Terms of Service

General

By accessing and using Vivix’s application programming interfaces, software, tools, data, documentation, or website (collectively, the “Services”), you expressly agree that you have read and agree to be bound by the following terms and conditions (the “Terms”) as well as all applicable laws and regulations, and any future updates.

Unless otherwise specified, terms used below and in any of our other agreements or notices, including our Privacy Policy, have the following meanings:

• “Customer”, “Client”, “User”, “You” and “Your” refers to you, the person using Services and accepting the Terms or, if you are accepting these terms on behalf of an entity, also to the entity.
• “Vivix”, “Company”, “Ourselves”, “Our”, “We” and “Us” refers to our company, VIVIXSG PTE. LTD..
• “Representatives” means the Company’s personnel, advisors, affiliates, agents and suppliers.
• “API Customer” means a Customer that subscribes to or uses the API version of the Services to integrate the Services into its own applications or services.
• “End-User” means any individual or entity that accesses or uses Customer’s Applications or services that interact with the Services through the API.
• “Documentation” means all documentation, materials, or information, technical or otherwise, relating or used with respect to the applicable Services, including specifications, operating manuals, user instructions, and technical literature, in any form, provided or made available to Customer by the Company from time to time.
• “Party”, “Parties” refers to both the Customer and ourselves, or either the Customer or ourselves.

Any use of the above terminology or other words in the singular, plural, capitalization, and/or he/she or they are taken as interchangeable and, therefore, as referring to the same.

These Terms and any policies incorporated in these Terms contain the entire agreement between you and the Company regarding access to or use of the Services and, other than any Service-specific terms of use or any applicable Enterprise agreements, supersede any prior or contemporaneous agreements, communications, or understandings between you and the Company on that subject.

No agency, partnership, joint venture or other relationship is intended or created by your access to or use of the Services.

No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person (including any End-User) any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

You may not assign or delegate any rights or obligations under these Terms and any purported assignment or delegation by you shall be null and void. We may assign these Terms to our affiliates or in connection with a merger, acquisition, or sale of all or substantially all of our assets, or to any affiliate as part of a corporate reorganization.

These Terms, together with our Privacy Policy, Acceptable Use Policy (AUP), and Data Processing Addendum (DPA), form the entire agreement between you and the Company. The DPA governs all processing of personal data subject to the GDPR or UK GDPR.

The Services are currently provided free of charge. The Company reserves the right to introduce fees or change the pricing model for all or certain parts of the Services upon prior notice. Any such change will not apply retroactively and will take effect after the notice period.

1. Privacy Statement

We are committed to protecting your privacy. Our Privacy Policy explains how we collect, use, disclose, and otherwise process personal information in connection with the Services. The Privacy Policy includes region-specific disclosures for residents of the European Economic Area (EEA), Switzerland, the United Kingdom, and California, as required by applicable data protection laws (including the GDPR and CCPA). By using the Services, you acknowledge that you have read and understood the Privacy Policy.

In addition, where you agree to these Terms on behalf of an entity, you agree that our Data Processing Addendum (DPA) governs the processing of any personal data contained within Your Content. The DPA incorporates the EU Standard Contractual Clauses (SCCs) as the basis for any transfer of personal data from the EEA, Switzerland, or the UK to the United States or other third countries. If you are a Customer located in the EEA, Switzerland, or the UK, the DPA forms an integral part of these Terms. A copy of the DPA is available upon request; please contact us at legal@vivix.ai to obtain the electronic version.

You acknowledge that the Company may process personal data relating to the operation, support, or use of our Services for our own business purposes, such as account management, data analysis, benchmarking, technical support, product development, research and development of its AI models, improvement of its systems and technologies, and compliance with law.

2. Accounts and Registration

2.1 Account Creation. To access the Services, you must register for an account on our website or developer portal. When you create an account, you must provide accurate, current, and complete information. You agree to maintain and promptly update your Registration Data to keep it true, accurate, current, and complete.

2.2 Registration Data. You represent and warrant that: (a) you have not previously been suspended or removed from the Services; (b) your registration and use of the Services is in compliance with all applicable laws; and (c) (i) if you are at least 18 years old, or (ii) if you are accepting these Terms on behalf of an entity (e.g., your employer), you are authorized to bind that entity to these Terms and you agree to these Terms on that entity’s behalf, or (iii) if you are under 18 years old and are accepting these Terms on your own behalf (not on behalf of an entity), you represent and warrant that you have your parent’s or legal guardian’s consent to use the Services and to be bound by these Terms. If you are under 13 years old, you are not authorized to use the Services. You agree not to create an account using a false identity or information, or on behalf of someone other than yourself. You agree that you shall not have more than one active account at any given time.

