Welcome to AIVO. We’re glad you’re here, and we hope you enjoy everything we have to offer.
These Terms and Conditions are effective as of April the 4th, 2022. Please read these Terms carefully because they are a binding agreement between You and AIVO.
These Terms and Conditions constitute an agreement between Aivo´s clients (“Clients”) and AIVO, (each, a “Party,” and collectively, the “Parties”), a Company duly incorporated in the State of Delaware, governing the access to the Services and the www.aivo.co site (the “Site”), software, data feeds, information, tools, features, and functionalities available on the Site and/or all and any customer service solutions offered and operated by AIVO (the “Services” or “Service”).
By accepting this Agreement, either by entering, visiting, accessing and/or using a Service, You agree to be bound by this Agreement as of the date of such access or use of the Service (the “Effective Date”).If You are entering into this Agreement on behalf of a company, organization or another legal entity (an “Entity”), You are agreeing to this Agreement for that Entity and representing to AIVO that You have the authority to bind such Entity and its Affiliates to this Agreement, in which case the terms “Client”, “Customers”, “You,” “Your” or a related capitalized term herein shall refer to such Entity and its Affiliates. If You do not have such authority, or if You do not agree with this Agreement, You must not use or authorize any use of the Services
AIVO reserves the right, at our discretion, to change these Terms and Conditions. In that case, we will add a new date at the top of the document (“Effective Date”) and provide You with prior notice for any change on the “Terms and Conditions Update” page of our website. We also may notify Clients of the change using contact information, email or other means. The revised Terms and Conditions will be effective as of the published effective date. In case You Continue to use the Services and/or Site after any changes, You agree to be bound by such modifications or revisions.
You acknowledge that AIVO may modify the features and functionality of the Services during the subscription term. We reserve the right to modify our Sites at any time, with or without notice to you. For example, we may add or remove functionality or features, and we may suspend or stop a particular feature altogether. We also reserve the right to charge a fee for any of our features at any time. If you don’t like any changes, you can stop using our Sites or Services at any time. If you use any of the features, functionalities, channels, Sites or Services you accept to be charged and pay for that service.
AIVO shall provide You with commercially reasonable advance notice of any deprecation of any material feature or functionality.
The Services allow Clients to create, publish or upload information, links, photos, videos, or other materials (“Knowledge”), and share them with third parties.
Clients undertake not to create, upload or publish Knowledge that: (i) may result in a risk of damage, loss, physical injuries or mental distress, death, disability, disfigurement or physical or mental illness, to Clients or to any person or animal; (ii) may result in a risk of damage to any individual or property; (iii) is intended to damage or exploit minors exposing them to inappropriate Knowledge, requesting them to submit information, whether personal or otherwise; (iv) may constitute or contribute to any kind of crime, wrong or tort; (v) contains any information or Knowledge considered illegal, harmful, abusive, ethnically or racially offensive, defamatory, or information that intrudes on personal privacy, or that is harassing, or humiliating for other persons or slanderous, threatening or profane; (vi) contains any unlawful information or Knowledge (including but not limited to, the disclosure of confidential information by law or third parties ‘commercial information); (vii) contains any information or knowledge which Clients have no authority to disclose; or (viii) contains any information or Knowledge which Clients know is incorrect or out of date (ix) infringes any third parties’ rights, including without limitation, intellectual property rights or rights to privacy.
Clients shall retain ownership of the Knowledge; however, Clients authorize AIVO to use, copy, reproduce, process, adapt, amend, publish, transmit, edit, translate, show and distribute such Knowledge in connection with the provision of the Services or if in the opinion of AIVO, are required to adjust such Knowledge to any requirement or restriction of any network, device, service or means of communication.
Clients accept that AIVO may use the Knowledge as well as the questions and answers, interactions, and any contents owned by Clients, in order to improve its processes and algorithms and artificial intelligence.
AIVO shall have NO liability whatsoever if any Users or third parties copy, retransmit or disclose the Knowledge. Clients hereby recognize and accept that the publication of the Knowledge using the Services does not substitute registration with the relevant copyright authority or any other copyright entities.
AIVO reserves the right but shall in no manner be obliged, to decline and/or delete any Knowledge that, at its entire discretion, is deemed to infringe these provisions. Besides, it reserves the right to have access to, read, maintain, and disclose any information if it thinks it is reasonably required to (i) comply with any applicable law, regulation, legal proceeding or governmental request; (ii) enforce these Terms and Conditions, including the investigation of any alleged infringement thereof; (iii) detect, prevent, or in any manner address any issues related to fraud, safety or technical issues; (iv) answer to users requests for assistance; or (v) protect the rights, property or security of AIVO, its users and the general public.
All Knowledge included in the Services, whether public or transmitted by Users privately, is the exclusive responsibility of the creator of such Knowledge. AIVO does not endorse, support, represent or warrant the entirety, veracity, exactness or reliability of any Knowledge created, loaded to, or published in the Services and it does not support any opinion made through the use of the Services. AIVO has no capacity to supervise and/or control the Knowledge created, loaded to, or published with the use of the Services; thus, it cannot assume any liability in relation to such Knowledge or for any loss or damage whatsoever incurred as a result of the use of any Knowledge contained in the Platforms.
