Terms of Service
- The Service. The Website and App is a campaign builder that facilitates the creation of overlay marketing campaigns on websites. The main features of our service let you: (i) create marketing overlay campaigns (“Campaigns” or “Overlays”); (ii) track the analytics and conversion rates if you are a registered user; and, (iii) integrate the Campaigns with content management systems (“CMS”) platforms such as Mail Chimp or Shopify (the “Services”). In order to access the Service and start creating Overlays, you must be a registered user and you can use the Service from a computer or a personal mobile device if you have downloaded the AIVA App.
- Account Creation. To create an account you provide your name, address, email address, payment information and a password. You are solely responsible for all activity occurring on your account, so please choose a strong password, keep it secure, and don’t share it with anyone. We will not be liable for any damages caused by virtue of the compromise of your account or password, including any unauthorized access to your account or use of your password. Please contact us immediately if you suspect or become aware of any unauthorized use of your user name or password or any other breach of security.
- Integration. Once you have created an account, you can either integrate using your CMS platform or by adding a single line of code to your page (the “One-line Javascript”). To integrate with your CMS platform you must download the AIVA plugin. If you have not integrated with any CMS, or have not used the One-line Javascript on any of your pages, AIVA Campaigns will not deploy on your site.
- Designing Campaigns and Exporting Overlays. You can either choose an Overlay template for your Campaign or design a new Overlay. If you modify an existing template or design a new Overlay, we may request your consent to add it to our template collection. Once you’re finished creating the Campaign you can select the pages where your Overlay will display. The Overlay will only display on AIVA enabled pages.
- Analytics. You can monitor how your Campaigns are preforming with AIVA analytics from the dashboard on your account.
- Pricing. AIVA offers three tiers of user subscriptions. Details and pricing are available on our Pricing Page located at www.aivalabs.com/pricing. All subscriptions automatically renew, unless either party provides notice of its intention not to renew the subscription within 30 days. Subscriptions are non-refundable and are billed in advance.
- Content. All information, data, text, software, music, sound, photographs, graphics, video, messages or other materials, whether publicly posted or privately transmitted to the Website by viewers or users whether in forums or otherwise (“User Content”), is the sole responsibility of such viewers or users. This means that the viewer or user, and not AIVA, are entirely responsible for all such material uploaded, posted, emailed, transmitted or otherwise made available by using the Service. AIVA does not control or actively monitor User Content and, as such, does not guarantee the accuracy, integrity or quality of such content. Users acknowledge that by using the Service, they may be exposed to materials that are offensive, indecent or objectionable. Under no circumstances will AIVA be liable in any way for any materials, including, but not limited to, for any errors or omissions in any materials or any defects or errors in any printing or manufacturing, or for any loss or damage of any kind incurred as a result of the viewing or use of any materials posted, emailed, transmitted or otherwise made available via the Service.
- Restrictions on User Content and Use of the Service. AIVA reserves the right at all times (but will have no obligation) to remove or refuse to distribute any User Content and to terminate users or reclaim usernames. If you breach these Terms of Use we also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce these Terms of Use, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of our users and the public.
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In using the Website, AIVA App and/or Service You shall not:
- copy any content unless expressly permitted to do so herein;
- upload, post, email, transmit or otherwise make available any material that:
- is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, pornographic, libelous, invasive of another's privacy, hateful, or racially or ethnically objectionable, encourages criminal behavior, gives rise to civil liability, violates any law, or is otherwise objectionable;
- You do not have a right to make available under any law or under a contractual relationship;
- infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party (including privacy rights);
- is or contains unsolicited or unauthorized advertising, solicitations for business, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;
- contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or data or the Website or that of any users or viewers of the Website or that compromises a user’s privacy; or contains any falsehoods or misrepresentations or create an impression that You know is incorrect, misleading, or deceptive, or any material that could damage or harm minors in any way;
- impersonate any person or entity or misrepresent their affiliation with a person or entity;
- forge headers or otherwise manipulate identifiers in order to disguise the origin of any material transmitted to or through the Website or impersonate another person or organization;
- interfere with or disrupt the Website or servers or networks connected to the Website, or disobey any requirements, procedures, policies or regulations of networks connected to the Website or probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures;
- intentionally or unintentionally violate any applicable local, state, national or international law or regulation;
- collect or store personal data about other users or viewers;
- license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Website or AIVA App;
- modify, translate, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the AIVA App or any software provided as part of the Website, except to the extent the foregoing restrictions are expressly prohibited by applicable law; or
- register for the Service on behalf of a group or corporate entity.