2.3 Account and API Key Security. You are responsible for maintaining the security of your account credentials and API keys. You may not share your account credentials, passwords, or API keys with anyone. You agree to (a) notify the Company immediately of any unauthorized use of your account, password, or API keys, or any other breach of security; and (b) exit from your account at the end of each session. You are responsible for all activities that occur under your account and through your API keys, whether or not authorized by you.

2.4 Account Ownership. Notwithstanding anything to the contrary herein, you acknowledge and agree that you have no ownership or other property interest in your account or any API keys issued to you. All rights in and to your account and API keys are and shall forever be owned by and inure to the benefit of the Company.

2.5 Third-Party Accounts. The Services may allow you to link your account with a third-party account (e.g., Google, GitHub). By doing so, you represent that you are entitled to disclose your third-party account login information to us and grant us access to your third-party account. Your relationship with third-party service providers is governed solely by your agreements with them, and the Company disclaims any liability for information that may be provided to us by such third-party service providers.

2.6 Account Suspension or Termination. We reserve the right to suspend or terminate your account at any time, including if you have failed to comply with any provision of these Terms, or if activities occur on your account which, in our sole discretion, would or might cause damage to or impair the Services or violate any applicable laws or regulations.

3. The Services, License Grant and Usage Data

3.1 API Access and Use. Subject to the terms and conditions of this Agreement and any usage limitations described in the Documentation, the Company grants you a non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services in accordance with these Terms during the term of this Agreement. The Company retains all right, title, and interest in and does not agree to any transfer of title regarding the Services. If applicable to You, you may authorize your employees, affiliates and contractors to use the Services on your behalf, and in every case, you are responsible for your account’s uses. Customer may use the APIs to access the Services, integrate the functionality of such Services into Customer’s own applications, products, and services (“Customer’s Applications”), and make that functionality available to End-Users as part of Customer’s Applications, provided that: (a) Customer’s Applications made available to End-Users may display attribution to the Company in accordance with the attribution requirements set forth in other documentation (which requirements may be superseded by a separate written agreement between the parties, such as an Enterprise Agreement); and (b) Customer complies with all Documentation and usage guidelines provided by the Company.

3.2 End-User Agreements. Customer shall enter into a legally binding end-user agreement with each End-User (“Customer’s EULA”) that contains terms no less protective of the Company than those set forth in these Terms (including, without limitation, with respect to authorization scope and restrictions, ownership of intellectual property, AI disclosure requirements, biometric data consent, and compliance with the Company’s policies). Customer shall ensure that its End-Users comply with all such terms. If Customer becomes aware that an End-User is not in compliance with such terms, Customer shall immediately terminate such End-User’s access and take any other steps reasonably requested by the Company. Customer is fully liable to the Company for any violation of these Terms by its End-Users as if such violation were committed by Customer itself.

