is the contracting entity is responsible for coordinating all communication with Vivun under the DPA and be entitled to make and receive any communication related to this DPA on behalf of its Permitted Affiliates.
14. Liability
14.1 Vivun's and all of Vivun Affiliates’ liability, taken together in the aggregate, arising out of or related to this DPA (including the Standard Contractual Clauses) and all data processing agreements between Customer, Permitted Affiliates and Vivun, whether in contract, tort, or under any other theory of liability, is subject to the limitations and exclusions of liability under the Agreement, and any reference in such section to the liability of a party means the aggregate liability of that party and all of its Affiliates under the Agreement, this DPA and the Standard Contractual Clauses.
14.2 Vivun's and Vivun Affiliates’ total liability for all claims from Customer and all Permitted Affiliates arising out of or related to the Agreement and each DPA shall apply in the aggregate for all claims under both the Agreement and all data processing agreements established under this DPA or the Agreement, including by Customer and all Permitted Affiliates, and shall not be understood to apply individually and severally to Customer and/or to any Permitted Affiliate that is a contractual party to any such DPA. Each reference to the DPA herein means this DPA including its schedules, attachments, or terms incorporated by reference.
15. California Consumer Privacy Act
15.1 The terms in this Section 15 apply only if and to the extent Customer Personal Data is subject to the California Consumer Privacy Act, California Civil Code § 1798.100 et seq. (as may be amended, modified, or supplemented from time to time, and together with any implementing regulations, “CCPA”.
15.2 Customer and Vivun are are referred to within this section collectively as the “Parties”, and each, individually, as a “Party”. All terms used but not defined in this CCPA Addendum shall have the meaning set forth in the CCPA.
a. “California resident” has the meaning given to such term under Section 17014 of Title 18 of the California Code of Regulations, as that section read on September 1, 2017
b. “Personal Information” has the meaning given to such term under the CCPA.
c. “Collection” has the meaning given to such term under the CCPA
d. “Sensitive personal information” has the meaning given to such term under the CCPA.
e. “Service Provider” has the meaning given to such term under the CCPA.
f. “Sell” has the meaning given to such term under the CCPA. “Share” has the meaning given to such term under the CCPA.
b. “Personal Information” has the meaning given to such term under the CCPA.
c. “Collection” has the meaning given to such term under the CCPA
d. “Sensitive personal information” has the meaning given to such term under the CCPA.
e. “Service Provider” has the meaning given to such term under the CCPA.
f. “Sell” has the meaning given to such term under the CCPA. “Share” has the meaning given to such term under the CCPA.
15.3 Vivun acknowledges and agrees that it is required to assist Customer through appropriate technical and organizational measures in complying with certain requirements under subdivisions (d) through (f) of Section 1798.100 of the CCPA, which include: (1) acknowledging that the California PI is being disclosed by Customer only for limited and specified purposes set forth in this CCPA Addendum or the Agreement; (2) Vivun agreeing to comply with the applicable obligations of the CCPA and provide at least the level of privacy protections as are required by the CCPA; (3) acknowledging and agreeing that Customer has the right to take reasonable and appropriate steps to help to ensure that Vivun uses the California PI in a manner consistent with Customer’s obligations under the CCPA; (4) Vivun agreeing to notify Customer if Vivun makes a determination that it can no longer meet its obligations under this Section; and (5) acknowledging and agreeing that Customer has the right, upon notice, including under this Section 2(3) above, to take reasonable and appropriate steps to stop and remediate unauthorized use of California PI.
15.4 Vivun will reasonably assist Customer with any data subject access, erasure or opt-out requests and objections. If Vivun receives any request from data subjects, authorities, or others relating to its data processing, Vivun will without undue delay inform Customer and reasonably assist Customer with developing a response (but Vivun will not itself respond other than to confirm receipt of the request, to inform the data subject, authority or other third party that their request has been forwarded to Customer, and/or to refer them to Customer, except per reasonable instructions from Customer). Vivun will also reasonably assist Customer with the resolution of any request or inquiries that Customer receives from data protection authorities relating to Vivun, unless Vivun elects to object such requests directly with such authorities.
15.5 Unless otherwise indicated, any reference herein to the CCPA or provisions thereof shall be construed as a reference thereto as amended, modified, varied, restated, supplemented or re-enacted from time to time or as a reference to any successor thereto and all rules and regulations promulgated thereunder.
16. Generative AI Technology
16.1 Definitions: As used herein, "AI Technology" refers to natural language processing tools, products, or services, machine learning capabilities, automated decision-making technology, models, and all artificial intelligence software, systems, processes, or technology.
16.2 Use of AI Technology Vivun will not use, disclose, or process any Customer Data (including any derivative, subset, or compilation of such Customer Data) through AI Technology except as explicitly authorized herein. Vivun will only use AI Technology as necessary to provide Services to the Customer and strictly in accordance with the terms of this Agreement.
16.3 Additional Restrictions Vivun, and any party acting on its behalf, shall not:
16.2 Use of AI Technology Vivun will not use, disclose, or process any Customer Data (including any derivative, subset, or compilation of such Customer Data) through AI Technology except as explicitly authorized herein. Vivun will only use AI Technology as necessary to provide Services to the Customer and strictly in accordance with the terms of this Agreement.
16.3 Additional Restrictions Vivun, and any party acting on its behalf, shall not:
a. Process Customer Data (or any derivative, subset, or compilation of such Customer Data) using AI Technology in a manner that co-mingles the Customer's data with the data of any other Vivun customer.
b. Process Customer Data (or any derivative, subset, or compilation of such Customer Data) to train any AI Technology, including associated models, for any purpose other than as required to provide Services to the Customer in accordance with this Agreement.
b. Process Customer Data (or any derivative, subset, or compilation of such Customer Data) to train any AI Technology, including associated models, for any purpose other than as required to provide Services to the Customer in accordance with this Agreement.
Vivun represents, warrants, and covenants that no Customer Data processed through AI Technology will be accessible to, accessed by, transmitted to, or received by any third party unless explicitly permitted by this Agreement.
16.4 Sub-Processor Treatment: The parties agree that no additional requirements or distinctions will be imposed on sub-processors providing services related to AI Technology.
16.4 Sub-Processor Treatment: The parties agree that no additional requirements or distinctions will be imposed on sub-processors providing services related to AI Technology.
17. Miscellaneous
17.1 Notwithstanding the foregoing and anything to the contrary in the Agreement (including this DPA), Customer acknowledges that Vivun shall have a right to process Customer Personal Data or data related to Customer's use of the Service for the purposes of creating anonymized, aggregate and/or de-identified information for its own legitimate business purposes, including but not limited to improve and develop the Service.
17.2 This DPA supersedes and replaces all prior representation, understanding, communications and agreements between the Parties in relation to the matter of this DPA.
17.3 As between Customer and Vivun, this DPA is incorporated into and subject to the terms of the Agreement and shall be effective and remain in force for the term of the Agreement or the duration of the Service. Except for the changes made by this DPA, the Agreement remains unchanged and in full force and effect. In the event of any conflict between the terms of this DPA and the terms of the Agreement, the terms of this DPA shall prevail so far as the subject matter concerns the processing of Customer Personal Data.
17.4 In no event shall this DPA benefit or create any right or cause of action on behalf of a third party, but without prejudice to the rights or remedies available to data subjects under Data Protection Laws or this DPA (including the Standard Contractual Clauses).
17.5 Each party acknowledges that the other party may disclose the Standard Contractual Clauses, this DPA, and any privacy related provisions in the Agreement to any regulator or supervisory authority upon request.
17.6 Notwithstanding anything to the contrary in the Agreement, Vivun may periodically make modifications to this DPA as may be required to comply with Data Protection Laws.
