VIVIOT TERMS OF SERVICE

This Terms of Service were last updated on 01.09.2020

       I.           INTRODUCTION

  1. GENERAL INFORMATION

 

These Terms of Service (“Terms”) govern the legal relationship between you - a legal entity, such as a corporation, limited liability company or sole proprietor, performing business activities (“you” or the “Client”) and, VIVIOT d.o.o., a Limited liability company registered in Slovenia under registration number 6066712000, with a VAT identification number SI 97641537 having its registered office at Industrijska cesta 1, 1000 Ljubljana, Slovenia (“VIVIOT”,  “we” or “us”) and incorporate the provisions of our Price List available on our website accessible at www.viviot.net(“Website”). By ordering any services you agree to the terms contained herein, along with  our  Price List any amendments thereto as well as any operating rules or policies that may be published from time to time by us and incorporated herein by reference.


TAKE NOTE THAT THESE TERMS AND CONDITIONS CONTAIN PROVISIONS THAT DISCLAIM, LIMIT AND EXCLUDE THE LIABILITY OF VIVIOT TO YOU AND THAT INDEMNIFY VIVIOT AGAINST CLAIMS AND DAMAGES THAT IT MAY SUFFER AS A RESULT OF YOUR CONDUCT.

 

  1. LEGAL NOTICE

 

YOU WARRANT AND REPRESENT THAT YOU HAVE READ AND UNDERSTAND, AND HAVE THE CAPACITY AND AUTHORITY TO ACCEPT, AGREE TO AND BE BOUND BY THESE TERMS.

YOU WARRANT AND REPRESENT THAT YOU ARE ACTING ON BEHALF OF A LEGAL ENTITY AND HAVE APPROPRIATE AND NECESSARY EXECUTIVE POWERS TO FORM LEGALLY BINDING CONTRACTS ON BEHALF OF SCH ENTITY.

THESE TERMS MAY BE MODIFIED FROM TIME TO TIME AT OUR SOLE DISCRETION, AND SUCH CHANGES OR MODIFICATIONS ARE EFFECTIVE IMMEDIATELY UPON THE EARLIEST OF:

       OUR EMAIL NOTIFICATION TO YOU ADVISING YOU OF SUCH CHANGES OR MODIFICATIONS,

       YOUR ACCEPTANCE OF THE TERMS AFTER SUCH CHANGES OR MODIFICATIONS HAVE BEEN MADE TO THE TERMS AS INDICATED BY THE "DATE OF LAST REVISION" DATE AT THE TOP OF THE TERMS, OR

       YOUR CONTINUED USE OF THE WEBSITE AFTER WE POST THE UPDATED TERMS AND MAKE THEM ACCESSIBLE ON THE WEBSITE.

FOR PARTICULAR SERVICES, YOU MAY BE SUBJECT TO ADDITIONAL TERMS OF A SERVICE LEVEL AGREEMENT (“SLA”) AND GUIDELINES OR RULES APPLICABLE TO SUCH SERVICES THAT MAY BE POSTED FROM TIME TO TIME ON THE WEBSITE.

 

 

  1. DEFINITIONS

The words and phrases listed below shall bear the following meanings in these Terms, unless the context clearly indicates otherwise:

Affiliate

means VIVIOT d.o.o and any direct or indirect holding company or subsidiary from time to time;

Applicable Law

means the laws of the Republic of Slovenia and any other laws or regulations, regulatory policies, consents, standards, guidelines or industry codes which apply to the Parties, as the same may be modified and amended from time to time during the term of this Agreement;

Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures

Have the meanings as set out in the applicable Data Protection Legislation;

Data Discloser:

a Party that discloses Shared Personal Data to the other Party;

Data Protection Legislation

all applicable data protection and privacy legislation in force from time to time in the Republic of Slovenia including the General Data Protection Regulation ((EU) 2016/679) (GDPR); the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC); and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a Party relating to the use of personal data (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a Party;