3.3 License Restrictions. You will not, and will not permit any third party (including End-Users) to:

• License, sell, rent, lease, transfer, assign, reproduce, distribute, host, or similarly exploit any Services except as permitted through the APIs;
• Download, modify, copy, distribute, transmit, display, perform, reproduce, duplicate, publish, license, create derivative works from, or offer for sale any of our proprietary technology that makes up or is included in the Services, except (i) you may create and store temporary files that are automatically cached by your web browser for display purposes, (ii) as otherwise expressly permitted in these Terms, and (iii) for clarity, the foregoing restrictions do not apply to Your Content as defined herein;
• Submit, transmit, display, perform, post or store any content that is inaccurate, illegal, unlawful, including, without limitation, copyrighted images to the Services without the consent of the copyright owner, defamatory, obscene, sexually explicit, pornographic, violent, invasive of privacy or publicity rights (including, but not limited to, uploading images of individuals to the Services without their consent), harassing, threatening, abusive, inflammatory, harmful, hateful, cruel or insensitive, deceptive, or otherwise objectionable (collectively and individually, “Objectionable”);
• Use the Services for bullying, disruptive or Objectionable purposes, or in a manner that violates our policies and standards, including our Acceptable Use Policy (AUP) or for political campaigning or lobbying purposes; or otherwise use the Services in a manner that is fraudulent, inciting, organizing, promoting or facilitating violence or criminal or harmful activities, or Objectionable purposes;
• Frame or replicate the Services without going directly to the Website, unless we explicitly make such functionality available to you;
• Duplicate, decompile, reverse engineer, disassemble or decode the Services (including any underlying idea or algorithm), or attempt to do any of the same;
• Use, reproduce or remove any copyright, trademark, service mark, trade name, slogan, logo, image, graphics, design, commercial symbol, or other proprietary notation displayed on or through the Services; provided that, for clarity, the foregoing does not include Your Content;
• Use cheats, automation software (bots), hacks, modifications (mods) or any other unauthorized third-party software designed to modify the Services;
• Impersonate, or attempt to impersonate, somebody else using the Services without their authorization, including by providing User Input that you do not have authority to use to create User Output or by providing User Input to attempt to create User Output that impersonates somebody else without their authorization;
• Access or use the Services in any manner that could disable, overburden, damage, disrupt or impair the Services or interfere with any other party’s access to or use of the Services or use any device, software or routine that causes the same;
• Attempt to gain unauthorized access to, interfere with, damage or disrupt the Services, accounts registered to other users, or the computer systems or networks connected to the Services;
• Circumvent, remove, alter, deactivate, degrade or thwart any technological measure or content protections of the Services;
• Use any robot, spider, crawlers, scraper, or other automatic device, process, software or queries that intercepts, “mines,” scrapes, extracts, or otherwise accesses the Services to monitor, extract, copy or collect information or data from or through the Services, or engage in any manual process to do the same;
• Introduce any viruses, trojan horses, worms, logic bombs or other materials that are malicious or technologically harmful into our systems;
• Use any portion of the Services to build any products or services that are competitive to any portion of the Services;
• Attempt to extract, reconstruct, or replicate the underlying models, weights, or algorithms of the Services;
• Bypass or circumvent any usage or rate limits imposed by the Company;
• Submit, upload, or otherwise provide any data or content to the Services that is intended to degrade, corrupt, manipulate, or adversely affect the performance, output, security, or training of the Services or any underlying AI models;
• Access any portion of the Services for benchmarking, comparative or competitive purposes;
• Publish or disclose any benchmarks, performance results, or comparative analysis of the Services without our prior written consent;
• Subject any portion of the Services or any intellectual property right in any portion thereof to the terms of any “open source” license (including a license that requires, as a condition of use, modification, or distribution of technology subject to such license, that such technology or other technology combined or distributed with such technology (1) be disclosed or distributed in source code form, (2) be licensed for the purpose of making derivative works, or (3) be re-distributable at no charge);
• Violate any applicable law or regulation in connection with your access to or use of the Services;
• Access or use the Services in any way not expressly permitted by these Terms; or
• Use or distribute User Output (defined below) in a misleading way, including, without limitation, representing that the User Output is entirely human generated. Further, if you distribute your User Output to others, to the extent required by applicable law, you must proactively disclose that such User Output was created using artificial intelligence technologies so as not to mislead others of its origin.

3.4 Storage Scope. The Company has no obligation to store any of Your Content. The Company has no responsibility or liability for the deletion or accuracy of any of Your Content; the failure to store, transmit, or receive transmission of any of Your Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of the Services. The Company retains the right to create reasonable limits on the use and storage of Your Content, including limits on file size, storage space, processing capacity, and similar limits.

3.5 Modifications to the Services. The Company reserves the right to modify, suspend, or discontinue all or any part of the Services at any time, with or without notice, and shall have no liability for any such modification, suspension, or discontinuance.

3.6 Beta Features. From time to time, the Company may offer new “beta” features or tools with which users may experiment. Such features or tools are offered solely for experimental purposes and without any warranty of any kind, and may be modified or discontinued at the Company’s sole discretion. The provisions of the “Exclusions and Limitations” and “Disclaimer” sections apply with full force to such features or tools.

3.7 Suspension. The Company may immediately suspend Customer’s and its End-Users’ access to the Services if: (a) Customer breaches Section 3.3 (License Restrictions) or Section 6 (Customer Responsibilities and Obligations); (b) changes to Laws or new Laws require that the Company suspend the Services or otherwise may impose additional liability on us; or (c) Customer or its End-Users’ actions risk harm to any of the Company’s other customers or the security, availability, or integrity of the Services. Where practicable, the Company will use reasonable efforts to provide Customer with prior notice of the suspension. If the issue that led to the suspension is resolved, the Company will use reasonable efforts to restore your access to the Services.

3.8 Usage Data and Aggregated Data. As between the parties, the Company owns and retains all right, title, and interest, including all related intellectual property and proprietary rights, in and to the Aggregated Data and Usage Data (including any improvements, modifications, and enhancements thereto), the know-how and analytical results generated in the Processing and use thereof, and any and all new products, services, and developments, modifications, customizations, or improvements to the Services made based on the Aggregated Data or Usage Data.