17.7 Other than as required by applicable Data Protection Laws or the Standard Contractual Clauses, the dispute mechanisms, including those related to venue and jurisdiction, set forth in the Agreement govern any dispute pertaining to this DPA.
Schedule A to the DPA
Description of the Processing Activities / Transfer
List of Parties | |
Data Exporter | Data Importer |
Name: The party identified as the "Customer" in the Agreement | Name: Vivun, Inc. ("Vivun") |
Address: The address associated with the Vivun account or as otherwise specified in the Agreement. | Address: 8 The Green Street, $14467, Dover, DE 19901 |
Contact Person's Name, position and contact details: The contact details associated with the Customer's account, or as otherwise specified in the DPA or Agreement. | Contact Person's Name, position and contact details: The contact details associated with the Customer's account, or as otherwise specified in the DPA or Agreement. |
Activities relevant to the transfer: See Annex 1(B) below | Activities relevant to the transfer: See Annex 1(B) below |
Signature and date: See front end of Agreement | Signature and date: See front end of Agreement |
Role: Controller | Role: Processor |
Description of Transfer | |
Categories data subjects | Customer may submit Customer Personal Data to Vivun, the extent of which is determined and controlled by the Customer in its sole discretion, and which may include, but is not limited to Personal Data relating to: (i) clients, customers and prospects of Customer (each a "Client"); (ii) business partners, (iii) vendors and (iv) end-users. |
Purposes of the transfer(s) | Processing: (i) to provide the Service in accordance with the Agreement; (ii) to perform any steps necessary for the performance of the Agreement; (iii) initiated by Customer and its end-users in its use of the Service; and (iv) to comply with other reasonable instructions provided by Customer (e.g., via email or support tickets) that are consistent with the terms of the Agreement (individually and collectively, the "Purpose"). |
Categories of personal data | Customer may submit Customer Personal Data to Vivun, the extent of which is determined and controlled by Customer in its sole discretion [and may vary depending on the Service] but which may include, but is not limited to identification and contact data (name, address, title, contact details); employment details (employer, job title, geographic location, area of responsibility, employer financial information); or any other personal data elements contained within Customer Data that Customer chooses to input into or otherwise provide to the Service. |
Frequency of the transfer. | The Customer Personal Data will be transferred in accordance with the Customer's instructions as described in this DPA. |
Sensitive data (if appropriate) | N/A. Customer is prohibited under the Agreement from submitting special category data to the Service. |
Duration of processing: | Term of the Agreement plus the period from the expiry of the Agreement until deletion of Customer Personal Data in accordance with the terms of the Agreement (including the DPA or as otherwise instructed by Customer. |
Subject matter of the processing: | The subject matter of the processing is the Customer Personal Data processed by Vivun to provide the Service. |
Nature of the Processing: | [Customer Personal Data transferred will be processed in accordance with the Agreement (including this DPA) and may be subject to the following processing activities: (i) storage and other processing necessary to provide, maintain and improve the Service (as applicable) provided to Customer as instructed by Customers or its end-users; and/or (ii) disclosures in accordance with the Agreement and/or as compelled by applicable laws.] |
Retention period (or, if not possible to determine, the criteria used to determine that period): | [Vivun will retain Customer Personal Data for the term of the Agreement and any period after the termination of expiry of the Agreement during which Vivun processes Customer Personal Data. ] |
Competent supervisory authority |
The Data Exporter's competent supervisory authority will be determined in accordance with the GDPR. With respect to Personal Data protected by UK GDPR, the competent supervisory authority is the Information Commissioners Office (the "ICO"). |
Schedule B
Technical and Organizational Security Measures
Description of the technical and organizational measures implemented by the processor(s) / data importer(s) (including any relevant certifications) to ensure an appropriate level of security, taking into account the nature, scope, context and purpose of the processing, and the risks for the rights and freedoms of natural persons.
Measure | Description |
Measures of pseudonymization and encryption of personal data | Data is encrypted in transit with TLS 1.2+. As applicable, data is encrypted at rest with native AWS solutions such as Key Management Service (KMS). |
Measures for ensuring ongoing confidentiality, integrity, availability and resilience of processing systems and services | Vivun uses vulnerability assessment, patch management, threat prevention and on-going monitoring procedures, processes and policies to identify, detect and mitigate against identified security threats, risks and malicious code. |
Measures for ensuring the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident | A resilient Platform architecture is deployed by leveraging AWS features. Critical Platform components are replicated across multiple AWS Availability Zones, each of them designed as an independent failure zone. This capability is leveraged by balancing the architecture components between two AWS Availability Zones to keep the system operational, even if one Availability Zone stops working. Disaster recovery plans are in place to guide personnel in procedures to protect against disruptions caused by an unexpected event. |
Processes for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures in order to ensure the security of the processing | Vivun performs external, independent penetration testing at least annually with a firm that has a strong reputation within the security industry and internally, as a significant change has been made to applications or infrastructure services. Additionally, we perform continuous vulnerability scans and assessments on production assets. |
Measures for user identification and authorisation | Vivun uses logical access controls to manage access to data and systems based on access levels, job roles and data classification. |
Measures for the protection of data during transmission | All communication between Vivun Servers and Connected Applications is encrypted in transit. Vivun uses secure TLS protocols (1.2 and above) and strong cipher suites to ensure your organization’s data is protected as it moves in and out of Vivun. |
Measures for the protection of data during storage | Data is encrypted at rest, secured by FIPS 140-2 certified hardware security modules (HSMs) via Amazon Key Management Service (KMS). |
Measures for ensuring physical security of locations at which personal data are processed | Vivun relies on Amazon AWS and Salesforce, both of whom are responsible for implementing controls for restricting physical access to data center facilities, backup media, and other system components including firewalls, routers, and servers. Salesforce security may not be applicable to AVA products. |
Measures for ensuring events logging | Vivun production servers and systems are configured to log access related events and send logs to a centralized logging repository, and monitoring tools are in place in order to analyze the systems for possible or actual security breaches. The logging and monitoring tools used are configured to provide e-mail alerts to appointed personnel when suspicious activity is detected. |
Measures for ensuring system configuration, including default configuration | Vivun uses configuration management processes and tools to deploy, enforce and monitor configurations to systems. |
Measures for internal IT and IT security governance and management | Vivun Inc. maintains an information security management system (“ISMS”), which is aligned to and self-assessed against NIST 800-53. Within this framework, Vivun has defined an information security program implementing, in accordance with NIST 800-53, policies, procedures, administrative and technical safeguards to minimize security risks, through risk assessment, and to protect its customers’ data against accidental or unlawful loss, access or disclosure or other misuse. The information security program includes the following measures. |
Measures for certification/assurance of processes and products | Vivun Security and Compliance team regularly reviews its processes on an annual / as-needed basis. Vivun undergoes a SOC2 Type 2 audit annually to ensure effectiveness of Vivun security controls, operations and policies. |
Measures for ensuring data minimisation | Vivun data classification, data handling, and data destruction policies and procedures describe the relevant controls to ensure data privacy and protections. Customer data is protected with least privilege access and handled with appropriate operational controls. |
Measures for ensuring data quality | Vivun uses change management procedures and auditing mechanisms to test, approve, and monitor changes to Vivun services and infrastructure. |
Measures for ensuring limited data retention | We will retain your information for the period necessary to fulfill the purposes outlined in this Policy unless a longer retention period is required or permitted by law. When we have no ongoing legitimate business need to process your personal information, we will either delete or anonymize it, or, if this is not possible (for example, because your personal information has been stored in backup archives), then we will securely store your personal information and isolate it from any further processing until deletion is possible. |
Measures for ensuring accountability | Vivun has a dedicated Security department, where the CISO reports directly to the CEO to ensure unfiltered visibility and analysis of risks. The Security department is charged with holding the company, departments and services to achieve the security policies, processes and compliance goals. The security department shall accomplish these objectives by the following mechanisms: Security Operations and Engineering team is responsible for threat detection, incident response and cloud, network and host security. Governance Compliance and Risk Management team is responsible for customer assurance, governance, risk and compliance across our internal, SOC 2 and ISO requirements. Product and Application Security team is responsible for ensuring Vivun’s products are secure. |
Measures for allowing data portability and ensuring erasure | Data (privacy) request processes are in place to handle termination, erasure or removal of data. |
Schedule C
Transfer Impact Assessment
Description of the technical and organizational measures implemented by the processor(s) / data importer(s) (including any relevant certifications) to ensure an appropriate level of security, taking into account the nature, scope, context and purpose of the processing, and the risks for the rights and freedoms of natural persons.
