TERMS OF SERVICE
This Service is owned and operated by AppVivo an innovation by Vive Designs Company number 08359570 (hereinafter “Appvivo”, “we” or “us”).
Through this Service, subject to these Terms of Service, 1. Appvivo provides configuration tools, configuration services, Mobile App publication and maintenance services.
AppVivo may amend these Terms & Conditions at any time. The User will be individually notified of any amendments upon logging in to the Service. The new version of the Terms & Conditions will be available for viewing and downloading at the Website and/or through the Service. If the User continues to use the Service after the Terms & Conditions have been amended or supplemented, the User thereby irrevocably accepts the amended or supplemented Terms & Conditions. If the User does not agree with the amended or supplemented Terms & Conditions, the User’s exclusive remedy is to no longer use the Service and to terminate its Account.
You will be responsible for any damage caused by unauthorized access resulting from your failure to keep your password secure.
You shall not disclose to any third party any information provided to you by Appvivo which is marked “Confidential” or which, under the circumstances, should be understood to be confidential.
The Obligations set forth in this Section (“Confidentiality”) do not apply to information that (i) is in or enters the public domain without breach of this Agreement, (ii) the receiving party lawfully receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation, (iii) the receiving party knew prior to receiving such information from the disclosing party or develops independently without access or reference to the Confidential Information, (iv) is disclosed with the written approval of the disclosing party. Notwithstanding the Confidentiality Obligations set forth in this Section, each party may disclose Confidential Information of the other party as permitted by law (i) to the extent required by a court of competent jurisdiction or other governmental authority or otherwise as required by law but only after alerting the other party of such disclosure requirement and, prior to any such disclosure, allowing (where practicable to do so) the other party a reasonable period of time within which to seek a protective order against the proposed disclosure, or (ii) on a “need-to-know” basis under an obligation of confidentiality substantially similar in all material respects to those confidentiality obligations in this Section to its legal counsel, accountants, contractors, consultants, banks and other financing sources.
Appvivo may post the Mobile App to the Apple iTunes App Store, Android Market, the web, or any other agreed platform. The Mobile App shall not be transferred to third party developer accounts. Inasmuch as the Mobile App is owned by Appvivo, it may not be lawfully used outside of Appvivo Services. Any violation of the foregoing limitations may result in (without limitation) termination of Services and/or termination of this Agreement .You shall retain ownership of any and all logos, and all designs, text, graphics, images, information, data, sound files, selection and arrangement thereof (“Customer Materials”) provided by you for incorporation into the Mobile App or provided by you through data feeds to the Mobile App.
The User will retain all the rights, title and interest, if any, including the Intellectual Property Rights, to the Content and the App and/or Mobile App when finished and/or published. However, all the rights to the programming code, content management system and Service will remain to AppVivo.
Feedback–Any suggestions, ideas or feedback concerning the Service provided by you to Appvivo shall become the sole property of Appvivo. Appvivo shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and circulation thereof for any purpose, without acknowledgment or compensation to you.
Appvivo respects the intellectual property rights of others and expects users of the Services to do the same. We will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to us. If you believe that your copyrighted materials have been copied in a way that constitutes copyright infringement, please provide us with the following information: (i) a physical or electronic signature of the copyright owner or a person authorized to act on their behalf; (ii) identification of the copyrighted work claimed to have been infringed; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (iv) your contact information, including your address, telephone number, and an email address; (v) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
We reserve the right to remove content alleged to be infringing without prior notice and at our sole discretion. In appropriate circumstances, Appvivo will also terminate a user’s account if the user is determined to be a repeat infringer.