3.9 Third-Party Technology. Use of Third-Party Technology is subject to Customer’s agreements with the relevant provider and not this Agreement. The Company does not control and has no liability for Third-Party Technology, including their security, functionality, operation, availability, or interoperability with the Services or how the Third-Party Platforms or their providers process Input. By enabling any Third-Party Technology to interact with the Services, Customer authorizes the Company to access and exchange Input with such Third-Party Platform on Customer’s behalf. The Services may also contain links to third-party websites. Linked websites are not under the Company’s control, and the Company is not responsible for their content. Once sharing occurs, the Company will have no control over the information that has been shared.

4. License to Your Content

4.1 Ownership of Your Content. As part of your use of the Services, you may be able to input, post, upload and submit information (“User Input”) to the Services, and you may direct the Services to generate and output new content based on your User Input (“User Output”). As between the Company and you, you own all rights in your User Input and User Output. Your User Input, User Output, and any other information, materials, or content you post, upload, submit, or make available through the Services are collectively referred to herein as “Your Content.” The Company does not claim ownership of Your Content.

4.2 License to Your Content. By using the Services and uploading or generating Your Content, you grant us a license to access, use, host, cache, store, reproduce, transmit, display, publish, distribute, and modify Your Content to operate, improve, promote and provide the Services and to develop new services and products, including, without limitation, to train, fine-tune, improve, or otherwise develop our artificial intelligence and machine learning models. You agree that these rights and licenses are royalty-free, transferable, sublicensable, and worldwide. For the avoidance of doubt, (i) the license to use Your Content to train, fine-tune, and improve our AI models is perpetual and irrevocable solely to the extent such data has been de-identified and incorporated into our models; and (ii) the license for all other purposes (including hosting, storing, and displaying Your Content to provide the Services) shall terminate upon the deletion of Your Content or termination of your account, subject to a reasonable transition period for operational continuity. This Section shall survive termination of these Terms.

4.3 Reservation of Rights. The Company reserves the right, and has absolute discretion, to remove, screen, edit, or delete any of Your Content at any time, for any reason, and without notice. By posting or submitting Your Content through the Services, you represent and warrant that you have, or have obtained, all rights, licenses, consents, permissions, power and/or authority necessary to grant the rights granted herein for Your Content, including, without limitation, all necessary consents from any individuals depicted in Your Content (such as voice, likeness, and biometric data) to allow the Company to process such data as contemplated by these Terms.

4.4 Output Non-Uniqueness and No Guarantee of Exclusivity. You acknowledge that, due to the nature of the Services and generative artificial intelligence, User Output may not be unique and other third-party users may generate similar content from their independent use of the Services. Such output that is requested by and generated for other third-party users shall not be considered your User Output, and the Company’s assignment of its rights to you in User Output above does not extend to rights in a third-party user’s output. The Company does not warrant that any User Output will be protected by copyright or other intellectual property rights, or that Customer will be able to register or enforce any rights in the User Output.

4.5 Feedback. We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”). You acknowledge and expressly agree that any contribution of Feedback, whether directly to us or by means of a third-party service, does not and will not give or grant you any right, title or interest in the Services or in any such Feedback. All Feedback becomes the sole and exclusive property of the Company, and the Company may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to the Company any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, know-how, moral rights and any and all other intellectual property right) that you may have in and to any and all Feedback. To the extent such rights cannot be assigned under applicable law, you hereby waive any moral and author’s rights (including attribution and integrity) that you may have in and to any and all Feedback.

5. Training Data Policy

We are committed to transparency regarding how Your Content is used to improve our Services. Our data training policy is as follows:

• By default, the Company uses Your Content to train and improve its AI models. We apply measures designed to de-identify such data before using it for training.
• You may opt out of such use by contacting us at customerservice@vivix.ai. Upon receipt of a valid opt-out request, the Company will cease using Your Content for model training purposes going forward. Opt-out requests apply prospectively and do not affect training that has already been performed.
• The Company has implemented contractual restrictions with all AI subprocessors that prohibit them from using any Customer data to train their own models.

6. Customer Responsibilities and Obligations

As an API Customer, you acknowledge and agree that you are solely responsible for all acts and omissions of your End-Users and for ensuring compliance with these Terms in connection with your and your End-Users’ use of the Services. You agree to:

6.1 Flow-Down of Obligations. Enter into a legally binding agreement with each End-User (Customer’s EULA) as required in Section 3.2, which shall impose obligations no less restrictive than those set forth in these Terms, including, without limitation, restrictions on use, ownership disclaimers, AI disclosure, biometric consent, and compliance with applicable laws.