Therefore, if Clients use or rely on any Knowledge or materials created, loaded to or published with the use of the Services, it shall be under their exclusive liability. Clients hereby accept that they are solely responsible for the use of the Services, and for any Knowledge provided through them, and for the consequences thereof, including the use of their Knowledge by other Users and third parties. Client hereby represent and warrant to have all the rights, powers and authority required to grant the rights conferred under this document on any Knowledge delivered by the Client.
Client will comply with the technical requirements and specifications of the Service together with any other requirements and specifications AIVO may specify in writing from time to time, for example in respect of providing and improving other AIVO services which the Client may be interested in receiving. These technical specifications may include the following operations: (i) including software code, tags and cookies supplied by AIVO on Client’s websites and, if applicable, email newsletters; (ii) supplying AIVO with catalogue files of the Client’s products and/or services to be included in the Service; and (iii) supplying AIVO with the Client’s logos and other Client Content to be displayed in ads, banners or similar.
When Clients create their account (“Account”), Clients must provide accurate information to AIVO. The Account gives Clients access to the Services, features and functionalities of the Platforms, which may be, from time to time, modified at AIVO´s sole discretion; provided that such modifications do not alter the essence of the Services. AIVO may hold different types of accounts for different types of Clients. If Users connect to the Platforms through a third-party service, Users give permission to AIVO to have access to and use their information through the Service, and store Users data of admission to that service.
The Admin(s) of an Account are, severally and jointly, deemed as the authorized representatives of the Client, and any decision or action made by any Admin, is deemed as a decision or action of Client. An Admin may assign or add other members of the Account as Admins, which possess important privileges and controls over the use of the Service and the Account, including, without limitation: (i) control your (and other Users) use of the Account; (ii) purchase, upgrade or downgrade the Service; (ii) create, monitor or modify Users’ actions and permissions; (iii) manage the access to, control, remove, share posts or otherwise change, all or part of the Customer Data (as defined below); and (iv) integrate or disable integration with Third Party Services. You also acknowledge that your Account can become managed by a representative of the entity that owns or controls the email address domain with which your Account was created or registered.
Customer is solely liable and responsible for understanding the settings, privileges and controls for the Service and for controlling whom Client permits to become an admin and what are the settings and privileges for them. Client is responsible for the activities of all of its Admin(s), including transactions made through and how Customer Data is used, even if those Users are not from Client’s organization or domain or when given access to third parties through an API, token, or similar platforms or systems. Further, Customer acknowledges that any action taken by a User of Clients’s Account, is deemed by us as an authorized action by Client, hence Client shall have no claim in this regard and is solely responsible.
Client is solely and fully responsible for all activities that occur under it´s business. Client shall not assign or transfer any of Client's rights or delegate any of the Client's duties under Client's use of the Service, without the express prior written consent of AIVO. Client must notify AIVO immediately of any unauthorized use of its website and/or any of the services or any other breach of security.
AIVO trusts that the Client and/or User shall use the Services responsibly. Therefore, the Client and/or User undertake not to misuse the Services and hereby undertake not to:
(i) sell, perform any acts of disposition, lend, deliver, license, transfer or loan for use in whole or in part, or on a temporary or permanent basis, free of charge or for a valuable consideration, any of the Services to third parties, unless upon prior express written authorization of AIVO;
(ii) copy, modify, alter, adapt, make available, translate, port, reverse engineer, decompile, or disassemble any portion of the Platform and/or the Service in any way;
(iii) interfere with or disrupt the operation of the Platform and/or the Service, or the servers or networks that host the Platform and/or the Service or make the Platform and/or the Service available, or disobey any laws or regulations or requirements, procedures, policies, or regulations of such servers and/or networks;
(iv) interfere with or violate any other Clients and/or Users’ right to privacy or other rights, or harvest or collect data and information about other Client and/or User without their express consent, whether manually or with the use of any robot, spider, crawler, site search or retrieval application, or other manual or automatic device or process to retrieve, index and/or data-mine information;
(v) defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights of others, including Clients and/or Users, or include such unlawful, hateful, obscene, indecent, or otherwise illegal content in the ads, banners and/or content posted, transferred or uploaded by Client and/or User on or through the Platform and/or the Service;
(vi) impersonate any person or entity, including, but not limited to, any AIVO agent or representative, falsely state or otherwise misrepresent Client´s affiliation with any person or entity, or express or imply that AIVO endorses the Client, the Client's Application, Client's business or any statement Client make, or present false information about AIVO, the Platform and/or the Service or any other services or products User´s linked via Client´s website and/or other websites;
(vii) create, transfer or send unwanted or unsolicited commercial E-mail (spam) to other Clients, and/or Users or any third party using the Service;
(viii) transmit, distribute, display or otherwise make available through or in connection with the use of the Service and/or Platform any virus, worm, Trojan horse, time bomb, web bug, spyware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component;
(ix) create a database by systematically downloading and storing all or any of AIVO’s Intellectual Property, or any other generated content from the Platform and/or the Service;
(x) provide false, inaccurate or misleading information in any of the content provided, posted, transferred or uploaded by the User, or any User Generated Content and/or Third parties, on or through Client's website or other websites, Platform and/or the Service, or similar;
(xi) post, transfer or upload on or through the ads and/or banners any content which infringes any third-party Intellectual Property rights, including trademarks, copyright and patent rights, or other proprietary rights, or contain any unlawful material;
(xii) violate any law, statute, ordinance or regulation, including, but not limited to, those governing import/ export control, consumer protection, unfair competition, anti-discrimination or false advertising; or
(xiii) use the Service and/or Platform for any illegal, unlawful or unauthorized purpose. Interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies, or regulations of networks connected to the Service;
(xiv) Use the Service to harm minors in any way;
(xv) Violate, attempt to violate, or avoid any applicable ICANN regulation or policy;
Client's failure to comply with the provisions set forth herein may result in the removal as a Client or denial of access and/or use the Service as a Client, and may expose the Client to civil and/or criminal liability.