Relevant Laws | |||
Law | Description | Data importer's experience from prior five years. | Industry experience from prior five years. |
Section 702 of the Foreign Intelligence Surveillance Act ("S702 FISA") | S702 FISA is a federal law that allows US government agencies to conduct targeted surveillance of foreign persons located outside the US with the compelled assistance of electronic communications service providers ("ECSPs") within the meaning of 50 U.S.C § 1881(b)(4). This includes "electronic communication service providers" and "remote computing service providers" as defined under 18 U.S.C. § 2510 and 18 U.S.C. § 2711, telecommunications carriers as defined under 47 U.S.C. §153, other communication service providers that have access to wire or electronic communications, and other relevant entities that are officers, employees or agents of the foregoing. | To date, Vivun has never received any government agency requests for access to personal data from Europe under S702 FISA. | Like most US-based cloud computing providers, sales intelligence platforms such as Vivun may technically qualify as "electronic communications service providers" within the scope of S702 FISA and therefore US government authorities could (at least theoretically) compel access to personal data that we process. However, sales intelligence platforms such as Vivun do not generally deal in the type of data that is of interest to US intelligence agencies. As detailed in the US Department of Commerce’s white paper titled “Information on U.S. Privacy Safeguards Relevant to SCCs and Other EU Legal Bases for EU-U.S. Data Transfers after Schrems II”, companies whose European operations involve data transfers limited to commercial information (such as employee, customer, prospect, or sales records) are not the target of US intelligence and counter-terrorism agencies. |
Executive Order 12333 ("EO 12333") | EO 12333 authorizes and governs the circumstances in which US intelligence agencies can engage in foreign intelligence surveillance outside the US. It authorizes collection of the content of communications of foreign communications that occur outside the US in the course of a lawful foreign intelligence investigation. Unlike S702 FISA, EO 12333 does not rely on the compelled assistance of electronic communications service providers but appears to rely on exploiting vulnerabilities in telecommunications infrastructure. | Vivun is not aware of any direct access to personal data originating from Europe under EO 12333 | As noted above, sales-intelligence platforms such as Vivun do not process data that is the target of US intelligence and counter-terrorism agencies |
Factors Potentially Impacting Disclosure to Public Authorities | ||
Circumstances | Description | Impact on government access risk |
Services Offered by Data Importer | See Schedule 1 EU SCC, Annex I.B | N/A: As outlined above, sales intelligence platforms such as Vivun are unlikely to be the targets of US intelligence and counter-terrorism agencies |
Personal Data Transferred | See Schedule 1 EU SCC, Annex I.B | N/A: As noted above, the personal data processed by Vivun is unlikely to be the target of US intelligence and counter-terrorism agencies |
Length of Processing Chain (is there another entity involved before it gets to data importer) | Transfers are affected from Salesforce to AWS, with any sub-processing outlined per https://static.vivun.com/privacy/Vivun_DPA_Subprocessors_EN.pdf | Low |
Onward Transfers by Data Importer | The sub-processors used by data importer as part of its normal and ordinary course of business are identified at https://static.vivun.com/privacy/Vivun_DPA_Subprocessors_EN.pdf. | Low |
Transmission Channel of Data | Personal data may be transmitted through a variety of industry standard channels, including HTTPS/TLS | (Presumed Low – see supplied security framework and documentation) |
Format of Transferred Data | Encrypted (see above) | Low |
Purpose of Processing | See Schedule 1 EU SCC, Annex I.B | Low |
Economic Sector Involved | Contingent on Client Activities | N/A |
Storage Location | Amazon Web Services US-WEST REGION | Low |
Additional Factors that May Be Relevant | ||
Circumstances | Description | Impact on Government Access Risk (increase, decrease, neutral) |
Does the Destination Country Have Comprehensive Data Protection Law? | The USA does not have comprehensive data protection law that applies to government authorities. However, there are various laws that govern the collection, use and disclosure of personal information by US federal and state governments. For example, the Privacy Act establishes a code of fair information practices regarding the use of personal information by federal agencies. In the context of USG surveillance activities, there are a number of protections and safeguards that apply to USG collection and use of data in connection with security and surveillance. Some of these are found in the laws that authorize such activities, others in other legislation or directives. For example, PPD-28 is a presidential directive that imposes restrictions on signals intelligence activities by US intelligence agencies, including those conducted under FISA 702 and EO 12333. However, in the Schrems II judgment the CJEU held that the protections afforded by PPD-28 are not sufficient to ensure an adequate level of protection for personal data under the GDPR. As regards, transfers, the USA does not have a generally applicable law (equivalent to Chapter V of the GDPR) that restricts the transfer of personal data to third countries. Generally speaking, while the United States do not have a comprehensive privacy law similar to the GDPR, many states have enacted or are in the process of enacting comprehensive privacy laws that provide similar protections and privacy rights to individuals (e.g., CCPA/CPRA in California) | Low |
Does the Destination Country Have an Independent Data Protection Authority? | The US does not have a single independent supervisory authority responsible for ensuring and enforcing compliance with data protection rules or with assisting and advising individuals in the exercise of their data protection rights. However, a variety of authorities at the state and federal level are responsible for rulemaking and enforcing compliance with sectoral data protection rules. | Low |
Is the Destination County a Party to Any Relevant International Instruments / Treaties? | The United States adheres to international instruments on data protection standards, such as the Universal Declaration of Human Rights, and participates in the APEC Cross-Border Privacy Rules (CBPR) privacy certification program. | Low |
Can Data Subjects Seek Judicial Redress for Violation of Their Privacy Rights? | Generally, yes to the extent the information is sought to be used against the individual in a criminal proceeding, although in some cases a defendant may lack standing or sufficient information to effectively seek redress. Note that the CJEU held in the Schrems II judgement that European data subjects lack an adequate right of redress in connection with data that is accessed by the U.S. government under FISA 702 and EO 12333, as the latter do not confer rights which are enforceable against the US authorities (and, in particular, data subjects may lack standing under US law to challenge activities authorized under FISA 702 and EO 12333). | Low |
Will the Data Importer Document Requests for Access to the Data Processed in Providing the Services? | Yes, and will notify and cooperate with customer per DPA terms. | Low |
Does the Data Importer Publish Transparency Reports? If so, how often? | No – however, as mentioned above, to this date, Vivun has not received any access request from a public authority | Low |
Does the Data Importer Have a Policy for Processing Law Enforcement Requests? | Yes – Policy is for Vivun to review all incoming request with council, notify and cooperate with information security teams and customer per DPA terms | Low |
Vivun, Inc. - DPA Data Subprocessors
Version 13.0
Effective April 1st 2025
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Vivun Inc. - Sub Processors Operational Entities
Vivun uses sub-processors (listed below), to assist in providing services as described in our Terms of Service or a similar master services agreement customers may have signed with us.
