By accessing or using Jivi’s services (as defined below), you acknowledge that you, on your own behalf as an individual and on behalf of your employer or another legal entity (collectively “you” or “your”), have read and understood and agree to comply with the Terms of Use ("Terms") below. If you do not agree to these Terms, do not use our services.

 

1. Description of the Service
   Jivi offers an AI-based sales coaching platform used to train sales teams and is made available to you on a software-as-a-service (SaaS) basis which includes (i) a web portal on our website (“Site”); (ii) a meeting assistant to record, transcribe, summarize, analyze and share various conversations conducted on a computer (for example through a video conference solution like Zoom); and (iii) the content, text, documents, descriptions, products, graphics, photos, sounds, videos, interactive features, and the trademarks, service marks and logos (“Marks”), contained in or made available through the Service.
    

2. Subscription to the Service
   Subject to your compliance with these Terms, and payment of applicable fees, Jivi hereby grants you, and you accept, a non-exclusive, non-transferable, non-sublicensable, and fully revocable right to access and use the Service during the Term (as defined below) for your internal purposes only. If you are an organization purchasing the Service for use by end users, your subscription to the Service is limited to the number of your employees and other end users (if applicable) as designated in the Order Form (“End Users”). By using our Service you hereby acknowledge and agree that you may be recorded (voice and audio) and such records may be stored in our servers or third party services, including for example cloud providers, that we control, own, operate or with whom we have a contractual relationship, and if applicable, sent to and/or access by your manager or any other supervisor. In addition, as an organization, you hereby represent that you obtained all the required consents from your End Users for such activity. You hereby acknowledge and agree that Jivi may: (i) compile statistical and other information related to the performance, operation and use of the Service; (ii) use data from the Service in an anonymized aggregated form to create statistical analyses, and for research and development purposes (collectively the “Usage Data”). Such Usage Data does not contain or constitute personal data, and you hereby agrees that Jivi may make Usage Data available in a form that does not identify you or any individual; and (iii) ask the End Users to complete a review and/or survey with respect to the Service, such request may be sent by Company’s third party service provider. You hereby agree and undertake that you will be responsible for obtaining your End Users consent (in accordance with the applicable law) to file such review and/or survey. “Order Form” means Jivi’s then current order form that you entered into with Jivi while registering for the Service. Any references herein to End Users shall only apply to the extent applicable.
    

3. Account Registration
   In order to use the Service, you must register for an account (“Account”) to access certain features of our service. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete. You must not allow anyone other than yourself or, if applicable, a permitted End User to access and use your Account (each End User shall have its own sub-Account). You acknowledge and agree (i) not to exceed the aggregate number of authorized End Users designated in the Order Form unless you first notify us in writing and pay Jivi the required additional subscription fees; (ii) to provide accurate and complete Account and login information; (iii) to keep, and ensure that End Users keep, all Account and their Sub-Account login details and passwords secure at all times; (iv) to remain solely responsible and liable for the activity that occurs in connection with your Account or by your End Users under this Agreement, (v) that the login details for each End User may only be used by that End User, and that multiple people may not share the same login details; and (vi) to promptly notify Jivi in writing if you become aware of any unauthorized access or use of your Account, if applicable any sub-Account, or the Service. You may cancel your Account at any time by sending a cancellation request to us at support@getjivi.com in which case we will use commercially reasonable efforts to respond within a reasonable time.
    

4. Restrictions on Use
   You must not, and shall not allow a permitted End User or any third party to: (i) give, sell, rent, lease, timeshare, sublicense, disclose, publish, assign, market, transfer or distribute any portion of the Service to any third party, including, but not limited to your affiliates (if applicable), or use the Service in any service bureau arrangement; (ii) circumvent, disable or otherwise interfere with security-related features of the Service or features that prevent or restrict use or copying of any content or that enforce limitations on use of the Service; (iii) reverse engineer, decompile or disassemble the Service or any components thereof; (iv) modify, translate, patch, alter, change or create any derivative works of the Service, or any part thereof; (v) use any robot, spider, scraper, or other automated means to access the Service for any purpose; (vi) take any action that imposes or may impose (at Jivi's sole discretion) an unreasonable or disproportionately large load on the Jivi infrastructure; (vii) interfere or attempt to interfere with the integrity or proper working of the Service, or any related activities; (viii) remove, deface, obscure, or alter Jivi's or any third party's copyright notices, trademarks, or other proprietary rights affixed to or provided as part of the Service, or use or display logos of the Service differing from Jivi's own without Jivi's prior written approval; (ix) use the Service to develop a competing service or product; (x) use the Service to send unsolicited or unauthorized commercial communications; and/or (xi) use the Service for any illegal or unauthorized purpose, including but not limited to harassment, defamation, privacy invasion, or in any unlawful manner or in breach of these Terms. To the extent applicable, you agree to remain liable to Jivi for any act or omission of an End User that would constitute a breach of these Terms if such acts or omissions were by you.
    