Insolvent

A Party is insolvent when:

a) it takes any step or action in connection with its entering administration, examinership, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver or examiner appointed to any of its assets or ceasing to carry on business or if the step or action is taken in another jurisdiction, in connection with an analogous procedure in the relevant jurisdiction; or

b) it suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business;

Marketing Material

the marketing material provided by VIVIOT to the Client to be displayed on the Designated Websites, domains or other locations in connection with the White Label licence as provided and as may be amended from time to time;

Permitted Recipients

the Parties to this Agreement, the employees of each Party, any third parties engaged to perform obligations in connection with this Agreement;

Price List

Means the document listing and specifying the scope of services provided by VIVIOT made available on the VIVIOT Website and incorporated herein by reference.

Shared Personal Data:

the personal data to be shared between the parties under clause Error! Reference source not found. of this Agreement. Shared Personal Data if relevant shall be confined to categories of information which the Parties may mutually agree.

 

Software Solutions:

the software solutions of third-party service integrations and development of new or modifications of existing Client’s software and the VIVIOT Platform.

Subscription:

A monthly fee, payable to VIVIOT for the use of various features and functionalities and access to the VIVIOT Platform calculated on the basis of the Price List published on the Website.

VIVIOT Platform:

Means the platform for smart space and business process hyperautomation by integrating devices, spaces and users to transform existing business models.

 

Website:

Means VIVIOT website accessible at

https://www.viviot.net/.

 

 

User(s)

Means employees, affiliates, agents, end customers and other persons provided access to the VIVIOT Platform by or on behalf of the Client.

4.      INTERPRETATIONS

i.    The singular shall include the plural and vice versa.

ii.  Unless the context or subject otherwise requires, references to words in one gender include references to the other genders.

iii. A reference to a person shall include an individual, partnership, corporation, company, business trust, joint-stock company, trust, unincorporated association, joint venture, governmental entity or authority or other entity of whatever nature.

iv. Unless the context otherwise requires, a reference to a recital, article, paragraph, provision, clause or schedule is to a recital, article, paragraph, provision, clause or schedule of or to this Agreement.

v.  Reference to a statute or statutory provision includes a reference to it as from time to time amended, extended or re-enacted.

vi.  The headings in this Agreement are inserted for convenience only and do not affect its construction.

vii. The expressions include includes, including, in particular, and similar expressions shall be construed without limitation.

5.     USE OF TERMS

Persons using the Website or the Services for any reason whatsoever bind themselves and agree to these terms and conditions.

Should you not agree to all the terms and conditions contained herein or be unable to comply with these terms and conditions, you should immediately cease using the Website and/or terminate the registration process.

You agree that all terms and conditions herewith published shall be binding on you and that should there be a contradiction between these general terms and conditions and any other product-specific or service-specific terms and conditions, the product-specific or service-specific terms and conditions shall prevail to the limited extent of such conflict.

We reserve the right to refuse to accept and/or execute an order or request to do business or to render any Services without giving any reasons, therefore. We also reserve the right to cancel orders in whole or in part at our sole and absolute discretion.

      II.           SERVICES, PRICING AND PAYMENTS

6.                 SERVICES

VIVIOT offers four distinct sets of services, as listed in the subsections below. The Client may choose any number of services besides the core service which is the access to the VIVIOT platform and its core features and functionalities.

 

6.1.      Service level agreement. VIVIOT and the Client may be required to enter into a Service Level Agreement, which provides for additional service-specific terms and conditions. Such Service Level Agreement is deemed to incorporate these Terms and form the entire agreement between the Client and for the purpose of delivering the Services.

 

6.2.      Access to the VIVIOT Platform and use of the features and functionalities. Subject to the Terms and the Service Level Agreement, VIVIOT shall grant the Client a licence to access the VIVIOT Platform and its core features, modules and functionalities specified in the section “Core Solutions” in the Price List available on the Website.