Without limiting any other remedies available to it, AIVO may, without prior notice, limit, suspend, or terminate its Service, and take technical and legal steps to deny Client´s access to its Account, use the Service, under its sole discretion.
For AIVO to be obliged to provide the Services to Clients, it is an essential condition that the service should be paid in due time and manner according to Services online subscription, agreement, contract or Service Order, wherever applicable according to client category and form of contracting. If Clients fail to comply with this condition, AIVO shall be entitled to cancel the Service and to require pecuniary compensation.
All information Client provides in connection with a purchase or transaction or other monetary transaction interaction with the Service must be accurate, complete, and current. Clients accept that the use the Service or any additional features or functionalities not envisaged in the initial subscription or contract, Service fees and charges will automatically be invoiced monthly as long as nothing to the contrary is agreed. Client agrees to pay all charges incurred for the use of the Service by wire transfer or credit card depending on the plan used, including current taxes or those hereafter imposed upon or required to be collected by AIVO, by any authority in connection with or arising from the Service and/or this Agreement, excluding taxes based upon AIVO’s net income.
Discounts and Promotions. Unless expressly stated otherwise in a separate legally binding agreement, if Client received a special discount or other promotional offer, Client acknowledges that upon renewal of its Subscription, AIVO will renew such Subscription, at the full applicable Subscription Fee at the time of renewal.
Payment through Partner.If Client purchased a Service from a Partner reseller or distributor authorized by AIVO (“Reseller”), then to the extent there is any conflict between these Terms and the agreement entered between Client and the respective Reseller, including any purchase order (“Partner Agreement”), then, as between Client and AIVO, these Terms shall prevail. Any rights granted to Client and/or any of the other Users in such Reseller Agreement which are not contained in these Terms, apply only in connection with the Partner. In that case, Client must seek redress or realization or enforcement of such rights solely with the Reseller and not AIVO. For clarity, Client's and its Users’ access to the Service is subject to our receipt from Partner of the payment of the applicable Fees paid by Client to Partner. Client hereby acknowledges that at any time, at our discretion, the billing of the Subscription Fees may be assigned to us, such that Client shall pay us directly the respective Subscription Fees.
Term. These Terms are in full force and effect, commencing upon the Effective Date, until the end of the Service underlying the Account, either paid or unpaid, unless terminated otherwise in accordance with these Terms.
Termination for Cause. Either Client or us may terminate the Service and these Terms, upon written notice, in case that (a) the other party is in material breach of these Terms and to the extent, curable, fails to cure such breach, within a reasonable cure period, which shall not be less than 30 days following a written notice from by the non-breaching party; or (b) ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 45 days.
Termination by Client. Client may terminate its Subscription to the Service by canceling the Service, whereby such termination shall not derogate from Client’s obligation to pay applicable Subscription Fees except where such termination is made within the Refund Period. Unless mutually agreed otherwise by Client and us in a written instrument, the effective date of such termination will take effect at the end of the then-current Subscription Term, and Client's obligation to pay the Subscription Fees throughout the end of such Subscription Term shall remain in full force and effect, and Client shall not be entitled to a refund for any pre-paid Subscription Fees.
Effect of Termination of Service. Upon termination or expiration of these Terms, Client’s Subscription and all rights granted to you hereunder shall terminate, and we may remove access to aivo platform. It is Client’s sole liability to export Data prior to such termination or expiration. Unless expressly indicated herein otherwise, the termination or expiration of these Terms shall not relieve Client from its obligation to pay due Subscription Fees.
Suspension.Without derogating from our termination rights above, we may decide to temporarily suspend the Account and/or a User Profile (including any access thereto) and/or our Service, in the following events: (i) we believe, at our sole discretion, that you or any third party, are using the Service in a manner that may impose a security risk, may cause harm to us or any third party, and/or may raise any liability for us or any third party; (ii) we believe, at our sole discretion, that you or any third party, are using the Service in breach of these Terms or applicable Law; (iii) Client’s payment obligations, in accordance with these Terms, are or are likely to become, overdue; or (iv) Client’s or any of its Users’ breach of the Acceptable Use clause. The afore-mentioned suspension rights are in addition to any remedies that may be available to us in accordance with these Terms and/or applicable Law.
All rights, title and interest on the Services (excluding Knowledge provided by the Users) are and shall remain as the exclusive property of AIVO. The Services are protected by copyright and trademark laws and other laws of the United States and abroad. Nothing contained in these Terms and Conditions shall grant the Client and/or User the right to use the name AgentBot and/or Live and/or Help and/or Voice and/or Engage and/or any of AIVO’s trademarks, logos, domain names and other distinctive features of the trademark.