LIMITATIONS ON USE OF APPVIVO SERVICE:
Any use of the Service that violates this agreement is strictly prohibited and may result in your exclusion from the Service, and your Mobile App being removed from any network, store or server, and any other platform on which the Mobile App has been published. Unauthorized use may also violate applicable laws including without limitation copyright and trademark laws and applicable communications regulations and statutes. With respect to the Service, You will use the Appvivo API and any information obtained from the Service or a Appvivo Account solely for the purposes authorized by this agreement. You will not circumvent Appvivo’s intended limitations for any feature of the Service/Mobile App Interfaces as reflected in the Appvivo Documentation from time to time. You will not encourage or promote the use of the Appvivo Services in any manner or for any purpose that is not permitted under the Appvivo ToS. You will not use or attempt to use the Appvivo Service, Mobile App or any Service Data in any manner that is unfair, deceptive, or otherwise unlawful or harmful to Appvivo, any Appvivo Clients, or any third party. Unless explicitly stated herein, nothing in these Terms of Service shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise.
USE ONLY BY YOUR ORGANIZATION:
You may not transfer or assign your rights under this Agreement to any third party and any attempt to do so shall be void.
The Mobile App shall only be distributed to end users by Appvivo through the app networks, app stores, servers, and platforms selected by Appvivo, utilizing in every case a form of license acceptable to Appvivo. Violation of the provisions of this Section may result in deactivation of the Mobile App without refund.
All Content included in your data feeds must be viewable on your web site at such time as it is viewable using the Mobile App. You may not make the Mobile App available to another entity for inclusion of their Content and you may not rent, lease, or sell the Service to third parties or otherwise provide other entities with the ability to distribute their Content through the Mobile App unless it is branded as your Content. You agree not to resell, republish, duplicate, reproduce or exploit any part of the Service without Appvivo’s prior written permission.
DATA FEEDS; RESTRICTIONS ON CONTENT POSTED:
You shall be solely responsible for establishing, and maintaining a connection to the Internet, and providing the required data feeds to support proper function of the Mobile App. In providing Appvivo with Customer Materials, you grant Appvivo an irrevocable, perpetual, royalty-free, fully sub-licensable, fully paid up, worldwide license to use, copy, transmit, publicly perform, digitally perform, publicly display, and distribute them through Mobile Apps on any platform, network, store, server, in the Internet. This license is non-exclusive, except you agree that Appvivo shall have the exclusive right to combine Customer Materials with a Mobile App. You represent and warrant that you have all rights needed to authorize Appvivo to use, copy, transmit, publicly perform, digitally perform, publicly display and distribute the Content provided through such data feeds.
You may not use the Service in a prohibited manner or include in the data feed any Content that is prohibited. Appvivo reserves the right to investigate and take appropriate legal action in its sole discretion against anyone who violates this provision, including without limitation, removing the offending communication from the Content served through the Mobile App and terminating the violator’s Service without refund. We value integrity, truth, and respect for others, and we strive to avoid offending users with content, apps, or websites that are inappropriate for our network. For this reason, we don’t allow the publication or promotion of hatred; violence; racism; blasphemy; or sexual, religious, or political content or activity that violates or disparages traditional Christian scripture and values, or organizations with such views.
The following is prohibited:
Harassment or perceived harassment of another person.
Unsolicited mass mailings or “spam”.
Content determined by Appvivo to be illegal, or to violate any local, state or federal law or regulation or the rights of any person or entity.
Harmful, offensive and abusive language, including but not limited to: hate speech, expletives, harassment, obscenities, vulgarities, sexually explicit language or images, video or other content (e.g. nudity, bestiality, pornography).
Content that is inappropriate based on the subject matter.
Content that is encrypted or that contains viruses or any other computer programming routines that are intended to damage, interfere with, intercept or appropriate any system or information.
Content that violates intellectual property rights of any person.
You agree that you will only utilize Content that you believe to be true and you will not purposefully provide false or misleading information.
You further agree that you will not:
modify, adapt, translate, or reverse engineer any portion of the Service;
take any action that creates an unreasonably large load on our IT infrastructure;
use the Service to violate the security of any computer network, crack passwords or security encryption codes; transfer or store illegal material including that are deemed threatening or obscene;
create user accounts by automated means or under false or fraudulent pretenses;
collect information about other users for any improper purpose;
CONSENT TO RECEIVE EMAILS:
By using the Service, you consent to receive emails from Appvivo, which may include commercial emails. We will not use your information to send you news or product updates, unless you “opt in” to receiving such communications. In addition, you may “opt out” of receiving marketing or promotional email from Appvivo by following “unsubscribe” instructions or using “unsubscribe” links within communications we send. Please note, however, that as long as you maintain an account, you may not “opt out” of receiving service or account-related emails from Appvivo.