 

The Client may opt for inclusion additional features and functionalities including functionalities specified in the “Add-ons and Automations” section of the Price List.

Subject to the Service Level Agreement the service fee for this service consists of the one time Set-up and implementation fee and a monthly subscription calculated based on the selected scope (quantity and quality) of the chosen features and Services at the precis set in the Price List.

 

6.3.     Core of the VIVIOT software service consists of the following modules:

o  Business Dashboard, a web application providing CMS and analytics features, enabling setup and maintainance of digital landscape, access rules and content presented to end users;

o  Service APIs, providing secure and interoperable access to resources stored on the cloud infrastructure, including access logs, digital twin catalog, reservations and real-time IoT metrics;

o  External service adapters, implementing integration with external services (e.g. payment providers, PMS systems, identity providers, ERP);

o  VIVIOT App, a mobile application for end users, enabling reservation, space interaction and monitoring. The application is publicly available;

o  VIVIOT Business App, a mobile application for business users to support their daily operations and streamline their work process. The application is publicly available, but requires authorization from business owner in order to access private business resources.

6.4.      Next to the core modules, VIVIOT contains additional components that can be partially or fully shared with custumers and partners to facilitate integration between two systems:

o   IoT Adapters, enabling connectivity to IoT data sources either directly from IoT gateways to the cloud message broker or indirectly for IoT devices already connected to the internet;

o  VIVIOT Custom, a black-box product that enables custom assembly, configuration, implementation of custom visual elements, mobile front-end customization, while using VIVIOT components, functionalities and modules as futher defined;

o  VIVIOT Service SDKs, set of components compatible with different software development platforms facilitating integration of custumer software services with VIVIOT Service APIs. Customer might integrate with VIVIOT to consume VIVIOT resources and services thereby extending and enriching their existing service(s);

o  VIVIOT Components, set of components that can be plugged into customer modules to offer out-of-the-box VIVIOT user experience and functionality mixed with existing user experience inside the customer or partner solution. The following VIVIOT Components are available:

o  Reservation Component, enabling reservation booking of single or multiple spaces with additional amenities;

o  Account Component, enabling registration and login to VIVIOT service and personal account administration;

o  Workflow Component, enabling overview and processing of tasks, assigned by business owner;

o  Space interaction Component, enabling interaction with smart spaces and IoT devices;

o  Digital key management Component, enabling overview, handling and usage of assigned access keys.

6.5.        Combining core modules and additional components, the following types of integrations are supported in the context of functionality and target platform:

o  Customer mobile or web application can consume VIVIOT Service SDKs to gain secure, authenticated access to VIVIOT resources, or it can inject VIVIOT functionality – including the user experience and layout – into its own layout by integrating the VIVIOT Components. While the mobile or web application is owned by customer, VIVIOT Component ownership doesn't change;

o  Custom mobile or web application can be developed by VIVIOT, using and adapting VIVIOT Service SDKs and VIVIOT Components. VIVIOT assumes ownership of any components developed and evolved from existing VIVIOT Components;

o  VIVIOT can integrate with an IoT cloud infrastructure by extending its supported set of IoT adapters, thereby connecting to an existing customer data source on the internet. Alternatively, customer might use the IoT adapters module to integrate their own infrastructure onto VIVIOT service;

o   VIVIOT can integrate with an external service provider to provide additional services for their customers. Alternatively, a service provider might consume the VIVIOT Service SDKs to gain secure, authenticated access to VIVIOT resources in a B2B scenario.

 

6.6.      Integrations with 3rd party solutionsSubject to the Service Level Agreement, VIVIOT shall provide for integration of third-party scripts and applications and enable the Client’s to use them in conjunction with and for enhancement of their use of the VIVIOT Platform and/or other Services provided by VIVIOT.  