6.2 Prohibited Data and High-Risk Activities. You shall not submit any Prohibited Data to the Services, nor use the Services for High-Risk Activities. “Prohibited Data” means any: (a) special categories of data enumerated in European Union Regulation 2016/679, Article 9(1) or any successor legislation; (b) patient, medical, or other protected health information regulated by the Health Insurance Portability and Accountability Act (as amended and supplemented) (“HIPAA”); (c) credit, debit, or other payment card data subject to the Payment Card Industry Data Security Standards; (d) social security numbers, driver’s license numbers, or other government ID numbers; or (e) any data similar to the above protected by applicable Laws. “High-Risk Activities” means activities where use or failure of the Services could lead to death, personal injury, or environmental damage, including life support systems, emergency services, nuclear facilities, or air traffic control. Notwithstanding anything else in this Agreement, the Company has no liability for Prohibited Data or use of the Services for High-Risk Activities.

6.3 End-User Consents and AI Labeling. You are solely responsible for: (a) obtaining all necessary consents, permissions, and authorizations from your End-Users or any individuals whose data you submit to the Services, including, without limitation, explicit consent for the processing of biometric data (such as facial geometry or voiceprints) where required under applicable law; (b) implementing in your applications any required AI-generated content labeling or disclosures, age verification and age-gating mechanisms, and content moderation systems to prevent misuse of the Services by your End-Users; and (c) such other measures as may be required by applicable law. You must require each End-User to agree to terms that clearly disclose the AI-generated nature of the content and, where applicable, provide explicit consent for the processing of biometric data. The Company may embed technical markers within API responses, but makes no guarantee that such markers will be visible or displayed as watermarks on End-User-facing content. You shall not remove, alter, or obscure any such technical markers included in the Output.

6.4 General Compliance. You represent and warrant that your use of the Services will not cause the Company to violate any other applicable export control, sanctions, or data protection laws.

6.5 Account Responsibility. You are responsible for all activities conducted through your account, including any use of the Services by your employees, contractors, agents, or End-Users.

6.6 Customer Warranties. You further represent and warrant that any of Your Content provided through the Services will not (a) be deceptive, defamatory, obscene, pornographic, or unlawful; (b) intentionally contain any viruses, worms, or other malicious computer programming codes intended to damage the Company’s systems or data; or (c) otherwise violate the rights of a third party, including any privacy or publicity rights.

7. U.S. Data Security Compliance

The Company maintains a data security program that includes, among other measures, encryption of data in transit (TLS 1.2+) and at rest (AES-256), role-based access control, and multi-factor authentication for personnel accessing production systems. You agree to cooperate with the Company in any audit or assessment reasonably necessary to demonstrate compliance with the foregoing. The Company reserves the right to suspend or terminate your access to the Services if, in its reasonable discretion, continued provision of Services to you would cause the Company to violate any applicable U.S. law or regulation. Any such suspension or termination shall be without liability to the Company.

8. Dispute Resolution

8.1 For Non-US Users. If you are based outside the United States, the place of signing of the Terms is Singapore. The execution, effectiveness, amendment, termination of, and any dispute concerning these Terms shall be governed by the laws of Singapore, without regard to its conflict of laws principles. Any dispute arising out of or in connection with these Terms, including any question regarding existence, validity or termination of these Terms, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore. The Tribunal shall consist of one arbitrator. The language of the arbitration shall be English.

8.2 For U.S. Users. If you are based in the United States, the formation, enforceability, amendment, termination of, and any dispute concerning these Terms shall be governed by the laws of the State of Delaware, without regard to its conflict of laws principles; provided, however, that the arbitration provisions herein shall be governed by the Federal Arbitration Act. The arbitration shall be administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules in effect at the time the arbitration is commenced, except as modified herein. If the AAA declines or is unable to administer the arbitration, the arbitration shall be administered by the National Arbitration and Mediation (“NAM”) under its Comprehensive Dispute Resolution Rules and Procedures then in effect.

8.3 Class Action and Jury Trial Waiver. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND THE COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one person’s claims or preside over any form of a representative or class proceeding. YOU AND THE COMPANY KNOWINGLY AND IRREVOCABLY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM.

8.4 Opt-Out Right. You have the right to opt out of the arbitration provisions set forth in this Section 8 by notifying us in writing within thirty (30) days of the date you first access the Services. Your notice must include your name, address, and a clear statement that you do not wish to resolve disputes with the Company through arbitration. If you do not opt out within thirty (30) days, you accept the arbitration provisions.

8.5 Exception for Injunctive Relief. Notwithstanding the above, either party may apply to any court of competent jurisdiction for temporary, preliminary, or permanent injunctive relief to prevent irreparable harm, including but not limited to violations of intellectual property rights or API misuse, without breaching this section and without abridging the powers of the arbitrator.