AIVO logo and all other proprietary identifiers used by AIVO in connection with the Services and/ or Platforms (the “Coa<mpany Trademarks”), “AIVO”, “AgentBot”, “Live”, “Help” , “Voice”, “Engage” are all trademarks and/or trade names and/or service marks of AIVO, whether or not registered. All other trademarks, service marks, trade names and logos, which appear on the Site, Platform and/or Services, belong to their respective owners (the “Third Party Marks”). No right, license, or interest to the Company Trademarks is granted hereunder, and Client agrees that no such right, license, or interest shall be proclaimed by Client with respect to the Company Trademarks or third-party Marks.
Software used to provide the Services as a whole, as well as each of their constituents, updates, source codes, new versions, processes, images, animations, modules, video, audio, texts, and algorithms or sub-programs added thereto, and printed materials or material in electronic or digital form added to them, and any copy thereof, are the intellectual property of AIVO and AIVO retains all its rights, the use of which is permitted to the Client within the limits set forth in these Terms and Conditions. Such rights are protected by national and international laws and provisions and by international copyright laws, treaties, and intellectual property rights. Client undertakes not to remove or delete copyright notices, trademarks, and trade names and in general, any notice contained in the documents related thereto.
The remarks, opinions, suggestions or comments that may be given by Clients in relation to the Services, shall be for information purposes only. AIVO may use these remarks, opinions, comments or suggestions as it deems appropriate, but this shall not create any obligation to the Client.
Client hereby acknowledge and accept that AIVO may include Client´s name in AIVO’s public list of clients, for which purpose, it may identify the Client by the use of its trademark, logo and/or trade name.
Security. AIVO implements reasonable security measures and procedures to assist in protecting your Data. You can learn more on our security measures and procedures on our Security Page, as updated from time to time.
Anonymous Information. Notwithstanding any other provision of these Terms, we may collect, use and publish Anonymous Information (defined below) relating to your use of the Service and/or Sites, and disclose it for the purpose of providing, improving and publicizing our products and services, including the Sites and Service, and for other business purposes. “Anonymous Information” means information which does not enable identification of an individual, such as aggregated and analytics information. AIVO owns all Anonymous Information collected or obtained by aivo.co.
Client acknowledges and accepts it may include codes and tags on its email newsletters and websites. Any data received by AIVO via said tags will be used for performing the Services, and/or providing and improving any other AIVO products or services which Client may be interested in receiving from time to time. AIVO will collect and use such data in accordance as described in cookies policy.
We may offer, from time to time, part or all of our Services on a free, no-obligation trial version, plan or program (“Trial Service”). The term and/or scope of the Trial Service shall be as communicated to you, within the Service or Aivo`s web, in an service order, unless terminated earlier by either Client or AIVO, for any reason or for no reason. We reserve the right to modify, cancel and/or limit this Trial Service at any time and without liability or explanation to you. In respect of a Trial Service that is a trial version of the Subscription Plan or sessions, upon termination of the Trial, we may change the subscription plan, fee and charges at any time without any prior written notice.
Pre-Released Services. Note that we may also offer, from time to time, certain Services in an Alpha or Beta versions (the “Pre-Released Services”) and we use best endeavors to identify such Pre-Released Services as such. Pre-Released Services are Services that are still under development, and as such they may be inoperable or incomplete, and may contain bugs, suffer disruptions and/or not operate as intended and designated, more than usual.
Governing Terms of Trial Service and Pre-Released Services. The Trial Service and Pre-Released Services are governed by these Terms, provided that notwithstanding anything in these Terms or elsewhere to the contrary, in respect of Trial Service and Pre-Released Services (i) such services are licensed hereunder on as “As-Is”, “With All Faults” “As Available” basis, with no warranties, express or implied, of any kind; (ii) the indemnity undertaking by us set forth in Section 14 herein shall not apply; and (iii) IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF AIVO, ITS AFFILIATES OR ITS THIRD PARTY SERVICE PROVIDERS, UNDER, OR OTHERWISE IN CONNECTION WITH, THESE TERMS (INCLUDING THE SITES, THE SERVICE AND THE THIRD PARTY SERVICES), WILL BE LIMITED TO THE AMOUNT YOU ACTUALLY PAY US UNDER THIS AGREEMENT FOR THE SERVICES THAT GAVE RISE TO THE CLAIM DURING THE 6 MONTHS PRECEDING THE CLAIM. We make no promises that any Trial Service and/or Pre-Released Services will be made available to you and/or generally available.
The Services may contain links to, or use third party websites and services, including but not limited to links to third party websites which host Client, advertisers, services, channels, special offers or other events or activities, which are neither owned nor controlled by AIVO. Whether such links have been suggested by AIVO, or added by Client . The Service enables you to engage and procure certain third party services, products, apps and tools in connection with the Service, including, without limitation, third party applications and widgets offered via our integrations offering or which you decide to connect through our API, as part of the Service (collectively, “Third Party Services”).