Subject to the Service Level Agreement the fee for this service consists of the one time Set-up and integration fee which depends on the level of required integration (Basic/Standard/Advanced) as specified in the Integrations with “3rd party solutions” section of the Price List available on the Website.

 

6.7.      Bespoke software solutions. Subject to the Service Level Agreement, VIVIOT shall provide the Client’s with a bespoke software solution, such as development of a Client specific feature or functionality, integration of third-party applications or scripts outside of the scope of the previous section 2.4., modification of the Client’s software for the purpose of integration with the VIVIOT Platform and/or other software development services.  

The fee for this service depends on the quality and scope of the project and is subject to the Service Level Agreement. Hourly fees of VIVIOT developers and other team members are specified in the section “Expert price per hour” of the Price List available on the Website.

 

7.                 FEES AND PAYMENT TERMS

7.1.      General payment terms. Client acknowledges that without the prior written approval of an authorized VIVIOT representative, all Services will require prepaid fees. VIVIOT will invoice the Client within the first 5 (five) days of every calendar month.

Unless expressly otherwise agreed otherwise, all payments must be received by VIVIOT fifteen (15) days from the date VIVIOT sends the invoice to Client. Client agrees that any delay on the part of VIVIOT in sending out any invoices will not relieve Client of the obligation to pay the amounts reflected in such invoices by their specified due date. Each invoice will reflect the payments due for the payment period; Client acknowledges that previous, unpaid invoice amounts may not be reflected on any other invoice.

7.2.      Late payment fees. VIVIOT is entitled to collect interests on delayed payments in the amount 0,5% of the due amount for each day of delay, but no less than 15 (fifteen) Euros per day.

7.3.      Payment method. VIVIOT will accept electronic funds transfer, or wire transfer fin euros made as non-cash money transfers onto the bank account stipulated in the invoice.

VIVIOT reserves the right to change its methods of receiving payment at any time and require payment by a specific method for a particular Service or for a particular Client. Such change shall be communicated in writing and take immediate effect.

The date of payment is considered to be the date when the funds are credited to the settlement account of VIVIOT.

7.4.      Prices subject to change.  VIVIOT reserves the right to change the prices for Services as necessary to account for considerations of its expenses, third-party price changes, competition, and market conditions. Client acknowledges that VIVIOT does not have control over some industry-required price changes and does not always receive prior notice of such changes; however, VIVIOT will use its best efforts to notify Client at least three (3) days prior to the effective date of the price change.

7.5.      Advance. Unless alternate terms are agreed to in the Service Level Agreement, the Client agrees to pay all applicable initial setup, processing and deposit fees and the monthly subscription for the access to the VIVIOT Platform for the first month within 3 (three) working days following the execution of a Service Level Agreement.

Thereafter the Monthly Service Fee is paid by the Client each month on the basis of the invoice issued by VIVIOT.

7.6.      Billing disputes. If there is any dispute associated with billing, the Client shall make payment in accordance with the billing invoice as submitted to Client. The Client shall have the right to dispute any amount so invoiced and paid and must notify VIVIOT in writing of its dispute within thirty (30) calendar days of the receipt of such invoice or the dispute shall be waived. A notification of disputed charges plus any Client documentation supporting Client's claim shall be sent to VIVIOT in electronic form via email.

8.                 TAXES

Upon request of VIVIOT, the Client shall provide the necessary documents, such as an excerpt of the public company register, to provide accurate information with regards to their establishment.

Any taxes or surcharges (excluding taxes on VIVOT’s income) on the Services provided under this Agreement, and which are not already reflected in the fees for Services, shall be separately itemized on the bills rendered to Client and shall be paid by Client.

Should any competent tax authority determine that additional sales, use, gross receipts or other taxes or surcharges (and interest, penalty and/or surcharges thereon) are due on the provision of the Services. The Client shall be liable for any such tax, interest, penalty and surcharge.