You also agree not to access the Website in a manner that utilizes the resources of the Website more heavily than would be the case for an individual person using a conventional web browser. Notwithstanding the foregoing, operators of public search engines may use spiders or other bots for the purpose of creating publicly available searchable indices of the materials on this Website. License of Content. By submitting, posting or displaying User Content on or through the Service, you grant us (and our agents) a non-exclusive, royalty-free license (with the right to sublicense) to use, copy, modify, transmit, display and distribute such User Content for the purpose of providing the Services. Without limiting the generality of the foregoing, if you consent to us including a template you have modified in our own templates you hereby grant us a perpetual, worldwide, non-exclusive and full paid up, royalty-free license to copy, modify, transmit, display, reproduce, distribute, and otherwise exploit such template to third parties including other Users as one of our available templates. AIVA will not be responsible or liable for any use of User Content in accordance with these Terms. You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to any User Content that you submit. - End User License. Except for User Content, the AIVA App, Service, this Website, our overlay templates and the information and materials that it contains, are the property of AIVA and its licensors, and are protected from unauthorized copying and dissemination by copyright law, trademark law, and other intellectual property laws. Subject to the terms of this Agreement, AIVA grants you a non-transferable, non-exclusive, license to (a) use the Website for your use, and (b) download, install and use one copy of the Application on a mobile device that you own or control for your use (the “License”). The AIVA App is licensed to you and not sold. Nothing in the Terms gives you a right to use the AIVA or AIVA names, trademarks, logos, domain names, and other distinctive brand features without our prior written consent. You shall not attempt to override or circumvent any of the usage rules or restrictions on the Website. Any future release, update, or other addition to functionality of the Website or AIVA App shall be subject to the terms of these Terms.
- End User Privacy Policy. To use the Service, You confirm that You have a privacy policy that explains to your users how information is collected, used, and disclosed. Furthermore, your privacy policy grants the information collected about your users derived from the Campaigns to be provided to AIVA.
- Feedback. If You provide AIVA with any suggestions, comments or other feedback relating to any aspect of the Website, AIVA App and/or Service ("Feedback"), AIVA may use such Feedback in the Website or in any other AIVA products or services (collectively, "AIVA Offerings"). Accordingly, You agree that: (a) AIVA is not subject to any confidentiality obligations in respect to the Feedback, (b) the Feedback is not confidential or proprietary information of You or any third party and You have all of the necessary rights to disclose the Feedback to AIVA, (c) AIVA (including all of its successors and assigns and any successors and assigns of any of the AIVA Offerings) may freely use, reproduce, publicize, license, distribute, and otherwise commercialize Feedback in any AIVA Offerings, and (d) You are not entitled to receive any compensation or re-imbursement of any kind from AIVA or any of the other users of the Website in respect of the Feedback.
- Links & Third-Party Websites. This Website (including User Content) may contain links to other websites that are not owned or controlled by AIVA. In no event shall any reference to any third party, third party product or service be construed as an approval or endorsement by AIVA of that third party, third party product or service. AIVA is also not responsible for the content of any linked websites. Any third-party websites or services accessed from the Website are subject to the terms and conditions of those websites and or services and You are responsible for determining those terms and conditions and complying with them. The presence on the Website of a link to any other website(s) does not imply that AIVA endorses or accepts any responsibility for the content or use of such websites, and You hereby release AIVA from all liability and/damages that may arise from Your use of such websites or receipt of services from any such websites.
- While AIVA does not prohibit linking to third party websites and content, it does not wish to be linked to or from any third-party web site which contains, posts or transmits any of the prohibited content in Section 3 of these Terms of Use. AIVA reserves the right to prohibit or remove (or require You to remove) any link to the Website, including, without limitation, any link which contains or makes available any content or information of the foregoing nature, at any time.
- DISCLAIMER OF REPRESENTATIONS, WARRANTIES AND CONDITIONS. THE WEBSITE, SERVICE, AIVA APP AND ALL MATERIALS PROVIDED THEREIN ARE PROVIDED "AS IS." AIVA SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED, STATUTORY, BY USAGE OF TRADE, COURSE OF DEALING OR OTHERWISE INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. ANY INFORMATION OR MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, LOSS OF DATA, OR ANY OTHER LOSS THAT RESULTS FROM DOWNLOADING OR USING ANY SUCH MATERIAL. AIVA DOES NOT WARRANT, ENDORSE, GUARANTEE, PROVIDE ANY CONDITIONS OR REPRESENTATIONS, OR ASSUME ANY RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY ANY THIRD PARTY THROUGH THE WEBSITE OR IN RESPECT TO ANY WEBSITE THAT CAN BE REACHED FROM A LINK ON THE WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING ON THE WEBSITE, AND AIVA SHALL NOT BE A PARTY TO ANY TRANSACTION THAT YOU MAY ENTER INTO WITH ANY SUCH THIRD PARTY. AIVA WILL NOT BE LIABLE FOR ANY TYPE OF CONTENT EXCHANGED BY MEANS OF THE SERVICE.
- LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES SHALL AIVA BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR OTHER DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES THAT RESULT FROM (I) YOUR USE OF OR YOUR INABILITY TO USE THIS WEBSITE, AIVA APP OR THE SERVICE, (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, DATA, INFORMATION OR SERVICES, (III) ERRORS, MISTAKES, OR INACCURACIES IN THE MATERIALS ON THE WEBSITE, (IV) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY KIND WHATSOEVER ARISING FROM OR RELATING TO YOUR USE OF THE SERVICE, ANY BUGS, VIRUSES, TROJAN HORSES, OR ANY OTHER FILES OR DATA THAT MAY BE HARMFUL TO COMPUTER OR COMMUNICATION EQUIPMENT OR DATA THAT MAY HAVE BEEN TRANSMITTED TO OR THROUGH THE WEBSITE OR AIVA APP, OR (V) ANY ERRORS OR OMISSIONS IN ANY MATERIAL ON THE WEBSITE OR ANY OTHER LOSS OR DAMAGE OF ANY KIND ARISING FROM OR RELATING TO YOUR USE OF THE WEBSITE. THESE LIMITATIONS SHALL APPLY EVEN IF AIVA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, AIVA’S LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (A) FIFTY U.S. DOLLARS ($50) OR (B) AMOUNTS YOU’VE PAID AIVA IN THE PRIOR 12 MONTHS (IF ANY) THE FOREGOING LIMITATIONS SHALL APPLY TO THE FULLEST EXTENSION PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
- INDEMNIFICATION. YOU SHALL INDEMNIFY AND HOLD AIVA AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, AND EMPLOYEES, HARMLESS FROM ALL CLAIMS, ACTIONS, PROCEEDINGS, DEMANDS, DAMAGES, LOSSES, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES), INCURRED IN CONNECTION WITH ANY MATERIALS SUBMITTED, POSTED, TRANSMITTED OR MADE AVAILABLE BY YOU THROUGH THE SERVICE AND/OR ANY VIOLATION BY YOU OF THESE TERMS OF USE, INCLUDING BREACH OF APPLICABLE PRIVACY LAWS.
- Suspension. AIVA may, under certain circumstances and without prior notice, immediately suspend Your ability to access the Website or portions thereof. Cause for such suspension shall include, but not be limited to, (a) breaches or violations of these Terms of Use or any other agreement that You may have with AIVA (including, without limitation, non-payment of any fees owed in connection with the website or otherwise owed by You to AIVA), (b) requests by law enforcement or other government agencies, (c) a request by You, (d) discontinuance or material modification to the website (or any part thereof), (e) unexpected technical, security or legal issues or problems, and/or (f) participation by You, directly or indirectly, in fraudulent or illegal activities. Suspension of Your access to the Website may also include removal of some or all of the materials uploaded by You to the Website. You acknowledge and agree that all suspensions may be made by AIVA in its sole discretion and that AIVA shall not be liable to You or any third-party for any suspension of Your access to this Website or for the removal of any of the materials uploaded by You to the Website. Any suspension of these terms of use by AIVA shall be in addition to any and all other rights and remedies that AIVA may have.
- Availability & Updates. AIVA may alter, suspend, or discontinue this Website at any time and for any reason or no reason, without notice. The Website, Service and/or AIVA App may be unavailable from time to time due to maintenance or malfunction of computer or network equipment or other reasons. AIVA may periodically add or update the information and materials on this Website without notice.
- Security. Information sent or received over the Internet is generally unsecure and AIVA cannot and does not make any representation or warranty concerning security of any communication to or from the Website or any representation or warranty regarding the interception by third parties of personal or other information. You are responsible for safeguarding the password that you use to access the Service and you are responsible for any activities or actions under your password. You agree to keep your password secure. AIVA will not be liable for any loss or damage arising from your failure to comply with these requirements.
- General. This Agreement is governed by the laws of the province of Ontario and the laws of Canada applicable therein, without regard to conflict of laws. In the event of any dispute arising under these terms of use, the parties hereby agree to the exclusive jurisdiction of the Courts of the Province of Ontario. These terms of use, together with any privacy policy that may be published on the Website, constitutes the entire agreement between the parties relating to the Website and Service and all related activities. These terms of use shall not be modified except in writing signed by both parties or by a new posting of these terms of use issued by AIVA. If any part of these Terms of Use is held to be unlawful, void, or unenforceable, that part shall be deemed severed and shall not affect the validity and enforceability of the remaining provisions. The failure of AIVA to exercise or enforce any right or provision under these Terms of Use shall not constitute a waiver of such right or provision. Any waiver of any right or provision by AIVA must be in writing and shall only apply to the specific instance identified in such writing. You may not assign the terms of use, or any rights or licenses granted hereunder, whether voluntarily, by operation of law, or otherwise without AIVA’s prior written consent.
Effective Date: April 2021
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