THESE TERMS OF USE CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND VIVOVII.  PLEASE READ IT CAREFULLY BEFORE USING THE VIVOVII DIGITAL PLATFORM ON WHICH IT IS POSTED. 

Last Updated:  March 16, 2020

This terms of use (“Terms of Use”) is an agreement between vivovii Technology (Canada) Inc. (“vivovii”, “we”, “us” and “our”) and users or visitors (“you”) to the vivovii digital platform on which it is posted, including without limitation the vivovii website, mobile applications, content delivery system and all features and functions contained therein (collectively or individually, the “Digital Platform”), regardless of how you access or use it, whether via computer, mobile device or otherwise. 

By using the Digital Platform, you signify your agreement to be bound by the Terms of Use and our Privacy Policy.  If you do not agree to the Terms of Use or our Privacy Policy, please do not use the Digital Platform.   

We may modify, revise or update the Terms of Use at any time by updating this posting. Each time you use the Digital Platform, the version of the Terms of Use then posted will apply to that use, so you should check this page each time you use the Digital Platform.

Disclaimer

You are responsible for compliance with local laws which apply at your point of access.  We make no representation that the information contained on the Digital Platform, including without limitation, surveys, insights, learning materials, evaluations, personality assessments and any other features that are currently available or may be added in the future (the “Content”) or your access to such Content is appropriate for you. You are using it at your own risk. For example, results from following any “Tips” provided on the Digital Platform may vary by individual and are dependent on a variety of factors that are beyond vivovii’s control.  As such, we cannot make any representation or warranty to you that by following the “Tips” or any other Content on the Digital Platform, you are guaranteed to achieve the intended result.  

We may, at any time, and without notice or liability, change, suspend, discontinue or even terminate any aspect, or the availability, of any Content on the Digital Platform or impose limits on certain features, including restricting your access to all or parts of the Digital Platform. In the event of termination, you will destroy all materials you have downloaded or copied from the Digital Platform.

Ownership

The Content of the Digital Platform is either owned by vivovii or is licensed to vivovii from a third party. While we are allowing you access to the Digital Platform, you acknowledge that your use of the Content is governed by applicable copyright, trademark or other intellectual property laws. You also agree that the Content of the Digital Platform may not be copied or scraped for commercial use or distribution, or modified or posted to other digital platforms, including without limitation, other websites or apps, without our prior consent. We do not grant any express or implied right to you to any of the Content of the Digital Platform under any intellectual property laws including, without limitation, patent, copyright or trademark, or otherwise.  Your unauthorized use of the Digital Platform or the Content may violate applicable laws and we reserve all rights to pursue any remedy we may choose.

Your Profile Information and Account

You are entitled to personalized access to the Digital Platform if your employer has entered into an agreement with vivovii with respect to such access.  

In order to gain personalized access to the Digital Platform, you must create a user account and select a password.  You agree and understand that you are responsible for maintaining the confidentiality of your password which, together with your email address, provides you with personalized access to the Digital Platform. That email address and password, together with any or other user information you provide, form your “Profile Information” and allow you to access your account (“Account”). You agree to provide true, accurate, current and complete information about yourself for your Profile Information and that you will not misrepresent your Profile Information.  All information provided will be governed by our Privacy Policy.

Your right to access and use the Services is personal to you and is not transferable by you to any other person or entity. You agree not to disclose your password to any third party. You are solely responsible for all activities that occur under your Account or under your Profile Information. If you become aware of any unauthorized use of your Account or Profile Information, you are responsible for notifying vivovii immediately by emailing our Customer Service at customersupport@vivovii.com.

By providing us with your email address, you agree to receive all required notices electronically, to that email address. It is your responsibility to update or change that email address, as appropriate.

Should you request to delete your Account, your Account will be fully deleted and will not be accessible for reactivation.

Security Rules

You are prohibited from violating or attempting to violate the security of the Digital Platform, including, without limitation: (a) accessing data not intended for you or logging into a server or account which you are not authorized to access; (b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; or (c) attempting to interfere with service to any user, host or network, including, without limitation, via means of submitting a virus, cancelbot, Trojan horse, worm or other harmful or disruptive component to the Digital Platform, overloading, “flooding”, “spamming”, “mailbooming” or “crashing”. Violations of any system or network security may result in civil or criminal liability. 

You are prohibited from posting to the Digital Platform or transmitting to or from us any unlawful, threatening, libelous, defamatory, obscene, pornographic, or other materials that violate any law.  