Independent Relationship.You acknowledge and agree that regardless of the manner in which such Third Party Services may be offered to you, we merely act as an intermediary platform between you and such Third Party Services, and we do not, in any way, endorse any such Third Party Services, or shall be in any way responsible or liable with respect to any such Third Party Services. Your relationship with such Third Party Services and any terms governing your payment for, and use of, such Third Party Services, including without limitation, the collection, processing and use of your data by such Third Party Services, are subject to a separate contractual arrangement or terms and conditions between you and the provider of a Third Party Service (the “Third Party Agreement”). We are not a party to, or responsible, in any manner, for the compliance by you or by the provider of the Third Party Service with the Third Party Agreement and/or obligation.
Payment for Third Party Services. Third Party Services may be offered free of charge or for a certain fee, either charged directly by the Third Party Service or by AIVO. Wherever the Third Party Service requires a payment, it shall be indicated next to the offering of the Third Party Service, unless such price is included within the Subscription Plan (as defined below) for the Service. Whenever AIVO charges Customer on behalf of the Third Party Services, then Customer acknowledges that AIVO serves only as an intermediary role in facilitating or collecting the applicable fees and taxes from Customer, for the Third Party Service, thus all payment related issues, including the payment of fees, renewal and refund policy, are governed by the Third Party Agreement or Terms and Conditions.
Change of Fees. Client acknowledges that AIVO and any Third Party Service, may change the fees for the Third Party Service from time to time, including imposing a new charge on a Third Party Service that was provided for free.
Discontinuation of a Third Party Service. Each of AIVO and the Third Party Service reserves the right to discontinue the use or suspend the availability of any Third Party Service, for any reason and with no obligation to provide any explanation or notice. Such discontinuation may result in the inability to utilize certain features and actions of the Third Party Service along with our Service.
Limitations of Liability.AIVO BEARS NO RESPONSIBILITY AND/OR LIABILITY FOR ANY LINKS OR THIRD PARTY SERVICES, INCLUDING WITHOUT LIMITATION, SUCH THIRD PARTY SERVICE’S OPERABILITY OR INTEROPERABILITY WITH OUR SERVICE, SECURITY, ACCURACY, RELIABILITY, DATA PROTECTION AND PROCESSING PRACTICES AND THE QUALITY OF ITS OFFERINGS, AS WELL AS ANY ACTS OR OMMISSIONS BY THIRD PARTIES. BY ACCESSING AND/OR USING THE THIRD PARTY SERVICES, YOU ACKNOWLEDGE THAT YOUR ACCESS AND USE OF THE THIRD PARTY SERVICES ARE AT YOUR SOLE DISCRETION AND RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE INFLICTED AND FOR ENSURING SUCH THIRD PARTY SERVICE’S OPERATION AND PRACTICES AND ITS RESPECTIVE THIRD PARTY AGREEMENT, MEET YOUR NEEDS.
Third Party Components within Our Service. Our Service may include third party codes and libraries that are subject to third party open source license terms (the “Open Source Code” and the “Open Source Terms”, respectively). Some of such Open Source Terms determine that to the extent applicable to the respective Open Source Code licensed thereunder, such terms prevail over any conflicting license terms, including these Terms. We use our best endeavors to identify such Open Source Code, within our Service, hence we encourage Customer to familiarize itself with such Open Source Terms. Note that we use best efforts to use only Open Source Codes that does not impose any obligation or affect the Customer Data or related intellectual property (beyond what is stated in the Open Source Terms and herein), on an ordinary use of our Service that does not involve any modification, distribution or independent use of such Open Source Code. Notwithstanding anything to the contrary, we make no warranty or indemnity hereunder with respect to any Open Source Codes.
AIVO hereby agrees to defend Customer, its affiliates, officers, directors, and employees, in and against any third party claim or demand against Customer, alleging that Customer’s authorized use of the Service infringes or constitutes misappropriation of any third party’s copyright, trademark or registered US patent (the “IP Claim”), and we will indemnify Customer and hold Customer harmless against any damages and costs finally awarded on such IP Claim by a court of competent jurisdiction or agreed to via settlement we agreed upon, including reasonable attorneys’ fees.
AIVO`S indemnity obligations under this Section shall not apply if: (i) the Service (or any portion thereof) was modified by Customer or any of its Users or any third party, but solely to the extent the IP Claim would have been avoided by not doing such modification; (ii) if the Service is used in combination with any other service, device, software or products, including, without limitation, Third Party Services, but solely to the extent that such IP Claim would have been avoided without such combination; and/or (iii) any IP Claim arising or related to, the Customer Data or to any events giving rise to Customer’s indemnity obligations under Section above. Without derogating from the foregoing defense and indemnification obligation, if AIVO believes that the Service, or any part thereof, may so infringe, then AIVO may in its sole discretion: (a) obtain (at no additional cost to you) the right to continue to use the Service; (b) replace or modify the allegedly infringing part of the Service so that it becomes non-infringing while giving substantially equivalent performance; or (c) if AIVO determines that the foregoing remedies are not reasonably available, then AIVO may require that use of the (allegedly) infringing Service (or part thereof) shall cease and in such an event, Customer shall receive a prorated refund of any Subscription Fees paid for the unused portion of the Subscription Term. THIS SECTION STATES AIVO’S SOLE AND ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY, FOR ANY INTELLECTUAL PROPERTY INFRINGEMENT OR MISAPPROPRIATION BY AIVOAND/OR ITS SERVICE AND UNDERLYING TECHNOLOGY.