RIGHT TO UPGRADE SERVICE:
Appvivo reserves the right to upgrade and/or change the Service at any time without notice.
PAYMENT FOR SERVICES:
Your total configuration fee shall be as shown in the Statement of Work (if any), which incorporates all of the terms and conditions of the Terms of Service already agreed to by the parties. Upon your acceptance of the Statement of Work, you authorize Appvivo to bill your credit card for a deposit of the configuration amount and Appvivo shall begin configuring a Mobile App according to the specifications in the Statement of Work. When you authorize Appvivo to charge your credit card for the monthly service fees associated with the Service Plan selected by you, Appvivo will submit the Mobile App for publication on the platform you selected. Appvivo shall charge your credit card the agreed monthly fee each month in advance.
If the User opts for a monthly service, the user will be required to pay by direct debit Appvivo will require 3 months advanced payment which will be used to run off any cancellation request
You represent and warrant that all credit card, ACH, and or other payment and related information that you provide to Appvivo for such purposes shall be true and correct. In the event that Appvivo chooses to increase rates, it shall provide you with email notification of such increase at least thirty (30) days in advance and you may elect to terminate the Service prior to such increase becoming effective by contacting Appvivo by email. You must promptly inform Appvivo of any changes in your credit card information. All payments shall be made in GBP (Pounds). If Appvivo is required to pay any federal, state or local sales, use, property or value added taxes based on the services provided under this Agreement, the taxes shall be separately billed to you, unless you are able to provide proof of appropriate, qualifying tax exempt status. Appvivo shall not pay any interest or penalties incurred due to late payment or nonpayment of such taxes by you. Upon your failure to pay monthly fees, you authorize Appvivo to remove the Mobile App from any and all platforms on which the Mobile App has been published. After the first year of Service, you may terminate the Service at any time. Prepaid fees are non-refundable.
Cancellation and Termination
The User account may be terminated immediately, at the end of that period or the end of your Contract (whichever is sooner) following any of the following;
The User is responsible for cancelling their account formally; in writing (by email)
Cancellation sent by phone (verbal, SMS or any other form of SMS) will not be accepted
The User is responsible for ensuring any fees due to AppVivo or any Third party in connection with the running of the application is paid within 7 days of demanding same, failure to do so may result in your account being suspended or cancelled. AppVivo may send reminders following demand of payment but is not obliged to so
All content will be deleted from the Service following cancellation. This cannot be recovered once the account has been deleted. The User is responsible for retaining all such content previously uploaded on the service
If formal cancellation is received before the end of the month or the end of your contracted period, unless a notice period is specified the service will be terminated immediately
AppVivo reserves the right to cancel, terminate or delete your application if the User violates any of these Terms of Business or Service
AppVivo reserves the right to refuse service to anyone at any time without justification
NON-SOLICITATION AND NON-COMPETITION:
During the term of this Agreement and for a period of two years from the date your account expires or is terminated, you will not solicit those vendors or customers of Appvivo that you learned of or with whom you developed relationships as a result of your relationship with Appvivo nor will you divert or attempt to divert from the Appvivo any business Appvivo enjoyed or solicited from such customers and to the extent that you gained valuable confidential information from Appvivo, you shall not enter into competition with Appvivo .
NONINTERFERENCE WITH APPVIVO EMPLOYEES:
During the time that your account is active and for two (2) years following, you agree that you will not:
induce, or attempt to induce, any Appvivo employee to quit Appvivo’s employ,
recruit or hire away any Appvivo employee, or
hire or engage any Appvivo employee or former employee whose employment with Appvivo ended less than one year before the date of such hiring or engagement.
Appvivo does not guarantee acceptance of Mobile Apps or data by Apple, Inc. or gatekeepers of other platforms, networks, stores or servers. If the app is rejected by them for code defects, Appvivo will correct them and re-submit them as soon as reasonably possible. If the app is rejected for any other reasons (content, feeds, branding, etc.), Appvivo will use the allocated consulting hours to work with you to fix and resubmit the app. This warranty to you shall be null and void if you are in default under this Agreement.