However, if the Client disagrees with the assessment of any such additional tax, penalty, surcharge and interest, the Client shall, at its option and expense (including payment of any such assessment prior to the final resolution of the issue), have the right to protest the assessment and participate in any legal challenge to such assessment, but shall be liable for any tax, penalty, surcharge and interest ultimately determined to be due.

VIVIOT shall when requested by Client and at Client's expense, cooperate with Client in any such protest or legal challenge. 

III.    III.      TERMS OF USE OF THE VIVIOT PLATFORM

9.                 CONNECTIVITY AND APPLICATION

The Client  shall establish and maintain appropriate and necessary hardware and software to ensure proper functioning and connectivity with the VIVIOT Platform.

10.             SECURITY

The Client agrees and undertakes to maintain all security regarding their account ID, password, and connectivity with the VIVIOT Platform.

The Client shall maintain the confidentiality of any login and password information provided by VIVIOT and safeguard it with at least the same standard of care the Client exercises in the protection of their own login and password information.

VIVIOT has the right to suspend the provision of the Services at any time in case of suspected data breach and begin an internal procedure to identify and analyze the reasons for a said procedure to restore the quality of the Services rendered. At the same time, ViVIOT shall immediately notify the Client of such subsequent suspension of Services.

The Client is liable to VIVIOT for any damages and losses, including the loss of profits sustained by VIVIOT which are a result of a security breach or improper use of the VIVIOT Platform by the Client due to the Client’s malice or negligence.

11.             OPERABILITY OF THE SYSTEM AND TECHNICAL SUPPORT

VIVIOT will provide support with modification and integration of the Software Solutions.

The Software Solutions will be fully hosted by VIVIOT in a compliant Data Centre based in the EU at its own expense with VIVIOT solely responsible for all functionality, compliance, security and reliability of said instance for the duration of the Agreement in line with this entire Agreement.

VIVIOT guarantees that the Software Solutions will be functional and accessible 99% of the time in any given calendar month, excluding Maintenance Windows. VIVIOT will be liable for any downtime or defects that render the Client’s application or platform unusable due to the issues and bugs arising from the Software Solutions and will provide service credits pro-rata to the current billing cycle for each day(s) where the issue persists. VIVIOT, however, will not be liable for any downtime that the Client experiences as a result of its own network connectivity issues or issues and bugs arising from their own software or hardware. If the Client experiences a service outage and is unable to access or utilize the Software Solutions, the Client must contact VIVIOT’s support providing any/all necessary information that may assist VIVIOT in determining the cause of the outage. VIVIOT hereby agrees to notify the Client within 5 business days of any planned maintenance windows.

VIVIOT shall provide the Client with full email, phone and remote support as required. The Client shall notify VIVIOT of any issues by email.  MEVIVIOT undertakes to provide the necessary information and technical support to the Client and ensure the System’s proper functioning except for planned technical interruptions required to perform maintenance of the System.

12.             MAINTENANCE

VIVIOT may switch off the Client’s access to the VIVIOT Platform when performing preventive maintenance works, of which it will notify the Client by email at least 1 (one) calendar day prior to such planned maintenance, indicating the time of expected unavailability or downtime. The down-time for carrying out preventive maintenance work shall not exceed 9 (nine) hours at a time.

IV.     IV.     DATA PROTECTION

13.             VIVIOT’S COMMITMENT TO DATA PROTECTION

We are committed to maintaining the confidentiality, integrity and security of all personal data we collect or process and we will take all reasonable technical and organisational security measures to ensure that where any personal information is provided to us it will be protected against loss, destruction and damage, and against unauthorised or accidental access, processing, erasure, transfer, use, modification, disclosure or other misuse.

We shall not disclose to any person any personal data of a data subject that is processed or hosted by us where any such disclosure would not comply in all respects with the provisions of any applicable data protection legislation or regulations relating to the data subject concerned.

Please refer to our Privacy Policy for more information about our treatment of Users’ personal data.