The use of the Service, is solely at Client's own risk. In no event shall AIVO be liable for any damages, including but not limited to, indirect, special, incidental or consequential damages of any kind, whether in action of the present Agreement, negligence or other tortious actions resulting from the use of the Service or inability to use the Service, regardless of whether AIVO or an authorized representative of AIVO has been advised of the possibility of such damages.
Clients hereby release and will not hold AIVO responsible for the actions or inactions of others, including any third-party and/or Users. Client acknowledges that the use of the Service, is used merely as a tool to allow Clients offer a Product(s) and knowledge, at any time, from anywhere. AIVO is not party, in any way, to any transaction or transfer of any right to, or legal ownership of Product(s) and/or content from Client. AIVO has no liability for, or control over and does not guarantee the quality, authenticity, safety or legality of the Product(s) and/or content listed and advertised on Client's website or other websites, or the truth or accuracy of the listings, and cannot ensure that a User will fulfill a transaction. Consequently, AIVO does not assume the responsibility of ensuring provisions of services and/or products from Clients to a User. Accordingly, to the extent legally permitted, AIVO excludes all implied warranties, terms and conditions. AIVO is not liable for any loss of money, goodwill, or reputation, or any special, indirect or consequential damages arising out of Client's use of the Service.
Client acknowledges and accepts the risk that third parties may generate impressions, or other actions affecting the charges for cybercrime and fraudulent or improper actions. AIVO shall have no responsibility or liability to Client´s connection with any third party click fraud or other improper actions that may occur.
Client hereby acknowledges and agrees that AIVO, the Platforms, and the Services offered by AIVO act merely as a Service and AIVO is NOT, in any case, directly or indirectly involved in any potential transaction between Client and User. AIVO does not impose any rule or restriction in connection with any business operation and does not act as a consultant or legal advisor regarding any transaction to either Client or User. AIVO shall not have any liability with regards to the terms set forth in any of the transactions between Client and User.
An individual or a business entity operating as a Client and the User who may be an individual or business entities to whom the Service is destined shall be exclusively responsible for setting all the commercial and legal terms and conditions which governs the relation between them, and AIVO shall have no liability of any kind for such relationship.
It is hereby acknowledged and agreed that AIVO shall not be liable and shall not bear any additional responsibility or expense due as a result of (i) any Client's breach of this Terms and Conditions; (ii) any agreement Client and User had reached, including commercial and legal standards set by Client governing and including without limitation any related services including but not limited, shipping, applicable law, custom clearance; or (iii) any loss or damage caused to any third-party, as a result of Client´s acts or omissions; (iv) Any inaccuracies, false and/or authenticity issues of the content and information provided and/or displayed in the Service based on Client´s content provided on its websites or other websites (v) any unauthorized use of Client's website or any other breach of security; (vi) any activity under Client's website conducted by others on Client's behalf and/or under Client's supervision, (vii) any activity performed by others using the User and Password, token and / or similar of the Client by virtue of having been provided and / or authorized by the Client, whether or not AIVO was notified of the possibility and/or existence of such a loss of damage
For the avoidance of doubt, nothing in this Agreement excludes or limits in advance either Parties liability for fraud, gross negligence, death or personal injury to the extent such exclusion or limitation would be unlawful.
NOTWITHSTANDING ANYTHING IN THESE TERMS OR ELSEWHERE TO THE CONTRARY AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:
IN NO EVENT SHALL EITHER PARTY HERETO AND ITS AFFILIATES, SUBCONTRACTORS, AGENTS AND VENDORS (INCLUDING, THE THIRD PARTY SERVICE PROVIDERS), BE LIABLE UNDER, OR OTHERWISE IN CONNECTION WITH THESE TERMS FOR (I) ANY INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES; (II) ANY LOSS OF PROFITS, COSTS, ANTICIPATED SAVINGS; (III) ANY LOSS OF, OR DAMAGE TO DATA, USE, BUSINESS, REPUTATION, REVENUE OR GOODWILL; AND/OR (IV) THE FAILURE OF SECURITY MEASURES AND PROTECTIONS, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
EXCEPT FOR THE INDEMNITY OBLIGATIONS OF EITHER PARTY UNDER SECTION 14 (INDEMNIFICATION) HEREIN, YOUR PAYMENT OBLIGATIONS HEREUNDER OR BREACH OF OUR ACCEPTABLE USE POLICY BY EITHER YOU OR IN CASE OF A CUSTOMER, ANY OF THE USERS UNDERLYING ITS ACCOUNT, IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY, ITS AFFILIATES, SUBCONTRACTORS, AGENTS AND VENDORS (INCLUDING, THE ITS THIRD-PARTY SERVICE PROVIDERS), UNDER, OR OTHERWISE IN CONNECTION WITH, THESE TERMS (INCLUDING THE SITES AND THE SERVICE), EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOU (IF ANY) DURING THE 12 CONSECUTIVE MONTHS PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT
Services are provided under the conditions set forth in these Terms and Conditions and as they are currently offered. The use of the Services is at Clients own risk. Services are offered without any warranty whatsoever either express or implied, including but not limited to, marketing warranty, warranty of skill for a specific purpose or warranty of no offense. AIVO do not warrant that: (i) services shall be available at any time or in any place; (ii) services shall be uninterrupted or safe; (iii) any defect or mistake shall be remedied; (iv) the Services are free from viruses or other harmful components.