Closing your account shall not relieve you of the obligations and/or restrictions stated herein.
DISCLAIMER OF WARRANTIES:
EXCEPT AS STATED ABOVE, THE SITE, THE SERVICE MATERIALS AND THE SERVICE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. EXCEPT AS ABOVE, APPVIVO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE. APPVIVO DOES NOT REPRESENT OR WARRANT THAT SERVICE MATERIALS, INCLUDING THE INFORMATION AVAILABLE IN OR ON THE SITE, OR THE SERVICE ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. APPVIVO DOES NOT REPRESENT OR WARRANT THAT THE SERVICE, SITE OR ITS SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
LIMITATION OF LIABILITY:
IN NO EVENT SHALL APPVIVO OR ANY OF ITS CORPORATE AFFILIATES, INDEPENDENT CONTRACTORS, SERVICE PROVIDERS OR CONSULTANTS, OR ANY OF THEIR RESPECTIVE DIRECTORS, EMPLOYEES AND AGENTS, BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY RELATED TO OR CONNECTED WITH THE SERVICE, THE CONTENT OR THE SERVICE MATERIALS CONTAINED IN OR ACCESSED THROUGH THE SITE OR SERVICE, INCLUDING WITHOUT LIMITATION ANY DAMAGES, LOSS OR INJURY CAUSED BY OR RESULTING FROM RELIANCE ON ANY INFORMATION OBTAINED FROM APPVIVO OR THE SERVICE, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO APPVIVO’S RECORDS, PROGRAMS OR SERVICES. THE AGGREGATE LIABILITY OF APPVIVO, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING IN ANY MANNER TO THE USE OF THE SERVICE, SITE OR THE SERVICE MATERIALS, SHALL NOT EXCEED ANY COMPENSATION YOU PAY, IF ANY, TO APPVIVO.
You agree to indemnify, defend and hold Appvivo, its subsidiaries, affiliated companies and their respective shareholders, directors, officers, employees, agents, attorneys, successors and/or assigns, (the “Indemnified Parties”) harmless from and to reimburse the Indemnified Parties for any claims, cost, expenses, losses, demands, damages, legal fees and costs, penalties, and/or liabilities of any kind or nature, resulting from or relating in any way to your use of our Service. You further agree to indemnify, hold harmless and defend Appvivo against any claims asserted or threatened against Appvivo by your end users related to or arising in any way out of your breach of warranties or representations, services, operation of your organization, use of our Service, or failure to provide services. We may defend any such claim, at our option, and you must pay our attorney fees and costs. This indemnity will continue in full force after expiration or termination of this Agreement.
If any provision of these Terms of Service shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Service and shall not affect the validity and enforceability of any remaining provisions. If there is any overlap or similarities with other previous agreements between you and Appvivo, these Terms of Service shall supersede those other agreements.
One or more patents owned by, or patent applications submitted, by Appvivo may apply to this Service and to the features or services accessible via the Service.
ACCREDITATION AND PROMOTION:
The Launch screen of the Mobile App shall bear a copyright notice and the branding of Appvivo in the form, size and location chosen by Appvivo in its discretion. The Software’s graphical user interface shall display copyright information and the credit “Designed + Developed by Appvivo” or similar credit in the form, size and location chosen by Appvivo in its discretion. Appvivo retains the right to reproduce, publish and display static screen shots, motion demos, and other representations of the Mobile App with your name and logo in Appvivo-owned and affiliated portfolios and websites, and in galleries, design periodicals and other media or exhibits for purposes of publicity. In the app stores and marketplaces, keywords “Appvivo” and/or “ViveDesigns/AppVivo” must be included. Also credit must be mentioned in the app description. In all other places where Mobile App is marketed or distributed, you shall add the following statement “designed and built by Appvivo. Copyright © 2009-2016 Appvivo” or similar credit in the form, size and location chosen by Appvivo in its discretion, and include a link to the Site if the statement is made in electronic format.