| Product Infrastructure and Operation Third-Party Sub-Processors | ||||
| Entity Name | Subject Matter of the Processing | Processed Data | Location | Impacted Products/Services |
| Amazon Web Services, Inc. | Infrastructure provider for the production proxy API that exposes endpoints for: Web Application, Browser Extension and native iOS and Android mobile apps. | All data that passes through production APIs. | USA | All |
| Google LLC | Google Analytics: Application usage and traffic statistics | URLs, IP addresses | USA | All |
| Functional Software, Inc. dba Sentry.io | Client crash reporting statistics and aggregation. | IP addresses, email addresses, usernames | USA | All |
| Salesforce | Infrastructure provider for the managed package. | All data uploaded to and collected by the application. | USA | All |
| Altassian, Inc. | Statuspage.io: System status communications | IP addresses, email addresses, usernames | USA | All |
| Pendo.io, Inc | Application usage, associated metrics, and provider for in-application tutorials | IP addresses, email addresses, user role, coarse location, web browser UserAgent. | USA | All |
| Amplitude | Application usage, associated metrics, and provider for in-application tutorials. Problem troubleshooting and resolution for usability issues | Application usage, associated metrics, and provider for in-application tutorials. User session recordings, including network and console logs | USA | AVA only, not applicable to Hero, OS, PFA, PSO, Premium Tam Services, DA, or Analytics named products and/or related platforms |
| Snowflake | Application and infrastructure support and cloud computing based data warehousing | All data uploaded to and collected by the application. | USA | All |
| Confluent Cloud | Managed Kafka Provider, Data Streaming from/into internal Data Storage, Stream Processing, Interservice Communication | All data uploaded to and collected by the application. | USA | All |
| Okta, Inc. | SMoP - Auth0: auth, user management, and access management | Processed Data - IP addresses, email addresses, usernames, passwords, auth tokens, identifying user information, third party credentials, and all data uploaded to and collected by the application. | USA | All |
| OpenAI | Support general product offerings via natural language processing | All data uploaded to and collected by the application. | USA | All |
| Sigma Computing | Infrastructure provider for the visualization of metrics and analytics within the application | All customer production data | AWS, us-west-2 (Oregon) | All |
| Monte Carlo | Data Observability Platform | Data quality checks, data cataloguing | AWS. us-west-2 (Oregon) | All |
| You.com | Public web search for AVA products | All data uploaded to and collected by the application. | USA | AVA only, not applicable to Hero, OS, PFA, PSO, Premium Tam Services, DA, or Analytics named products and/or related platforms |
| Langchain (Langsmith) | Application quality and associated metrics | All data uploaded to and collected by the application. | USA | AVA only, not applicable to Hero, OS, PFA, PSO, Premium Tam Services, DA, or Analytics named products and/or related platforms |
| Support Services Third-Party Sub-Processors | ||||
| Entity Name | Subject Matter of the Processing | Processed Data | Location | Impacted Products/Services |
| Freshworks, Inc. | Freshdesk: Ticketing service for inbound application customer support and knowledgebase. | IP addresses, email addresses, usernames, data submitted by user with the ticket to the support service | USA | All |
| Atlassian, Inc. | Internal tracking of issued worked by Support and Customer Success services: | Email addresses, usernames, data submitted with user tickets to the support service | USA | All products, not including AVA |
| Google LLC | G Suite: ● Document Storage and Company email for internal and external communication ● email communications with customers and document storage | Email addresses, usernames, data submitted to the support services | USA | All |
| Slack Technologies, Inc. | ● Company Internal Communication ● Internal communications for Customer Support services operators | Email addresses, usernames, data submitted to the support services | USA | All |
| Adobe | Marketo: Management of information campaigns on product and service updates | Email addresses, usernames | USA | All |
| Reply App Inc. | Management of information campaigns on product and service updates | Email addresses, usernames | USA | All |
| Zoom | Videoconferencing tool that may be used for communication with customers during support calls | User Profile information (including name and email), device/hardware information, video/audio recordings, chat correspondence, video/audio transcripts, Telephone Usage Data, IP addresses, MAC Address | USA | All |
| Observe, Inc. | Monitoring of Vivun Application Logs, Metrics, and Traces | IP Addresses, Email Addresses, Usernames, Organization and User Identifiers | USA | All |
| Fullstory | Problem troubleshooting and resolution for usability issues | User session recordings, including network and console logs | USA | All |
| Linear Orbit, Inc (Linear) | Internal tracking of issued worked by Support and Customer Success services: | Email addresses, usernames, data submitted with user tickets to the support service | USA | AVA only, not applicable to Hero, OS, PFA, PSO, Premium Tam Services, DA, or Analytics named products and/or related platforms |
Vivun, Inc. - Responsible Vulnerability Disclosure Program
Version 3.0
Effective May 4th 2023
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Vivun Responsible Vulnerability Disclosure Program
Vivun’s Philosophy
Protecting customer data has been, and always will be, our top priority at Vivun.
Vivun values the work done by security researchers in improving the security of our products and service offerings. As a result, Vivun encourages the responsible reporting of any scoped or identified vulnerabilities that may be found in our websites. Vivun is committed to working with security researchers to verify, reproduce, and respond to potential vulnerabilities that are reported in accordance with the below requirements. If this policy and Vivun’s procedures are followed, Vivun will endeavor to refrain from commencing legal action against researchers for penetrating or attempting to penetrate our systems, provided that the following conditions listed below are met.
Note: The Vulnerability Disclosure Program is strictly voluntary and Vivun will provide no reward or any financial remuneration, including a ‘bug bounty,’ for any vulnerabilities discovered and reported to Vivun. Further, all activities engaged in by any researcher must be:
- Legal
- Not likely to create harm to Vivun, its customers, its users, or any third party
- In compliance with the Vivun Privacy Policy
Vivun’s Requirements for Testing Vivun Systems
Please review these terms before you take any action to test a Vivun system. While we encourage researchers to report to us any vulnerabilities discovered in a responsible manner, Vivun does have rules for engagement pertaining to those assets and means of testing which are in the scope of this policy. Targeting any item not explicitly indicated as an ‘In-Scope Asset’ or engaging in any activity which is not indicated herein as an ‘In-Scope’ can and may result in civil litigation or criminal action.
In-Scope Assets
The following is a list of assets for which Vivun is explicitly permitting and encouraging good-faith security research:
- www.vivun.com
- execalliance.vivun.com
- unxpctd.vivun.com
- IT Services:
- DNS
Out of Scope Assets
The following is a list of assets for which Vivun is explicitly excluding and prohibiting from any security research:
- app.vivun.com
- app.eval.vivun.com
- app.revel.vivun.com
In-Scope Activities
The following is a list of activities for which Vivun is explicitly permitting and encouraging good-faith security research:
- Testing should be limited to in scope sites and services that Vivun directly operates. We will not accept reports for third-party services or providers that integrate with Vivun.
- Reporting vulnerabilities with no conditions, demands, or ransom threats.
- Making a good-faith effort to avoid privacy violations and disruptions to others, including (but not limited to) unauthorized access to or destruction of data.
Out of Scope Activities
The following is a list of activities for which Vivun is explicitly excluding and prohibiting from any security research:
- Sharing, disclosing or publicizing an unresolved vulnerability with or to third parties.
- Performing actions that may negatively affect Vivun or its clients or otherwise impact service availability, including spam, brute force, and/or denial of service.
- Accessing, or attempting to access, data or information that does not belong to you.
- Testing of participating services using anything other than test accounts.
- Destroying or corrupting, or attempting to destroy or corrupt, data or information that does not belong to you.
- Conducting any kind of physical or electronic attack on Vivun personnel, property, or data centers.