We will investigate occurrences that may involve such violations and may involve, and co-operate with, law enforcement authorities in prosecuting users who are involved in such violations.

Use of Feedback & Non-Solicitation Policy

The sender of any communications to the Digital Platform or otherwise to us shall be responsible for the content and information contained in such communications, including its truthfulness and accuracy.

We may ask for your feedback from time-to-time about our service or you may choose to provide us with your unsolicited feedback or suggestions for improvements to our service (collectively, “Feedback”).  Please note that we shall be free to use or copy all or a portion of any Feedback you post on the Digital Platform or send to us, including any ideas, inventions, concepts, techniques or know-how disclosed, for any purposes. Such purposes may include disclosure to third parties and/or developing, creating and/or marketing goods or services.

Any personal information in electronic communications to the Digital Platform is governed by our Privacy Policy.

Third Party Digital Platforms & Materials

Our Digital Platform may provide links or references to websites or other digital platforms or materials provided by third parties (for example, academic journals). These third party sources are not governed by the Terms of Use but by other policies that may differ from the Terms of Use. In visiting any third party websites or digital platforms, you do so at your own risk and you assume all responsibility in that regard. We make no representations or warranties regarding, and do not endorse, any third party website, digital platform or materials. We encourage you to review the terms of use of each third party website or digital platform before you use them.

No Warranties / Limitation of Liability

The Digital Platform is provided on an “as is” and “as available” basis and you are using it at your own risk. We make no representations or warranties, express or implied, about the Digital Platform or its Content including, without limitation: any warranties as to the operation, availability or stability of the Digital Platform; any warranties as to the accuracy, completeness or timeliness of its Content, including without limitation, whether you will achieve the intended outcome by following any “Tips” made available on the Digital Platform; any warranties as to the merchantability or fitness of any such information or Content for any particular purpose; or any warranties as to non-infringement of any rights, including, without limitation, intellectual property rights and including the transmission of any such Content from the Digital Platform to you. Any implied warranties, whether statutory or otherwise, on any such matters are hereby expressly excluded to the full extent permitted under applicable laws.

In accessing the Digital Platform, you assume all risk associated with any viruses, worms, Trojan horses and other destructive items. You should take any necessary precautions before you access the Digital Platform in respect of any such potential risks.

In no event will we be liable to you or any other person or entity for any kind of loss, damages or injury arising directly or indirectly out of the use or unavailability of the Digital Platform, even if we have been advised by you of the possibility of such loss, damages or injury.

Indemnity

To the full extent permitted by applicable law, you agree to defend, indemnify and hold harmless vivovii, its affiliates and subsidiaries, and each of their employees, officers, directors, consultants, affiliates, subsidiaries, shareholders, related entities and agents from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from your use of the Digital Platform or your breach of the Terms of Use. We shall provide notice to you promptly of any such claim, suit, or proceeding and may choose in our sole discretion to assist you, at your expense, in defending any such claim, suit or proceeding.

Miscellaneous

These Terms of Use are governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, without regard to rules relating to conflict of laws.  Any action relating to the Terms of Use must be brought in Toronto, Ontario, Canada and you irrevocably consent to the jurisdiction of such courts.  

These Terms of Use constitute the sole and entire agreement between you and vivovii with respect to the Digital Platform.  The Terms of Use supersede any other agreement, whether oral or in writing, and render any other agreement regarding the terms of use of the Digital Platform null and void.  

If any provision of the Terms of Use shall be declared unlawful, void or for any reason, unenforceable, then that provision shall be deemed severable from the Terms of Use and shall not affect the validity and enforceability of any remaining provisions.  

You agree that this agreement is specifically enforceable by vivovii by injunctive relief and other equitable remedies without proof of monetary damages.  You further agree that if vivovii does not exercise or enforce any legal right or remedy which is contained in these Terms of Use (or which vivovii has the benefit of under any applicable law), this will not be taken to be a formal waiver of our rights and that those rights or remedies will still be available to vivovii.

The parties are independent contractors with respect to each other.  Nothing in these Terms of Use shall be deemed to create a joint venture, association, principal and agent or partnership relationship between the parties or constitute either party the agent of the other.

The parties have agreed that this contract and all related documents be drafted in English. Les parties aux présentes ont demandé et convenu que le présent contrat et tout document y afférent soient rédigés en anglais.