14.             SHARED PERSONAL DATA

This section sets out the framework for the sharing of User personal data between the Parties as controllers. In the event that personal data is exchanged by the Parties shall take immediate steps document and agree the categories of information of the Shared Personal Data and the Agreed Purposes for which it may be used. In the event that personal data is exchanged the following clauses set out below in relation to Data Protection shall apply, otherwise they shall have no effect.

a.  Each Party acknowledges that other Party (referred to in this clause as the Data Discloser) will regularly disclose to that Party Shared Personal Data collected by the Data Discloser for the Agreed Purposes.

b.  Each Party shall comply with all the obligations imposed on a controller under the DataProtection Legislation.

 c.   Each Party shall:

-        ensure that it has all necessary notices and consents in place to enable lawful transfer of the Shared Personal Data to the Permitted Recipients;

-        give full information to any data subject whose personal data may be processed under this Agreement of nature such processing. This includes giving notice that, on the termination of this Agreement, personal data relating to them may be retained by or, as the case may be, transferred to one or more of the Permitted Recipients, their successors and assignees;

-        process the Shared Personal Data lawfully;

-        not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;

-        ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less onerous than those imposed by this Agreement;

-        ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data.

-        not transfer any personal data received from the Data Discloser outside the EEA unless the transferor:

-        complies with the provisions of Articles 26 of the GDPR (in the event the third party is a joint controller), and

-        ensures that (i) the transfer is to a country approved by the European Commission as providing adequate protection pursuant to Article 45 of the GDPR; or (ii) there are appropriate safeguards in place pursuant to Article 46 GDPR; or (iii) Binding corporate rules are in place or (iv) one of the derogations for specific situations in Article 49 GDPR applies to the transfer.

d.   Each Party shall assist the other in complying with all applicable requirements of the Data Protection Legislation. In particular, each Party shall:

-        consult with the other party about any notices given to data subjects in relation to the Shared Personal Data;

-        promptly inform the other Party about the receipt of any data subject access request;

-        provide the other Party with reasonable assistance in complying with any data subject access request;

-        not disclose or release any Shared Personal Data in response to a data subject access request without first consulting the other Party wherever possible;

-        assist the other party, at the cost of the other party, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, personal data breach notifications, data protection impact assessments and consultations with supervisory authorities or regulators;

-        notify the other party without undue delay on becoming aware of any breach of the Data Protection Legislation;

-        at the written direction of the Data Discloser, delete or return Shared Personal Data and copies thereof to the Data Discloser on termination of this Agreement unless required by law to store the personal data;

-        use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers;

-        maintain complete and accurate records and information to demonstrate its compliance with this clause 14 and allow for audits by the other party or the other Party's designated auditor; and

-        provide the other Party with contact details of at least one employee as a point of contact and responsible manager for all issues arising out of the Data Protection Legislation, including the training of relevant staff, the procedures to be followed in the event of a data security breach, and the regular review of the parties' compliance with the Data Protection Legislation.

V.         V.    GENERAL TERMS AND CONDITIONS

15.             INTELLECTUAL PROPRIETARY RIGHTS

The Client acknowledges that the Website (including without limitation all content, text, images, software, media and other materials on the Website), VIVIOT Platform, source code developed for the Client in the scope of Bespoke software solution services and Marketing Materials are the sole and exclusive property of VIVIOT.

16.             PUBLICITY

Both Parties shall have the right to mention the following in their marketing materials, public announcements, or as a reference for their future clients: (1) the existence of their business partnership, (2) the identity of either party, (3) services provided, or (4) case studies. This right is given on the condition(s) that: (a) any such marketing materials accurately reflect the nature of the business relationship, and (b) any such marketing materials do not disclose Confidential Information.

17.             LIMITATION OF LIABILITY

Nothing in this Agreement shall operate to exclude or limit either Party’s liability for:

-        Death or personal injury caused by its negligence;

-        fraud;

-        any indemnity provided; or

-        any other liability which cannot be excluded or limited under applicable law.