Under no circumstances AIVO, its affiliates, agents, directors, employees or suppliers shall be liable for direct, indirect, incidental, special or punitive damages, including without limitation, business interruption, loss of profit, or other intangible losses resulting from the use or inability to use the Services. Under no circumstances, AIVO shall be held liable for damages and/or loss resulting from hacking, alteration or unauthorized access to Clients account or for other use of the Services or Clients account and the information therein contained.
Under no circumstances AIVO shall be held liable for: (I) anything attributable to Clients and /or (ii) the use given by Clients to the Services and/or; (iii) errors or ambiguities in the Knowledge; (iv) direct or indirect damages that may be inflicted by Clients upon third parties; (v) injuries or damages to personal property of any kind whatsoever, as a result of Clients access or use of the Services of AIVO; (vi) unauthorized access or use of the servers of AIVO and/or any personal information kept therein; (vii) any interruption or discontinuation of transmission from the Services; (viii) any errors, viruses, Trojans or the like which may be transmitted through the use of the Services by a third party; (ix) damages and/or direct or indirect consequences caused by the use of the User and Password by third parties authorized by the Client; (x) damages and/or direct or indirect consequences caused by the use of the Client's token in it`s interface; in the event that it is provided to third parties or is exposed and/or unprotected (xi) any error or omission in any Knowledge or any loss or damage incurred as a result of the use of any Knowledge published, sent by electronic mail, transmitted or in any manner made available through the use of the Services; and/or (xii) any Knowledge of any user or any third parties´ behavior that is defamatory, offensive or illegal; and/or (xiii) cases where the Services do not satisfy the user´s needs.
In no event AIVO, its agents, directors, employees, suppliers or licensors shall be held liable to Clients against any claim, procedure, duties, damages, losses or expenses, in an amount exceeding the amount paid by Clients for the services.
Any Knowledge unloaded or obtained through the use of the Services is unloaded at Clients own risk and Clients shall be solely liable for any damage to Clients IT system and/or mobile device or for the loss of data resulting from such unloading or from the use of any of the Services. AIVO does not warrant, and shall not be held liable for the products or services offered by third parties through any of its Services. AIVO shall not be a party to such transactions and shall not monitor any transaction made between Clients and third-party suppliers of products or services.
Given the features of the Services, AIVO may carry out routine maintenance tasks and/or improvements in the Services; on this account and on account of other unforeseen contingencies related to the Internet, Clients accept risks and failures or unavailability of third-parties´ servers and Clients hereby expressly waive claiming any liability in contract or in tort, or damages to AIVO for eventual failures, slow connectivity, or errors in the access and use of the Services for reasons not attributable to AIVO.
The Services have a high availability and auto scaling service infrastructure, which shall be available 99,9% of time. Notwithstanding the foregoing, (i) AIVO reserves the right to make scheduled interruptions of the Services, to be informed by AIVO by electronic mail or on the URL: http://sla.aivo.co or by any other means, at least twenty-four (24) hours in advance, in order to perform maintenance tasks, repairs and other tasks related to the provision of the Services. Likewise, (ii) AIVO may make unscheduled interruptions for security reasons or when, at its own discretion, has reasonable information that show there are emergency motives to do so.
Taking into account the provisions set forth in the preceding paragraph, AIVO informs that in case that the service level is less than:
The service level shall be published at http://sla.aivo.co
Clients shall give prompt notice to AIVO regarding any failures in the Services and AIVO shall inform Clients about the nature of the failure in the relevant Service and the expected time of repair. As regards the restitution of the Service, if required, Clients shall provide all the necessary and reasonable support. AIVO shall promptly inform Clients in case that the failure is not related to the Service. Once the failure is repaired, AIVO shall immediately inform Clients.
This limitation of liability applies both if the alleged liability is based on an agreement, damage, negligence, strict liability, or otherwise, even if AIVO has been warned of the feasibility of such damages.
CERTAIN STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF DIRECT OR INDIRECT DAMAGES; THEREFORE, IN SUCH CASES, THE FOREGOING LIMITATIONS OR EXCLUSIONS SHALL NOT APPLY TO THE USER. THIS AGREEMENT GRANTS SPECIFIC LEGAL RIGHTS AND CLIENTS MAY ALSO BE ENTITLED TO OTHER RIGHTS WHICH MAY VARY FROM STATE TO STATE. WAIVERS, EXCLUSIONS AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT SHALL NOT APPLY IF ESTABLISHED IN THE APPLICABLE LAW.