9. Term and Termination

These Terms take effect when you first access the Services and remain in effect until terminated. You may terminate these Terms at any time by discontinuing the use of the Services and deleting your account, if any, via your account settings.

We may terminate or suspend your use of the Services immediately and without notice for any reason, including if you violate, or if we reasonably suspect in our sole discretion that you may have violated, these Terms. Upon the Company’s termination of the Terms or termination of your use of the Services for any reason, the Company may, but is not obligated to, delete any of Your Content. The Company shall not be responsible for the failure to delete or deletion of Your Content.

If the Company terminates these Terms because it has found you in violation of these Terms or other applicable use policies, you must cease use of and delete any Outputs and any other materials obtained from the Services in your possession, whether in electronic or printed format.

The following provisions shall survive termination: Section 4 (License to Your Content), Section 5 (Training Data Policy) with respect to opt-out rights, Section 6 (Customer Responsibilities and Obligations), Section 7 (U.S. Data Security Compliance), Section 10 (Confidentiality), Section 11 (Exclusions, Disclaimers, and Limitations of Liability), Section 12 (Indemnification), Section 8 (Dispute Resolution), and any other provision that by its nature is intended to survive.

10. Confidentiality

You may receive access to Confidential Information of the Company and other third parties through your use of the Services. You may use Confidential Information only as needed to access or use the Services pursuant to these Terms. You will protect such Confidential Information with reasonable care in a manner at least as protective as you use for your own Confidential Information.

If you are required by law or court order to disclose such Confidential Information, you will give reasonable prior written notice to the Company and undertake reasonable efforts to limit the sharing of Confidential Information, including assisting the Company with challenging such a request if possible.

Information should be treated as “Confidential Information” if it is designated as such by the Company or the third-party owner or if it should reasonably be considered confidential under the circumstances. When in doubt, information should be treated as Confidential Information.

11. Exclusions, Disclaimers, and Limitations of Liability

11.1 Disclaimer of Warranties. THE SERVICES ARE PROVIDED “AS IS.” EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE AND OUR REPRESENTATIVES MAKE NO WARRANTIES (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) WITH RESPECT TO THE SERVICES, AND DISCLAIM ALL WARRANTIES INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR TRADE USAGE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ACCURATE OR ERROR-FREE, OR THAT ANY CONTENT WILL BE SECURE OR NOT LOST OR ALTERED. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE MAKE NO WARRANTY OR REPRESENTATION AND DISCLAIM ALL RESPONSIBILITY AND LIABILITY FOR ANY INFRINGEMENT.

Output generated by the Services may not be unique, and other users may receive identical or similar Output. The Company does not warrant that Output will be accurate, complete, reliable, or fit for any particular purpose. You should not rely on Output as a sole source of truth or factual information.

11.2 Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, WE AND OUR REPRESENTATIVES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA OR OTHER LOSSES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE GREATER OF (I) THE AMOUNT YOU PAID FOR THE SERVICES THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE, OR (II) ONE HUNDRED DOLLARS ($100). IF YOU HAVE NOT PAID ANY FEES FOR THE SERVICES, OUR AGGREGATE LIABILITY SHALL BE LIMITED TO ONE HUNDRED DOLLARS ($100). THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE AND WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE.

The Company takes no responsibility and assumes no liability for any content that you, another user, or a third party creates, uploads, posts, sends, receives, or stores on or through our services. It is your responsibility to evaluate whether User Outputs are appropriate for your use case, including where human review is appropriate, before using or sharing User Outputs. You acknowledge that factual assertions in User Outputs should not be relied upon without independently checking their accuracy, as they may be false, incomplete, misleading or not reflective of recent events or information.

You understand and agree that you may be exposed to content that might be offensive, illegal, misleading, or otherwise inappropriate, none of which the Company will be responsible for.

12. Indemnification

You shall indemnify, defend, and hold us and our Representatives harmless from and against any and all losses, damages, settlements, liabilities, costs, charges, assessments, and expenses, as well as third-party claims and causes of action, including, without limitation, attorneys’ fees, arising out of or relating to: (a) any breach by you or your End-Users of any of these Terms; (b) violation of applicable law by you or your End-Users; (c) any of Your Content submitted by you or your End-Users; (d) any Output generated through your use of the Services and distributed to End-Users or third parties; (e) any use by you or your End-Users of the Services or Outputs thereof; or (f) any claim that your or your End-Users’ use of the Output infringes, misappropriates, or violates any rights of a third party (including intellectual property, privacy, or publicity rights).

You shall provide us with such assistance, without charge, as we may request in connection with any such defense, including, without limitation, providing us with such information, documents, records, and reasonable access to you as we deem necessary. You shall not settle any third-party claim or waive any defense without our prior written consent.