Notwithstanding the foregoing, VIVIOT shall not be liable for the interruption in the provision of Services in the following relating to carrying out technical maintenance, and also for interruptions which arise in the following situations:

-        fire, flood, or problems with electricity supply,

-        overloading of the network or the VIVIOT platform,

-        Malicious attack on the VIVIOT Platform and/or software/hardware infrastructure,

-        as well as in other cases where the non-performance is due to the failure of third-party software or hardware or in cases of force majeure.

VIVIOT shall not bear liability for errors or improper use of the VIVIOT Platform by the Client or the Client's Users or any violations of applicable terms and conditions.

18.             INDEMNIFICATION

Client will indemnify, defend and hold harmless VIVIOT and its Affiliates from and against any and all third party claims, and associated losses, demands, liabilities, damages, costs and expenses (including reasonable attorneys’ fees), to the extent arising out of or relating to the breach of this Terms by the Client or its agents’ misuse and/or abuse of the Services.

19.             LIMITATIONS AND RESTRICTIONS OF USE

Neither Party shall:

-        in any way reproduce the other party’s software, Website(s) or any part of its content other than to the extent permitted by this Agreement;

-        in any way suggest that the other Party is endorsing any products or services other than its own with our prior written permission;

-        misrepresent the relationship between the Parties not present any false information about the other Party.

The Client shall not use the VIVIOT Platform or Services for any purpose that is unlawful or prohibited by the terms, conditions, and notices included in these Terms.

You may not use the Services in any manner that could damage, disable, overburden, or impair the VIVIOT Platform, or interfere with any other party's use and enjoyment of any Services. The Client may not attempt to gain unauthorised access to any Services, other accounts, computer systems or networks connected to any VIVIOT server or to any of the Services, through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services. You may not reverse engineer, decompile or disassemble the VIVIOT Platform and or VIVIOT’s software, including any proprietary communications protocol used by suchsoftware.

You may not download, reproduce, copy or otherwise use any of the materials on the Website, as well as the software code, or in any other way infringe upon the intellectual and/or industrial property rights of the owner of the Website and/or VIVIOT.

20.             CONFIDENTIALITY

 a.  Each Party undertakes that it shall not at any time during this Agreement, and for a period of five years after termination of this Agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party except as permitted by the Agreement as follows.

 b.   Each Party may disclose the other party's confidential information:

i)     to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the Party's rights or carrying out its obligations under or in connection with this Agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this Clause 15; and

ii)    as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

c.   No Party shall use any other Party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.

21.             GOVERNING LAW AND JURISDICTION

This Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of the Republic of Slovenia.

Each Party irrevocably agrees that the courts of the Republic of Slovenia shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.

22.             ASSIGNABILITY

VIVIOT may choose to assign the performance of the Services and any obligations of VIVIOT to a third party at its sole discretion.

Client may not assign their rights and licenses granted hereunder without the prior written consent of VIVOT, nor are the obligations imposed on the Client delegable.

Any attempt by Customer to improperly sublicense, assign or transfer any of the rights, duties, or obligations under this Terms shall be void. For the purposes of this section, a change in the persons or entities that control 50% or more of the equity securities or voting interest of Client shall be considered an assignment of Client’s rights. Client will give VIVIOT twenty (20) days prior written notice of any change in ownership or establishment by Client. Client acknowledges that VIVIOT may, at its sole discretion, immediately terminate any Services or any Service Level Agreement upon any change of ownership of the Client. The Client acknowledges that written notice must be provided immediately to VIVIOT of any actual or potential ownership or ownership interest of Client by VIVIOT’s competitor or company who owns a competing product.

23.             CONTACT

You can contact VIVIOT via email at: info@viviot.net


Or by letter addressed to: Industrijska cesta 1, 1000 Ljubljana, Slovenia, EU