Client hereby undertake to protect as confidential and not to disclose to any third party any Confidential Information (as this term is defined below) received from AIVO, its related companies, or which is in any manner obtained by Clients in relation to, or with respect of the execution of the Agreement. For these purposes, “Confidential Information” means information not available to the general public and which is used, developed or obtained by AIVO and/or its related companies, including but not limited to, the following: (i) information, procedures and data obtained and/or developed by AIVO or its related companies (including those obtained prior to the execution of this Agreement) related to business or affairs of AIVO, or its related companies; (ii) products or services; (iii) costs and price structures; (iv) analysis; (v) business and accounting methods; (vi) software, including operating systems, programming requests and lists; (vii) organizational charts, manuals and documents; (viii) all production methods, processes, technology and trade secrets; and (ix) any other similar information in any manner related to them. Furthermore, Clients undertake to use the Confidential Information only as a way of fulfilling the obligations assumed under these Terms and Conditions. In order to keep the information in strict confidence, Clients undertake to take all the necessary and reasonable security measures, taking the same degree of care that Clients use to protect their own confidential information (but in no event, less than reasonable care as established in the applicable law). Clients shall take all and any technical and organizational measures required to guarantee the security and secrecy of Confidential Information, to avoid its adulteration, loss, consultation or unauthorized treatment, to detect any deliberate or non-deliberate unauthorized use of the Confidential Information, whether such risk result from human actions or from the technical device used.
AIVO reserves the right to amend these Terms and Conditions from time to time and it shall always publish the most recent version on its website. In case of amendments to these Conditions, which at AIVO´s discretion is deemed fundamental, AIVO shall give notice to Clients through an additional method (i.e., through electronic mail to the address associated to Clients account. Changes in these Terms and Conditions may be published on the Website or URL corresponding to the Terms and Conditions; therefore, Clients must check those sites on a regular basis. By continuing accessing or using the Services after such amendments become effective, Clients accept to be bound to the amended terms and conditions. If Clients do not agree with the new terms, Clients must discontinue the use of the Services immediately.
Governing Law; Jurisdiction.These Terms and any action related thereto will be governed and interpreted by and under the laws of the State of FLORIDA, USA. without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction.
Class Action Waiver.WHERE PERMITTED UNDER APPLICABLE LAW, YOU AND AIVO AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER PARTY ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both you and AIVO mutually agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding.
Arbitration. In the unlikely event that a claim or dispute arising between AIVO and Clients could not be resolved privately and friendly by the Parties, both Clients and AIVO hereby agree that any claim, dispute or controversy (excluding provisional remedies or equitable compensation requested by AIVO) arising as a result of or in connection with, or in relation to, these Terms and Conditions, or the breach or alleged breach thereon, (jointly, the “Claims”), shall be submitted to arbitration under the rules of the American Arbitration Association (“AAA”) in the City of Miami, Florida, pursuant to the rules of the AAA then effective, unless otherwise expressly stated in this Agreement. The award rendered by the arbitrator shall include arbitration costs, reasonable attorneys´ fees, and reasonable fees of experts and other witnesses. Nothing contained in this clause shall be deemed to prevent AIVO from requesting provisional remedies and/or seeking equitable compensation before the competent authorities, as necessary to protect any interests held by AIVO.
Translated Versions. These Terms were written in English, and translated into other languages for your convenience. If a translated (non-English) version of these Terms conflicts in any way with their English version, the provisions of the English version shall prevail.
Force Majeure. Neither us nor you will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, interruption or failure of the Internet or any utility service, failures in third-party hosting services, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.
Relationship of the Parties; No Third Party Beneficiaries. The parties are independent contractors. These Terms and the Service provided hereunder, do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third party beneficiaries to these Terms.
Notice.We shall use your contact details that we have in our records, in connection with providing you notices, subject to this section. You acknowledge notices that we provide you, in connection with these Terms and/or as otherwise related to the Service, shall be provided as follows: via the Service, including by posting on our Sites or posting in your account, text, in-app notification, e-mail, phone or first class, airmail, or overnight courier. You further acknowledge that an electronic notification satisfies any applicable legal notification requirements, including that such notification will be in writing. Any notice to you will be deemed given upon the earlier of: (i) receipt; or (ii) 24 hours of delivery.
Notices to us shall be provided to contact General Counsel at firstname.lastname@example.org
Assignment.These Terms, and any and all rights and obligations hereunder, may not be transferred or assigned by you without our written approval, provided that you may assign these Terms to your successor entity or person, resulting from a merger, acquisition, or sale of all or substantially all of your assets or voting rights, except for an assignment to a competitor of AIVO, and provided that you provide us with prompt written notice of such assignment and the respective assignee agrees, in writing, to assume all of your obligations under these Terms. We may assign our rights and/or obligations hereunder and/or transfer ownership rights and title in the Service to a third party without your consent or prior notice to you. Subject to the foregoing conditions, these Terms shall bind and inure to the benefit of the parties, their respective successors, and permitted assigns. Any assignment not authorized under this Section 22.5 shall be null and void.
Severability. These Terms shall be enforced to the fullest extent permitted under applicable Law. If any provision of these 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 these Terms will remain in effect.
No Waiver. No failure or delay by either party in exercising any right under these Terms will constitute a waiver of that right. No waiver under these Terms will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.
Entire Agreement. These Terms and all amendments and additional agreements that may be entered into with AIVO in respect of the Services shall constitute the entire agreement between Clients and AIVO. If any provision of these Terms is held to be invalid by a court of competent jurisdiction, it shall not in any way affect the validity of the remaining provisions contained in these Terms and Conditions, which shall remain in full force and effect.
These Terms and Conditions were last updated in April the 3rd, 2022