5. Privacy Policy
   You acknowledge and agree that your use of the Service, including, without limitation, any information transmitted to or stored by Jivi, is governed by the Jivi Privacy Policy at (“Privacy Policy”). By using our services, you consent to such processing and you warrant that all data provided by you is accurate.
    

6. Consent and Authorization
   Before using Jivi's platform and it's services, including the AI meeting assistant, you must obtain explicit consent from all participants in the call to record and analyze the conversation. It is your responsibility to ensure such consent is obtained in compliance with applicable laws.
    

7. Compliance with Laws
   You are responsible for ensuring that your use of Jivi complies with all applicable laws and regulations, including but not limited to privacy laws and regulations governing the recording of communications.
    

8. Intellectual Property
   Title and full, exclusive ownership rights of the Service (and all parts thereof), and all reproductions, corrections, modifications, enhancements and improvements, and all related patent rights, copyrights, trade secrets, trademarks, service marks, related goodwill, including data related to your usage thereof, and Jivi's intellectual property, and any rights therein not explicitly granted to you hereunder, are reserved to and shall remain solely and exclusively proprietary of Jivi (or its third party licensors). "Jivi", the Jivi Logo, and other marks are Marks of Jivi or its affiliates.
    

9. These Terms shall become effective on the earlier of: (i) the date that you commence access to or use of the Service; or (ii) the date that we receive payment of any applicable Service subscription fee, and shall continue until expiration of the subscription period. Thereafter, subject to your payment of any applicable Service subscription fees, these Terms shall automatically renew for successive subscription periods (each a "Renewal Term", and together with the Initial Term, the "Term"), or until these Terms are terminated in accordance with the section herein entitled 'Termination'. If you continue to use the Service past any subscription period renewal date, you shall be deemed to have renewed these Terms for the corresponding Renewal Term.
    

10. Free Trial Period
    We may offer a free, no-obligations trial period of the Service (“Trial Period”). The Trial Period, if any, shall commence on the date that you commence access or use of, as applicable, the Service and will conclude at the end of the trial period displayed on the Site, or sooner if: (i) you upgrade your Account by beginning to pay the applicable fees for the Service; or (ii) your use of the Service is terminated in accordance with these Terms. You acknowledge and agree that these Terms are applicable and binding upon you during the Trial Period and that Jivi: (a) does not make any commitments in connection with the Service during the Trial Period; and (b) may send you, subject to your opting out, communications and other notices about the Service to your email address. We reserve the right to modify, cancel and/or limit this Trial Period offer at any time.
     

11. Fees
    Your access to and use of the Service is subject to up-front payment in full of the subscription fees set forth in Site and\or the Order Form, as applicable. You acknowledge that the subscription fee during any Renewal Term will, unless set forth in the Site and\or the Order Form (as applicable), be determined by Jivi's then-current subscription fees. Unless otherwise stated, all fees stated, and shall be paid, in US Dollars, are non-refundable and are exclusive of all taxes, levies, or duties, which are your responsibility. The payment methods are as set forth in the Site and\or the Order Form, as applicable.
     

12. Warranty Disclaimer
    The Service is provided on an "as is" and "as available" basis, and without warranties of any kind either express or implied. You assume all responsibility for the selection of the Service to achieve your intended results. JIVI HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. JIVI DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. JIVI DOES NOT OFFER A WARRANTY OR MAKE ANY REPRESENTATION REGARDING ANY CONTENT, INFORMATION, OR RESULTS THAT YOU OBTAIN THROUGH THE SERVICE. YOUR USE OF AND RELIANCE UPON THE SERVICE CONTENT AND YOUR DATA AND ANY MARKETPLACE MATERIALS IS ENTIRELY AT YOUR SOLE DISCRETION AND RISK, AND JIVI SHALL HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER TO YOU IN CONNECTION WITH ANY OF THE FOREGOING. YOU AGREE THAT WE WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES THAT MAY RESULT FROM TECHNICAL PROBLEMS INCLUDING WITHOUT LIMITATION IN CONNECTION WITH THE INTERNET (SUCH AS SLOW CONNECTIONS, TRAFFIC CONGESTION OR OVERLOAD OF OUR OR OTHER SERVERS) OR ANY TELECOMMUNICATIONS OR INTERNET PROVIDERS. Applicable law may not allow the exclusion of certain warranties, so to that extent such exclusions may not apply.
     