This indemnification obligation shall survive termination of these Terms.

13. Force Majeure

We shall not be deemed liable for any failure to perform any obligation in relation to the Services, including arising under these Terms, which is due to an event beyond our control, including but not limited to any act of God, terrorism, war, political insurgency, insurrection, riot, civil unrest, the act of civil or military authority, uprising, earthquake, flood or any other natural or man-made eventuality outside of our control, which causes the termination of an agreement or contract entered into, nor which could have been reasonably foreseen.

14. Waiver

Failure of either Party to insist upon strict performance of any provision of this or any Agreement or the failure of either Party to exercise any right or remedy to which the Party is entitled hereunder shall not constitute a waiver thereof and shall not cause a diminution of the obligations under these Terms or any agreement relating to the Services. No waiver of any of the provisions of these Terms or any agreement relating to the Services shall be effective unless it is expressly stated to be such in writing and signed by duly authorized representatives of the Company.

15. Export Controls

You agree that you will not export or re-export, directly or indirectly, the Services and/or other information or materials provided by the Company hereunder, to any country for which the United States or any other relevant jurisdiction requires any export license or other governmental approval at the time of export without first obtaining such license or approval. In particular, but without limitation, the Services may not be exported or re-exported (a) into any U.S. embargoed countries or any country that has been designated by the U.S. Government as a “terrorist supporting” country, or (b) to anyone listed on any U.S. Government list of prohibited or restricted parties, including the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Services, you represent and warrant that you are not located in any such country or on any such list. You are responsible for and hereby agree to comply at your sole expense with all applicable export laws and regulations.

16. Government End-Users

Elements of the Services are commercial computer software. If the user or licensee of the Services is an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Services or any related documentation of any kind, including technical data and manuals, is restricted by the terms of this Agreement in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. All other use is prohibited.

17. Copyright Complaints (DMCA)

If you believe that your intellectual property rights have been infringed by a user of the Services, please send notice via certified mail to the address below. We may remove content alleged to be infringing and may terminate use of the Services by infringers.

Written claims concerning copyright infringement must include the following information:

• The physical or electronic signature of the copyright owner or an authorized agent;
• The identification of the copyrighted work claimed to have been infringed, or, if multiple works are on a single site, a representative list of such works;
• The identification of the infringing material or activity (or the reference or link to such material) and information reasonably sufficient to permit us to locate the material (or the reference or link);
• The address, telephone number and e-mail address for the copyright owner or authorized agent;
• A statement that the person sending the notice has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
• A statement that the information in the notice is accurate, and under penalty of perjury, that the person sending the notice is authorized to act on behalf of the copyright owner.

18. Notification of Changes

We may modify these Terms, Privacy Policy, Acceptable Use Policy and Data Processing Addendum from time to time. We will update the “Last Updated” date at the top of these Terms and other policies. We will notify you of any material changes that adversely impact you, either via email or an in-product notification. All other changes will be effective as soon as we post them on our website. Your continued access or use of the Services after the modifications become effective will be deemed your acceptance of the modified Terms. If you do not agree to the changes, you must stop using our Services.

19. Assignment to Affiliates

We may assign these Terms, in whole or in part, to any of our affiliates. Any such assignment shall be effective as of the date these Terms are updated. Upon such assignment, the affiliate shall assume all rights and obligations of the Company under this Agreement, and the Company shall be released from any further liability.

20. How to Contact Us

You may contact us regarding the Services or these Terms by email at the addresses below. Please direct your inquiry to the appropriate contact point to ensure timely handling:

• Customer Service & General Inquiries: For billing, account management, or general questions about your use of the Services, please contact us at customerservice@vivix.ai.
• API Services, Commercial & Partnership Inquiries: For business development, partnership, other commercial matters or questions regarding API integration, usage, or technical issues, please contact us at api@vivix.ai.
• Legal & Compliance: For legal notices or questions, or other formal legal communications, please contact us at legal@vivix.ai.

1. CCPA/CPRA and Other U.S. State Privacy Laws

1.1 Service Provider Role. To the extent that Vivix processes any personal information that is subject to the CCPA/CPRA or other applicable U.S. state privacy laws (including but not limited to the Virginia Consumer Data Protection Act, Colorado Privacy Act, Connecticut Data Privacy Act, Utah Consumer Privacy Act, Oregon Consumer Privacy Act, Texas Data Privacy and Security Act, Montana Consumer Data Privacy Act, Delaware Personal Data Privacy Act, Iowa Consumer Data Protection Act, Nebraska Data Privacy Act, New Hampshire Privacy Act, and New Jersey Data Protection Act), Vivix acts as a “service provider” (or equivalent term such as “processor” or “contractor”) and Customer is a “business” (or equivalent term) as defined under such laws. For purposes of this Addendum and the Terms, “Permitted Purpose” means: (a) providing, operating, maintaining, and supporting the Services; (b) improving, developing, and enhancing the Services, including training and improving Vivix’s AI models using de-identified data; (c) detecting, preventing, and addressing security, fraud, and technical issues; (d) complying with applicable laws and legal processes; and (e) enforcing the Terms. Vivix may also process personal information for any other purpose that Customer authorizes in writing or as otherwise expressly permitted by applicable U.S. state privacy laws.