- Social engineering any Vivun customer, service desk, employee, or contractor.
- Violating any laws or breaching any Vivun Service Agreements in order to discover vulnerabilities.
Vivun’s Commitment to Researchers:
If you responsibly submit a vulnerability report, Vivun will use reasonable efforts to:
- Respond in a reasonable time frame confirming that we received your report.
- Provide an estimated time frame for addressing the vulnerability report.
- Notify you when the vulnerability has been fixed.
Reporting a potential security vulnerability:
- We expect you to privately share details of the suspected vulnerability with Vivun by sending an email to vulnerability-reporting@vivun.com. By sending an email to this address you confirm that you are meeting Vivun’s requirements of the Vivun Responsible Disclosure Program, as listed above.
- Provide full details of the suspected vulnerability so the Vivun security team may validate and reproduce the issue – please be sure to include as much detail as possible.
- For any legal questions or concerns, please contact us at Legal@vivun.com.
Legal Terms
Acceptance of Non-Disclosure Terms: All information relating to vulnerabilities that you become aware of through Vivun’s Vulnerability Disclosure program is considered Confidential and therefore, you agree that you will not publish or otherwise disseminate publicly (or to any third party) any identified vulnerabilities so as to permit Vivun to effectively remediate the same, without first obtaining written consent from Vivun. For the purposes of obtaining consent or discussing these terms, please email Legal@vivun.com. Further, you agree to honor any request from the Information Security team at Vivun to promptly return or destroy all copies of confidential information and all notes related to the Confidential Information.
In honor of our commitment to collaboration and transparency, Vivun will not withhold approval of disclosure unless Vivun believes, in its sole opinion and at its sole discretion, that confidentiality is required to avoid material harm to Vivun or to any other party, generally.
You must comply with all applicable laws, rules and regulations (including those local to you) with respect to your activities related to Vivun’s Vulnerability Disclosure Program. Presently, no awards are available for any respondents/participants of this program. However, if Vivun, in its sole discretion, determines you are eligible for any reward as part of this program, such rewards will not be issued to you if you are (a) in an US embargoed country or (b) on an US Government list of sanctioned or restricted individuals, or affiliated with any sanctioned or restricted entities. Further any reward shall be considered non-transferrable.
Vivun reserves the right to modify the terms and conditions of this Vulnerability Disclosure Program and your participation in the Program constitutes acceptance of all terms. Please check this site regularly as we routinely update our Vulnerability Disclosure Program terms and eligibility, which are effective upon posting. We reserve the right to cancel this Program at any time and without any notice to any participants.
Safe Harbor
Any activities conducted in a manner consistent with this Program on only those assets and activities defined herein as “in-scope” will be considered authorized conduct and we will not initiate legal action against you. Any activities conducted on those assets or activities defined herein as “out-of-scope” shall result in immediate legal action against you and any affiliated parties.
Vivun, Inc. - Event Release of Liability, Waiver of Claims, Assumption of Risks, Indemnity for Claims, and Photo/Video Release
Version 2.0
Effective January 30th 2024
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Vivun, Inc. - Event Release of Liability, Waiver of Claims, Assumption of Risks, Indemnity for Claims, and Photo/Video Release
PREAMBLE
From time to time, Vivun may present an opportunity for individuals, affiliates, invitees, employees, spouses, invited guests, speakers, independent contractors, and other related parties (collectively, “Participants”) to meet and interact with other Participants at an external location of Vivun’s designation, or in connection with a Vivun Online Community, as defined by the Vivun, Inc. Online Community Guidelines (hereinafter, collectively an “Event”), whether in-person at a Location (hereinafter “Location”), or online/remote, the following terms shall apply and are accepted by all participants, by virtue of their attendance or participation in an Event.
An Event, as it is defined herein, may include, but is not limited to, all travel, activities, dining, and excursions undertaken on the way to, during, and on the way therefrom the Location or the Event. Participation is not without certain risks, dangers, hazards and liabilities. These include, but are not limited to, personal injury, personal illness, death, property damage, expense and other loss, severe delay, inconvenience, becoming stranded (including Participant’s inability to return home in a timely manner), this Event’s cancellation or curtailment (collectively, the “Risks”).
While traveling for and attending the Event, all Participants shall be expected to act in a reasonable, responsible, prudent, and safe manner. Participants will also be held accountable for their actions and behavior wherever they shall be located. Participants acknowledge that during the Event, failure to conduct oneself in a professional manner may be result in expulsion from the Event and legal action.
All Participants taking part in any Vivun Event are required to accept these and other Risks as a condition of their participation. The Statement of Risks set forth below is intended to enable participants to better understand and accept the various Risks involved in this Event but is not inclusive of all conceivable Risks associated with their Participation.
STATEMENT OF RISKS
- By attending the event each Participant acknowledges and states that they are aware that there are inherent Risks (hereinafter “Risks”) to which I may be exposed while participating on this Event, which include but are not limited to the following:
- Theft, vandalism or loss of personal property;
- Illness, or other physical incapacity/injury
- Injury or death;
- Exposure to different environmental and weather conditions than those in your Participant’s country, or place of residence, including extreme cold, wind, and winter related conditions;
- That the laws of the Location, as well as those places traveled to or through on the Trip, may be significantly different than those in Participant’s home country, or place of residence;
- inexperience or unfamiliarity with any activity or its requirements;
- Unfamiliarity with the Location or any facilities therein;
- Faulty equipment, gear or inadequate instruction;
- Violence or criminal acts of others;
- That Participants may be required by the laws of their home country to comply with illness testing, quarantine, or other health and safety measures as part of their travel to or from the Location;
- Risk of injury inherent in engaging in any type of indoor or outdoor sports or recreational activities;
- In light of the foregoing, by attending the event, all Participants understand and acknowledge that these risks may result in personal injury, including but not limited to the following: Collision with: other players/participants, sports/recreational equipment, structures, vehicles, swimmers, vessels or surfers; Slips/trips/falls; falls from heights, fractures/broken bones; sprains/strains; bruises; lacerations; punctures; concussion; loss of consciousness; physical exhaustion/heat exhaustion; hypothermia, eye injuries; sunburn/windburn/camping burns; drowning; diving/boating accidents; bites/stings/burns/rashes from contact with animals/insects or sea life; sun poisoning or stroke; injuries from shark attack; spinal injuries; paralysis; brain damage; serious injury to internal organs, bones, ligaments, joints, muscles, tendons, and other aspects of the muscular skeletal system; neck, face and head injuries; ear injuries, heart attack; sickness; suffocation; and/or death as a result of the nature of some related activities. All participants freely accept and fully assume all such Risks and the possibility of any and all related personal injur(ies), death(s), and instances of property damage or loss, resulting therefrom.
ACKNOWLEDGEMENTS AND CERTIFICATIONS
Prior to any Participation in an Event, Participant acknowledges, agrees to, and certifies the following statements are true:
- Participant’s traveling for and participation in the Event is voluntary and that this event carries with it certain dangers and risks not limited to those outlined herein;
- Participant is aware that they are free to decline to engage in any activities related to or in connection with the Event (whether or not provided by, paid for, or sponsored by Vivun), and enters into or engages with any such activity free from any influence and of their own accord;
- Participant will not undertake any activity without the proper and necessary gear or related equipment;
- Participant is solely responsible for any injuries to persons or property which may be incurred in connection with my participation in the Event;
- Participant understands that it is Participant’s sole responsibility to learn as much as possible about the Risks of the Event and to weigh those Risks against the advantages, and to decide whether or not to participate;
- Participant has checked the weather for all locations they reasonably anticipate interacting with while on the Event prior to their departure;
- Participant has or will become familiar with recreational activities that Participant plans to do, and shall not undertake any activity with which they are unfamiliar or otherwise unprepared;
- Participant is solely responsible for and will bring appropriate clothing, footwear, supplies, protective gear (including gear necessary for all sport related activities) suitable for destination weather, and anticipated outdoor or recreational activities;
- Participant will not bring valuables or, to the extent that valuables are brought, is solely responsible for ensuring that such valuables are kept secure at all times;
- Participant will bring, and is solely responsible for, all necessary medications, medical devices, or emergency medical kits.