13. Termination
    In the event that you violate any of the terms outlined in this agreement, we reserve the right to terminate or suspend your access to our service without any prior notice or liability. This termination may occur for any reason deemed appropriate by us, and you will be held accountable for any breaches of our terms.
     

14. Effect of Termination
    Upon termination of these Terms, you will lose all access to the Service and to any data that we may be storing on your behalf. It is your responsibility to download your data prior to canceling your Account or any termination of these Terms. Notwithstanding the foregoing, for a period of 30 days from the effective date of termination of these Terms we will provide you, upon your written request, with a reasonable opportunity to download your data at a time nominated by us. We reserve the right to permanently delete from our (or our third party service provider’s) servers any data that may be contained in your Account at any time following said 30 day period. We do not accept any liability for any termination of the Service or data that is deleted in connection thereto.
     

15. Limitation of Liability
    TO THE FULLEST EXTENT PERMISSIBLE BY LAW, JIVI SHALL NOT BE LIABLE FOR ANY INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, PUNITIVE OR INCIDENTAL DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION LOST PROFITS OR REVENUE, DATA, OR OTHER INTANGIBLE LOSSES) ARISING OUT OF THESE TERMS OR IN CONNECTION WITH THE USE OF OR INABILITY TO ACCESS OR USE THE SERVICE, EVEN IF JIVI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF JIVI FOR ANY DAMAGES UNDER THESE TERMS OR IN CONNECTION WITH THE USE OF OR THE INABILITY TO USE THE SERVICE EXCEED THE TOTAL AMOUNT OF SUBSCRIPTION FEES PAID BY YOU FOR THE SERVICE DURING THE 6 MONTHS PRIOR TO BRINGING THE CLAIM.
     

16. You agree to defend, indemnify and hold harmless Jivi and our affiliates and our respective officers, directors, agents, consultants and employees from any third party claims, damages, liabilities, costs, and expenses (including reasonable attorney's fees) arising from: (i) your use of the Service; and/or (ii) your breach of these Terms.
     

17. We reserve the right to access, store, read, preserve, and disclose any information that we obtain in connection with the Service as we reasonably believe necessary to: (i) satisfy any applicable law, regulation, legal process, subpoena or governmental request; (ii) enforce these Terms, including to investigate potential violations hereof; (iii) detect, prevent or otherwise address fraud, security or technical issues; (iv) respond to your support requests; and/or (v) protect the rights, property or safety of Jivi, its users or the public.
     

18. These Terms, and any rights granted hereunder, may not be transferred or assigned by you but may be assigned by Jivi without restriction.
     

19. Changes to Terms
    We reserve the right, at our sole discretion, to modify or replace these Terms at any time. Such change will be effective 10 days following our sending a notice thereof to you or posting the revised Terms on the Site, and your continued use of the Service thereafter means that you accept those changes.
     

20. These Terms, the Order Form (if applicable) and the Privacy Policy, represent the complete agreement concerning the Service between you and Jivi and supersede all prior agreements and representations related to the subject matter hereof. To the extent of any inconsistency or conflict between these Terms and an Order Form, these Terms shall prevail. Section headings are provided for convenience only and have no substantive effect on construction. Except for your obligation to pay Jivi, neither party shall be liable for any failure to perform due to causes beyond its reasonable control. Nothing herein shall be construed to create any employment relationship, partnership, joint venture or agency relationship or to authorize any party to enter into any commitment or agreement binding on the other party. If any provision of these Terms is held to be unenforceable, these Terms shall be construed without such provision. The failure by a party to exercise any right hereunder shall not operate as a waiver of such party’s right to exercise such right or any other right in the future.
     

21. Contact Us
    If you have any questions about these Terms, please contact us at support@getjivi.com