1.2 Customer Obligations. Customer acknowledges and agrees that it is solely responsible for:

• (a) providing all required notices to, and obtaining all necessary consents from, its End-Users or other individuals whose personal information is submitted to the Services, including where required under the CCPA/CPRA;
• (b) responding to any requests from individuals exercising their rights under the CCPA/CPRA or other applicable U.S. state privacy laws (including rights to know, delete, correct, opt out of sale/sharing, and limit use of sensitive personal information);
• (c) determining whether its use of the Services constitutes a “sale” or “share” of personal information under the CCPA/CPRA and, if so, providing an appropriate opt-out mechanism to consumers; and
• (d) complying with all other applicable obligations under U.S. state privacy laws in connection with its use of the Services.

1.3 Service Provider Restrictions. Vivix shall not:

• (a) retain, use, or disclose any personal information provided by Customer for any purpose other than the Permitted Purpose (as defined in the Terms) or as otherwise permitted by applicable U.S. state privacy laws;
• (b) retain, use, or disclose such personal information outside the direct business relationship between Vivix and Customer;
• (c) combine such personal information with any personal information Vivix receives from or on behalf of any other third party or collects from its own interactions with individuals, except as necessary to provide the Services or as otherwise permitted by law; or
• (d) “sell” or “share” (as those terms are defined under the CCPA/CPRA) any personal information provided by Customer.

1.4 De-Identified Data. To the extent Vivix creates de-identified data from personal information provided by Customer, Vivix shall comply with the requirements for de-identified data under applicable U.S. state privacy laws, including implementing reasonable measures to prevent re-identification and contractually prohibiting any recipient from attempting to re-identify such data.

1.5 CCPA/CPRA Definitional Compliance. Customer represents and warrants that it has not taken and will not take any action that would cause Vivix to be considered a “business” rather than a “service provider” under the CCPA/CPRA or to be considered to have “sold” or “shared” personal information as those terms are defined under the CCPA/CPRA.

2. EO 14117 Compliance (Bulk Data Rule)

2.1 Customer Representations and Warranties. Customer represents and warrants that it will not, directly or indirectly, use the Services in any manner that would cause Vivix to violate the Bulk Data Rule. Without limiting the foregoing, Customer shall not:

• (a) transfer, make available, or provide access to any Output or any U.S. person’s “bulk sensitive personal data” (as defined in 28 CFR Part 202) processed through the Services to any “country of concern” or “covered person” (as defined in 28 CFR Part 202);
• (b) use the Services to engage in any “prohibited data brokerage transaction” or “restricted transaction” as defined in 28 CFR Part 202 without implementing the required security requirements issued by the Cybersecurity and Infrastructure Security Agency (CISA); or
• (c) otherwise cause Vivix to be in violation of the Bulk Data Rule.

2.2 Acknowledgment of Technical Safeguards. Customer acknowledges that Vivix has implemented technical and organizational measures designed to comply with the Bulk Data Rule, including:

• (a) storage of all U.S. person data processed through the Services exclusively in the United States;
• (b) geo-IP access restrictions blocking access attempts from countries of concern; and
• (c) nationality-based access controls that prohibit personnel who are nationals of or primarily resident in countries of concern from accessing U.S.-origin customer data.

2.3 No Guarantee. Customer acknowledges that the measures described in Section 2.2 are designed to mitigate risk but do not constitute a guarantee that all unauthorized access will be prevented. Customer remains responsible for its own compliance with the Bulk Data Rule.

3. California Shine the Light

California Civil Code Section 1798.83 permits California residents who are our customers (as natural persons) to request certain information regarding our disclosure of personal information to third parties for their direct marketing purposes. Vivix does not disclose personal information to third parties for their own direct marketing purposes. If you are a California resident and have questions about this, please contact us at legal@vivix.ai.

4. Effect of Addendum

This Addendum does not modify, supersede, or replace any arbitration, class action waiver, or jury trial waiver provisions already set forth in the Terms, which remain in full force and effect. In the event that any provision of this Addendum is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.