- Participant has independently researched and reviewed all travel and medical notices pertaining to the Location or the Event which have been issued by Participant’s home country or those countries through with Participant will, or may reasonably expect to interact with during the Event.
RELEASE OF LIABILITY, WAIVER OF CLAIMS AND INDEMNITY AGREEMENT
In acknowledgement and agreement of the foregoing and in consideration of Vivun permitting my participation in an Event, each Participant acknowledges and agrees as follows:
TO WAIVE ANY AND ALL CLAIMS that the Participant, their heirs, personal representatives, executors, administrators or assigns have or may have now or in the future against Vivun and each of its directors, shareholders, partners, employees, agents, volunteers and independent contractors (all of whom are hereinafter collectively referred to as “the Releasees”);
- TO RELEASE THE RELEASEES from any and all liability for any loss, damage, injury or expense that Participant might suffer, or that Participant’s next of kin may suffer, as a result of Participant’s participation in an Event due to any cause whatsoever, INCLUDING BREACH OF CONTRACT, OR TORTIOUS ACTS OR OMISSIONS (INCLUDING NEGLIGENCE) ON THE PART OF THE RELEASEES;
- TO HOLD HARMLESS AND INDEMNIFY THE RELEASEES from any and all liability for any damage to the property of, or personal injury to, any third party, resulting from Participant’s acts or omissions while participating in an Event;
- THIS AGREEMENT SHALL BE EFFECTIVE AND BINDING UPON PARTICIPANT’S HEIRS, NEXT OF KIN, EXECUTORS, ADMINISTRATORS, ASSIGNS AND REPRESENTATIVES IN THE EVENT OF PARTICIPANT’S DEATH OR INCAPACITY;
- By attending the Event Participant acknowledges and agrees that Participant is entering into this Agreement, Participant is not relying upon any oral or written representations or statements made by the Releasees other than what is set forth in this Agreement;
PHOTO/VIDEO WAIVER
Unless otherwise prohibited by law, Participant agrees to grant Vivun and its authorized representatives’ permission to record, videotape, and photograph, Participant’s image and/or my voice (“Captured Likeness”) during the Event or as required by or included in my participation with any Vivun Online Community (as defined in the Vivun, Inc. - Online Community Guidelines) and at any point thereafter. Participant further agrees that Participant’s Captured Likeness may be used, in any form, as part of any future publications, brochure, or other printed materials used to promote Vivun, and further that such use shall be without payment of fees, royalties, special credit or other compensation.
PARTICIPANT ACKNOWLEDGES AND AGREES THAT THEY HAVE READ AND UNDERSTOOD THIS AGREEMENT AND ARE AWARE THAT BY ATTENDING AN EVENT THAT THEY ARE AGREEING TO THIS AGREEMENT, THAT THEY ARE WAIVING CERTAIN LEGAL RIGHTS, INCLUDING THE RIGHT TO SUE, WHICH PARTICIPANT, THEIR HEIRS, NEXT OF KIN, EXECUTORS, ADMINISTRATORS AND ASSIGNS MAY HAVE AGAINST THE RELEASEES.
Vivun, Inc. - Expert Community Guidelines
Version 4.0
Effective January 30th 2024
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Vivun, Inc. - Online Community Guidelines
Community Overview:
A Vivun Online Community (“Online Community”) is any virtual space where members have been identified by or invited by Vivun or any member of a Vivun Online Community (“Community Members”).
It is important that Community Members feel that Online Communities are safe spaces. As such, by participating all Community Members acknowledge and agree to both these Community Guidelines as well as the Vivun Terms of Service, Vivun Event Release of Liability, Waiver of Claims, Assumption of Risks, Indemnity for Claims, and Photo/Video Release, and the Vivun Privacy Policy.
Vivun enforces the following Online Community Rules, and by joining an Online Community, you agree to adhere to these rules and guidelines or risk permanent removal.
Online Community Rules:
Participating an Online Community means you’ll be able to publicly post comments, photos, and other content; send messages and other communications to other Community Members, and submit suggestions, ideas, comments, questions, links, media, or other information (collectively we’ll refer to these actions as “Online Content”)
- You must be 18 to participate an Online Community. Sorry, no kids allowed!
- Online Content is only permitted when it does not violate these Community Guidelines or the Vivun Terms of Service. Additionally, Online Content is not permitted where it is illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights or otherwise injurious to third parties or objectionable, and does not consist of or contain software viruses, political campaigning, commercial solicitation, email addresses, URLs, phone numbers, physical addresses or other forms of contact information, chain letters, mass mailings, or any form of “spam.”
Examples of prohibited Online Content include the following:
- The use of sexualized language or imagery, and making any sexual advances of any kind
- Trolling, insulting or derogatory comments, including personal or political attacks
- Public or private harassment, including discriminatory or prejudicial comments
- Publishing others’ private information, such as a physical or email address, without their explicit permission
- The use of any type of harmful link or activity that would be considered illegal
- Other conduct which could reasonably be considered inappropriate in a professional setting
- You must be open and honest about who you are and your intentions. This means that you may not use a false email address, impersonate any person or entity, or otherwise mislead other Community Members as to the origin of who you are or any Online Content you submit.
- Your conduct should be guided by common sense and basic etiquette. Any opinions, advice, statements or other information provided or made available by third parties in the Online Community are, yours, or those of the respective authors and not of Vivun.
- You agree that you are responsible for your Online Content. Your Online Content includes items that you post, submit, or make available to others, and for any consequences thereof. Vivun has the right, but not the obligation, to monitor, edit, to not post and/or to remove any Online Content.
- Be professional and respectful to other members. This means that you will communicate with empathy, give other Community Members the benefit of the doubt, and that you will be mindful of how others want to be addressed. In other words, just be decent. Not every Community Member will agree with one another, nor will you like everyone you meet, that being said, your participation in the Online Community requires you to show a high level of respect for every Community Member.
- Be respectful of differing opinions, viewpoints, and experiences. Each member comes with unique experiences and knowledge and each member has been vetted by our community board as a valuable contributor.
- Use All Platforms And Tools For Their Intended Uses
- Slack:
- Ensure your Online Content is Relevant: Only post in Slack channels items that are relevant to that channel.
- Be Thoughtful When You Post: Please don’t post just a link to something, or thought with no context. Your focus should always be on starting or furthering a conversation.
- Meetsy:
- Be respectful of individuals’ schedules and do not pressure anyone to meet you in person.
- Use video and chat features to network and build professional relationships.
- Join small groups and 1:1 match programs that are relevant to you and do not interrupt or troll ones that are not.
- Slack:
- No Selling, Spamming, or Self Promoting. Do not promote or share your own products, events, links, or articles unless it’s something created specifically for the Solutions Consulting community and relevant to the thread in which you are posting it. The same goes for direct messaging – we consider messaging community members with the intent to sell, spam or self-promote, akin to harassment and you will be removed. If anybody sends you a message with an intention of acquiring or inviting you to join their brand, please contact the Vivun Online Community Members.
Enforcement Policy
XC has a strict one-strike policy. If a member is found in violation of the above guidelines or any of the community rules, members will receive a written warning of their behavior and be put on probation. If additional incursion takes place, members will immediately be removed and banned from the community.
