Service Agreement

1. Introduction

This Service Agreement (the "Agreement") is a legal agreement between you ("User") and iVVi Assistant Ltd, a company registered in Scotland under company number SC700422 with its registered office at 5 South Gyle Crescent Lane, Edinburgh, EH12 9EG ("we," "us," or "our"), governing your use of our software application and platform ("Services"). By clicking "Accept" or using the Services, you agree to be bound by the terms of this Agreement.

2. Grant of License and Duration

a) License Type: We grant you a non-exclusive, non-transferable license to use the Services in accordance with this Agreement. The license will continue until one of the following occurs: i) The term for which you purchased the Services ends. ii) You are no longer enrolled at the institution or employed at the company through which you have been provided access, or the Organisation withdraws your access. iii) Your trial period ends if you are using the Services on a trial basis. iv) The Agreement is terminated by us under Clause 12.

b) For Individual Users, the term will be the subscription term chosen by you or us. For Organisation Users, the term will be as agreed with the Organisation at the point of purchase.

c) The rights granted under this Agreement are personal to you and cannot be transferred to others.

3. Scope of Services

a) Individual Users (including trial): You may use the Services on your personal devices for personal use or during a trial period. You are limited to recording on one device at a time.

b) Account Creation: You must create an iVVi user account, providing your email address and optionally your name. Choose a strong, distinct password and keep it confidential. We are not liable for any consequences arising from your failure to maintain the confidentiality of your account details.

c) Organisation Access: If accessing through an Organisation, your iVVi user account will be managed by your Organisation’s iVVi Administrator. You must keep your login credentials secure and notify us of any unauthorized access.

4. User Responsibilities and Restrictions

You agree to:
a) Use the Services lawfully and not for any fraudulent or malicious activities.
b) Respect our intellectual property rights and those of third parties.
c) Avoid transmitting defamatory, offensive, or objectionable material.
d) Not use the Services in ways that could harm our systems or interfere with other users.
e) Prevent unauthorized access to the Services and report any breaches to us promptly.
f) Refrain from introducing any viruses or vulnerabilities into our network.

5. Service Availability and Support

a) We will provide the Services in accordance with this Agreement.

b) We strive to make the Services available 24/7, except during planned or unscheduled maintenance, for which we will notify you if possible.

c) In-product support services, including a self-serve help center, are available. You can also contact us at [email protected].

d) For specific user plans (e.g., iVVi for Individuals), we offer features such as non-real-time transcription of recorded content. Usage is subject to our fair usage policy, which is based on a typical single user participating in lectures or meetings. Excessive use may result in suspension, termination, or additional charges.

e) For plans like iVVi for Education or iVVi for Access to Work, real-time on-screen captions are available, also subject to fair usage terms.

f) Fair Usage Policy Clarification: We reserve the right to impose reasonable limits on the amount of data storage, recording time, and transcription requests to ensure fair access to the Services by all users. Excessive use refers to any use that exceeds the average usage patterns for similarly situated users, as determined at our discretion. If we determine that your usage exceeds fair usage, we will contact you to discuss possible options, which may include adjusting your plan or limiting access to certain features.

6. User Data and Privacy

a) Data Collection: We may collect personal data such as your name, IP address, and phone number.

b) Data Security: Protecting your data is a priority, and we have implemented safeguards to secure your personal information in compliance with GDPR and CCPA.

c) Compliance: We comply with the General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA).

d) Data Breach Notification: In the event of a personal data breach that poses a risk to your rights and freedoms, we will notify you without undue delay and, where feasible, within 72 hours after becoming aware of the breach, in compliance with GDPR requirements. We will also take appropriate steps to mitigate any potential harm and work with you to address any concerns.

e) Third-Party Providers: We use third-party service providers to help us deliver our Services. These providers may access your personal data only to the extent necessary to perform their tasks, and they are required to keep your information confidential and comply with data protection regulations. We ensure that all third-party providers implement appropriate safeguards to protect your personal data.

7. Intellectual Property

a) All intellectual property rights in the Services are owned by iVVi Assistant Ltd.

b) Users do not acquire any intellectual property rights other than the license to use the Services as outlined in this Agreement.

8. Use of Generated Content

a) Non-Commercial Use: Any mind maps, recordings, transcripts, or other content generated from the iVVi Assistant Services ("Generated Content") are provided for your personal and private use only. You are prohibited from using the Generated Content without appropriate permissions and with respect for the creator's rights. Please ensure you have the creator's permission before sharing or using any Generated Content publicly.

c) Permission of Speaker: You must obtain express permission from the creator or speaker of the content that is transcribed or recorded before distributing or sharing any Generated Content publicly. This includes, but is not limited to, recordings of lectures, meetings, or presentations. Failure to do so may result in termination of your access to the Services and potential legal liability.

d) Sanctions for Violations:
i) Account Suspension or Termination: If we determine that you have violated the terms of this Agreement by distributing content without proper authorization, we reserve the right to suspend or terminate your access to the Services without prior notice.
ii) Legal Action: In cases of severe violations, particularly where copyright infringement is involved, we reserve the right to pursue legal action to protect our intellectual property and the rights of content creators.

9. Charges and Payment Terms

a) Organisation Users: If your Organisation provides access to the Services, they are responsible for payment.

b) Individual Users: You are responsible for paying the monthly subscription fees as detailed on our website. We will notify you of any fee increases with at least 30 days' notice. Subscription cancellations take effect on the next monthly anniversary, with no refunds issued except in exceptional circumstances.

c) Non-Payment: If payment is not received within 7 days of the due date, we may disable your account and charge interest on overdue amounts.

d) Refunds: In general, subscription fees are non-refundable. However, we may offer refunds or credits in exceptional cases, such as significant technical errors on our part that prevent you from using the Services as intended, or billing discrepancies caused by our system. Refunds will be assessed on a case-by-case basis at our sole discretion.

e) Fair Usage: Data storage and usage are subject to our fair usage policy. We may suspend or terminate access for excessive usage.

10. Liability and Disclaimers

a) Limitation of Liability: We are not liable for unforeseeable or indirect damages.

b) Warranty Disclaimer: We do not guarantee uninterrupted or error-free Services.

11. Termination

a) Termination by User: You may terminate your subscription via the website or by contacting us. Your data will be securely stored post-termination.

b) Termination by Company: We may terminate your access for serious breaches of this Agreement. We will notify you and provide time to rectify any issues if possible. Accounts may be marked for deletion 12 months after termination.

12. Confidentiality

Both parties agree not to disclose confidential information except as necessary to fulfill obligations under this Agreement.

13. Changes to the Agreement

We may update the terms of this Agreement as required. Significant changes will be communicated to you, either in-app or via email.

14. Governing Law and Jurisdiction

This Agreement is governed by the laws of the United Kingdom, and any disputes will be resolved under UK jurisdiction.

15. Dispute Resolution

In the event of any disputes arising from or relating to this Agreement, both parties agree to first attempt to resolve the issue informally through mediation. If mediation fails, the dispute will be settled by arbitration in accordance with the rules of the Chartered Institute of Arbitrators, UK, before escalating to formal court proceedings.

16. Miscellaneous Provisions

a) Third-Party Rights: This Agreement does not grant rights to any third party.

b) Severability: If any part of this Agreement is found invalid, the remaining parts remain effective.

c) Entire Agreement: This Agreement constitutes the entire understanding between the parties regarding the Services.

17. Contact Information

For support, please contact us at [email protected].