If the initial behavior is severe and or illegal, a warning will not be given and the member will be removed immediately.
Additionally, the community board, made up of both members of the community and the Vivun team, can remove any members without cause.
If the initial behavior is severe and or illegal, a warning will not be given and the member will be removed immediately.
Additionally, the community board, made up of both members of the community and the Vivun team, can remove any members without cause.
All Community Members acknowledge that they, as a Community Member, are here at Vivun’s invitation and have no right to persist as Community Members. Vivun can terminate any membership at any time and for any reason.
Reporting Guidelines
If a Community Member finds another Community Member in violation of the Vivun Online Community Guidelines, they are to instructed to reach out to communityconduct@vivun.com. Remember, when you see bad behavior, don’t reply and dont engage. It encourages bad behavior by acknowledging it, consumes your energy, and wastes everyone’s time.
Additional Legal Terms:
No Relationship Created
Nothing in these Guidelines nor any Community Member’s use of the Online Community creates or is intended to create an association, trust, partnership, joint venture or any other entity or similar legal relationship between Vivun and any Community Member, or impose a trust, partnership or fiduciary duty, obligation, or liability on or with respect to either Vivun or a Community Member.
DISCLAIMER OF LIABILITY FOR MEMBERSHIP BENEFITS
- By becoming a Community Member of a Vivun Online Community, each Community Member acknowledges and agrees that any and all membership benefits provided by Vivun are solely at the discretion of the Vivun. Community Member further acknowledges that Vivun reserves the right to modify, change, or discontinue any membership benefits at any time without prior notice.
2. No Legal Obligation: Community Member understands and agrees that the provision of membership benefits by Vivun does not create any enforceable legal responsibility on the part of Vivun to fulfill such benefits. Vivun assumes no obligation, whether express or implied, to provide any specific benefits and expressly disclaims any and all liability for the fulfillment of membership benefits.
3. Discretionary Nature of Benefits: Vivun retains the sole and exclusive right to determine the nature, type, and scope of any membership benefits offered to its Community Member. Vivun may, at its sole discretion, add, remove, or modify benefits, and such changes shall not give rise to any legal claims or liabilities against Vivun.
4. No Warranties or Guarantees: Vivun makes no warranties or guarantees, whether expressed or implied, regarding the availability, quality, or any other aspect of the membership benefits. Vivun disclaims all warranties, including but not limited to, the implied warranties of merchantability and fitness for a particular purpose.
5. Limitation of Liability: In no event shall Vivun be liable to a Community Member or any third party for any direct, indirect, incidental, special, or consequential damages arising out of or in any way connected with the provision or non-provision of membership benefits, even if Vivun has been advised of the possibility of such damages.
6. Governing Law This Disclaimer shall be governed by and construed in accordance with the laws of the state of Delaware, without regard to its conflict of law principles.
Data Retention and Deletion of Data
We will retain and use your information as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements, but barring legal requirements, will delete any profile you have created with Vivun upon receipt of your request and within a reasonable time period (not to exceed 180 days). For more information please see the Vivun Privacy Policy.
Assumption of Risk, Waiver and Release Of Liability (“Release”)
As stated above, The Vivun Online Community provides an online platform through which Community Members may share Online Content directly with one another or with a group.
In consideration for being given access to the Online Community, you acknowledge and agree as follows:
- You understand and agree that Vivun is not a party to any agreements entered into between Community Members. Vivun has no control over the conduct of Community Members, and disclaims all liability in this regard to the maximum extent permitted by law. Vivun has not conducted background checks or otherwise screened any of the Community Members participating in this forum in any way, and Vivun MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT COMMUNITY MEMBERS.
- Each Community Member understands that they are solely responsible for your health, safety, and well being and that Vivun MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, SAFETY, OR TIMELINESS OF THE ONLINE COMMUNITY, ANY ONLINE CONTENT PUBLISHED THEREIN, OR RELATED COMMUNITY MEMBERS. EACH COMMUNITY MEMBER FULLY ACCEPTS AND ASSUMES ALL SUCH RISKS AND RESPONSIBILITY FOR ALL LIABILITY, LOSSES, COSTS, CLAIMS, OR DAMAGES INCURRED FROM THEIR PARTICIPATION IN THE Online Community.
- YOU UNDERSTAND AND AGREE that Vivun is not responsible for the errors, omissions, acts, or failures to act of any of third parties (including other Community Members) participating in the Online Community. By using the Online Community, you agree that any legal remedy or liability that you seek to obtain for actions or omissions of any third party will be limited to a claim against the particular party who caused you harm. You agree not to attempt to impose liability on or seek any legal remedy from Vivun with respect to such actions or omissions.
- YOU HEREBY RELEASE, DISCHARGE, COVENANT NOT TO SUE, AND AGREE TO INDEMNIFY, SAVE AND HOLD HARMLESS VIVUN, its directors, agents, officers, volunteers, contractors, employees, (each considered one of the “Releasees” herein) from and against any and all liability, claims, demands, losses, or damages, known or unknown, caused or alleged to be caused in whole or in part by your use of the Vivun Online Community. Without implication of limitation, this release applies to: all liability caused by the negligence or fault of the Releasees or of any suppliers of the services; all liability resulting in wrongful death, personal injury, or property damage; all liability caused by the inability to use or failure to provide any of the services; all liability caused by defamation or invasion of privacy; all liability caused by slander or defamation; all liability caused by use of or access to the Online Community by Community Member; all liability caused by any data or data transmitted or received through, or posted to or stored in the Online Community though the Community Member’s account, all liability caused by Community Members use of the Online Community, to the extent that such use misappropriated any copyright, trade secret, U.S. patent, or trademark right of the third party; and all liability due to any other cause whatsoever. You further agree that if, despite this release, you or anyone on your behalf makes a claim against any of the Releasees named above, you will indemnify and save and hold harmless each of the Releasees from any litigation expenses, attorney fees, loss, liability, damage, or cost any may incur as a result of any such claim.
- This Release shall be governed in all aspects by the laws of the state of California, without reference to choice of law principles, and any disputes arising from this Release shall solely be resolved in the state or federal courts situated in California. YOU HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT YOU MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (including but not limited to any claims, counterclaims, cross-claims, or third part claims) arising out of, under or in connection with this release. Further, you certify that no representative or agent has represented, expressly or otherwise, that it would not in the event of such litigation, seek to enforce this waiver of right to jury trial provision.
- YOU CERTIFY THAT: YOU HAVE READ THIS RELEASE AND FULLY UNDERSTAND AND AGREE TO BE BOUND BY ITS TERMS; YOU ARE AT LEAST 18 YEARS OLD; YOU UNDERSTAND THAT YOU HAVE GIVEN UP SUBSTANTIAL RIGHTS BY SIGNING THIS RELEASE AND HAVE ACCEPTED IT FREELY AND WITHOUT ANY INDUCEMENT OR ASSURANCE OF ANY NATURE; YOU INTEND THIS RELEASE TO BE A COMPLETE AND UNCONDITIONAL WAIVER AND RELEASE OF ALL LIABILITY AGAINST RELEASEES TO THE GREATEST EXTENT ALLOWED BY LAW; AND YOU AGREE THAT IF ANY PORTION OF THIS RELEASE IS HELD TO BE INVALID THAT THE BALANCE, NOTWITHSTANDING, SHALL CONTINUE IN FULL FORCE AND EFFECT.
- IN ADDITION TO THE FOREGOING, ALL COMMUNITY MEMBERS HEREBY AGREE TO THE TERMS OF THE VIVUN, INC. - EVENT RELEASE OF LIABILITY, WAIVER OF CLAIMS, ASSUMPTION OF RISKS, INDEMNITY FOR CLAIMS, AND PHOTO/VIDEO RELEASE.
Vivun, Inc. – BI Analytics Service Usage Terms
Version 4.0
Effective January 22nd 2024
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Vivun, Inc. – BI Analytics Service Usage Terms
The following BI Analytics Service Usage Terms (“Analytics Terms”) apply to all purchases or uses of Vivun's suite of Analytics Products and Services (“Analytics Services”), and shall be construed in accordance with, and wholly incorporate the Master Subscription Agreement, located at www.legal.vivun.com (the “Agreement”). In the event of any conflict between these Analytics Terms and the Agreement, the terms of the Agreement shall prevail, control, or otherwise supersede any such inconsistency, conflict or ambiguity. By attaching the Analytics Terms to an Order Form, signing an Order Form with reference to the Analytics Terms, or using the Analytics Services in any capacity as a paid or unpaid End User, the Parties agree to both the Analytics Terms and the Agreement for the governance of any usage of the Analytics Services. Capitalized terms user herein shall have the meaning assigned to such terms as defined herein, and where such term is not defined within these Analytics Terms, such term shall have the meanings assigned thereto in the Agreement.
- Credit Purchase and Utilization:
The Vivun Analytics Services are charged at a flat rate for a total number of units of computation, (“Vivun Credits,” "Credits"), purchased by Customer for the Subscription Term on the applicable Order Form. Such purchased credits may be identified on an a related order form as a standalone item or as part of a platform fee, where applicable. Credits purchased at the beginning of the applicable Service Term are purchased as a set of total Credits Per Month (“Monthly Allotment”). Credits are not aggregated and not pro-rated, but rather are allocated as a static total per each calendar month within the Subscription Term. Customer will have a static figure of their Monthly Allotment assigned to their account for each month within the Subscription Term.
Monthly Allotment Credits are consumed in the operation of the Analytics Services, and the rate at which they are consumed is solely dependent on Customer’s utilization of the Analytics Services (“Credit Consuming Activities”). Customer accepts and acknowledges that Vivun maintains no liability for, or responsibility to monitor, Customer’s utilization of the Analytics Services, including Customer’s Credit Consuming Activities, and the impact of such Credit Consuming Activities on the Credits purchased for the applicable Service Term.
Additional Credits may be purchased at the current list price by contacting Finance@Vivun.com. Additional Credit purchases are subject to Vivun’s sole discretion and may be denied by Vivun for any reason and at any time. - Complementary Credits: Notwithstanding the foregoing, a Customer may receive Credits from Vivun without incurring any expense (collectively such credits are considered “Complimentary Credit Recipient” or “Complimentary Credits”). Such credits may be extended by Vivun either i) as identified on a relevant Order Form with the denotations of “Analytics Early Adopter Usage” or “Trial”, or, ii) without notification and as an automatic addition to to Customer's total Credit allotment. Vivun may, at its sole discretion, at any time, and without Notice, reduce, remove, increase, or otherwise alter a Complimentary Credit Recipient’s access to any Complementary Credits or Credit Consuming Activities which would require the consumption of a Complimentary Credit (regardless of whether or not such credits are identified on any applicable Order Form.) All Complimentary Credit Recipient access shall be governed by the Trial Terms located within the Master Subscription Agreement.
- Suspension:
- Temporary Suspension: Vivun may automatically suspend any further Credit Consuming Activities where:
- Customer’s in-month Credit Consuming Activities have exhausted the Monthly Allotment, or;
- Vivun has identified that Customer’s Credit Consuming Activities are likely to lead to an overconsumption or premature total consumption of their Monthly Allotment.
- In-Month Resumption: In the event that Customer’s Credit Consuming Activities have been suspended pursuant to Section 2(ii) above, Customer may request Vivun permit Customer to resume the Credit Consuming Activities, where Vivun Customer still has remaining, un-used, purchased Credits (“Analytics Service Reactivation”). Note, Vivun may refuse to honor any Analytics Service Reactivation in its sole discretion.
- Temporary Suspension: Vivun may automatically suspend any further Credit Consuming Activities where:
- Permanent Suspension:
In the event that Customer’s Credit Consuming Activities have consumed the total Credits purchased by Customer for the applicable Service Term, Vivun will automatically suspend any Credit Consuming Activities until such time as Customer has purchased additional Credits. Additional Credits can be purchased by contacting Vivun at Finance@Vivun.com. - Notifications:
Notwithstanding the foregoing, Vivun will use all commercially reasonable efforts to communicate to Customer of any Temporary or Permanent Suspensions, prior to their imposition. All parties acknowledge that any Suspension, as defined herein, is wholly contingent on Customer’s use of the Analytics Services, and as such, may be caused or triggered by Customer outside of Vivun’s hours of operation. - Payment:
The total fees for purchasing the Subscription Term Credits are outlined in Customer’s applicable Order Form and any additional Order Form(s). Unless otherwise negotiated by and between Customer and Vivun, all fees are payable upfront and in accordance with the Master Subscription Agreement. - Credit Rollover:
Credits purchased during the Subscription Term do not roll over from any initial Subscription Term to any future or subsequent Subscription Term. Credits allocated to one month do not roll over to any subsequent month, if not consumed.
Vivun, Inc. - Analytics Credit Overage Pricing
Version 2.0
Effective January 11th 2024
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Vivun Analytics Credit Overage Pricing
| Charge | Gross Monthly List Price | Gross Annual List Price | Included Quantity |
| Analytics Additional Credits 100 Per Month | $1,000 | $12,000 | 100 Vivun Credits |
| Analytics Additional Credits 300 Per Month | $2,850 | $34,200 | 300 Vivun Credits |
| Analytics Additional Credits 500 Per Month | $4,250 | $51,000 | 500 Vivun Credits |
| Analytics Additional Credits 1000 Per Month | $7,500 | $90,000 | 1000 Vivun Credits |
Vivun Inc. - Evergreen Subscription Terms Addendum
Version 2.0
Effective April 1st 2025
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Vivun Inc. - Evergreen Subscription Terms Addendum
- Notwithstanding anything to the contrary in the Vivun Master Subscription Agreement “Agreement,” the following terms shall apply solely to the subscription Services Types identified in an order Order Form as “Evergreen” (the “Evergreen Services”):
- Term and Renewal. The Evergreen Services shall commence on the Effective Date specified in the applicable Order Form and shall continue for the initial Subscription Term identified therein, unless otherwise terminated pursuant to the Agreement or these Terms.
- Automatic Renewal. The Evergreen Services shall automatically renew for successive one-month renewal terms without further action by either party unless either party provides the other with written Notice of Non-Renewal at least five (5) days prior to the end of the then-current Subscription term.
- Calendar Month Billing. During the initial Subscription Term, invoicing for the Evergreen Services shall be based on full calendar months, with each billing period commencing on the first day of a calendar month and ending on the last day of that month. If the Subscription Term begins on a date other than the first of the month, the fee for that initial partial month shall be prorated based on the number of days the Services are provided in that month. Thereafter, all monthly invoices shall be issued in advance on the first day of each calendar month and shall cover Services rendered through the end of the Subscription Term.
- Pricing Adjustments. Provider reserves the right to modify the monthly fees for the Evergreen Services at any time upon at least ten (10) days’ prior written notice to Customer. The revised fees shall apply beginning with the next renewal subscription term following the expiration of such notice period. Continued use of the Evergreen Services after the effective date of the fee change shall constitute acceptance of the new pricing. If Customer does not agree to the revised pricing, its sole remedy shall be to terminate the Evergreen Services in accordance with Section 2.
- Precedence. This Addendum shall control with respect to the Evergreen Services and shall supersede any inconsistent or conflicting terms in the Agreement or any prior Order Form related to term, renewal, termination, or billing for such services.