By using the Vivocha Services Vivocha and you agree as follows:
SOME DEFINITIONS
For purposes of simplicity, we have used some defined terms:?“Vivocha” means Vivocha, S.p.A. “We” and “us” also mean Vivocha (the company).
“Vivocha Services” means the digital platform operated by or on behalf of Vivocha (the company), including the website or other forms of access you can use, and all changes to that digital platform.
“You,” “Customer” and “User” mean the customer who own an account to use the Vivocha Services and all individual users who access the Vivocha Services through that account, whether authorised or not. If you are signing up for a legal entity such as a corporation (or LLC, limited partnership, etc.) then those terms refer to that legal entity. The individual signing up represents and warrants that it has the authority to bind the legal entity.
“Agreement” means this Terms of Use and all updates and revisions.
“Effective Date” means the date that this Agreement takes effect, which is the day that you sign the subscription agreement, if earlier, the date that you start using the Vivocha Services.
Other defined terms are in parentheses and/or quotes elsewhere in the Agreement.

Vivocha hereby grants you the non-exclusive and non-transferable right to access the Vivocha Services, the Vivocha Services Data and all others services or products made available by Vivocha through this digital access, in all cases solely for purposes authorized in this Agreement. Vivocha has the right to revoke this grant for reasons specified in this Agreement. Rights not expressly granted in this Agreement are reserved by Vivocha.

Connecting through the Vivocha Services. You may connect with and contact your users for your business purposes through the Vivocha Services, as long as such connections and/or contacts and/or your business do not violate this Agreement or applicable law.
Please remember that any data you collect through your access to the Vivocha Services may be subject to privacy and security laws in the jurisdictions where you use the data.
Vivocha also can use all or part of the Vivocha Services Data from time to time for certain purposes, among them troubleshooting and improving the Vivocha Services. In addition, Vivocha can “anonymize” those data and use them for its purposes.

License Restrictions
Customer agrees that it shall not:
(i) License, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make the Vivocha Services or any part of it available to any third party in any way without prior written authorization from an officer of Vivocha;
(ii) Modify or make derivative works based upon the Vivocha Services;
(iii) Reverse-engineer or otherwise replicate the Vivocha Services service for any reason (such as developing a competitive product), other than the purposes intended by Vivocha;
(iv) Use the Vivocha Services and/or the Vivocha Services Data in a manner that may violate any laws or give rise to a lawsuit; and/or
(v) Use the Vivocha Services and/or the Vivocha Services Data in a manner that (1) violates any term(s) of this Agreement; (2) is otherwise inconsistent with the general intent of this Agreement; and/or (3) that would violate Vivocha’s intellectual property rights.
For the sake of simplicity, “Vivocha Services Data” is considered part of the Vivocha Services in the remainder of this Agreement.
HOW TO OBTAIN ACCESS TO THE VIVOCHA SERVICES
You access the Vivocha Services by logging onto the website with your username and password. You are responsible for safeguarding your password. You agree not to disclose your password to any third party and to take sole responsibility for all activity through your Account, whether or not you have authorized such activities. You will immediately notify Vivocha of any unauthorized use of your Account. Remember: Every user of your Account must be at least 13 years old.
If you create sub-accounts, you will be responsible for all access to the Vivocha Services by users of such sub-accounts in strict compliance with the terms of this Agreement.
Your Responsibilities
In addition to your other responsibilities in this Agreement, you agree that:
• You will use the Vivocha Services solely for the purposes permitted under this Agreement and applicable laws and regulations.
• You bear full responsibility for all content of any type whatsoever that you create by using the Vivocha Services;
• Compatibility is your responsibility. This means that you are fully responsible for using equipment (including software) that is technically sufficient to access the Internet and the Worldwide Web and access and use the Vivocha Services and you aware of the risks connected with electronic data transmission.
FREE AND PAID ACCOUNTS
Users pay for Vivocha Services by subscribing or purchasing “subscriptions” based on the then-effective price list or a negotiated price.
Promotional Offers ?From time to time, Vivocha may provide promotional offers such as accounts that already include a certain number of users/interactions/modules for free or at a reduced price. Vivocha does not guarantee that any such promotional offers will be available.
Nonpayment ?Vivocha might suspend or terminate your access to your Account if you do not make payments as required (which depend upon which plan you choose) or if you use the Vivocha Services beyond the amount of users/interactions/modules that you have in your Account. Vivocha can also suspend or terminate any “free” Accounts or other promotional Accounts at any time and for any or no reason. Vivocha can take such actions without notice. Vivocha can also terminate or suspend your Account for other reasons explained elsewhere in this Agreement.
WHEN YOU CLOSE YOUR ACCOUNT ?When a subscription terminates or you can close your Account, you will still be responsible for the use of your Account until Vivocha actually closes the Account. The data in your Account might be retained for six months and a longer period if Vivocha believes that it is prudent to do so, or as specified in subsequent versions of its data use policy.
ACCESS TO YOUR ACCOUNT BY VIVOCHA ?Vivocha might have to access your Account for technical, administrative or security reasons and you hereby grant it the right to such access. Information obtained through such access will not be provided to third parties (other than Vivocha’s attorneys, if that is appropriate) unless Vivocha believes that it is necessary or appropriate to do so by law.

Vivocha can also suspend or terminate your access if it believes that: (i) continued access could mean an infringement of this Agreement; and/or (ii) this Agreement has been breached; and/or (iii) Vivocha or a third party could be subject to claims based on your access. When Vivocha terminates your Account that means that it has revoked the right it granted to you to access the Vivocha Services.
CHANGES IN THE VIVOCHA SERVICES
Vivocha can change the Vivocha Services at any time, such as adding or removing features or otherwise changing any other products and services. It is up to Vivocha to decide what is and is not part of what it provides.
DELIVERY OF THE VIVOCHA SERVICES
Maintenance Downtime
Vivocha has the right to conduct maintenance and make improvements on the Vivocha Services at any time. These actions may mean a temporary interruption in your access or lower system responsiveness. Vivocha will try to schedule this downtime to reduce interference but it may happen at any time.
Other Interruptions of Service
Access to the Vivocha Services depends upon systems that might not always work, such as network lines, Internet routers, your Internet access, equipment problems or even limited access to facilities. These factors may arise for any number of reasons, including design or operational failures, natural disasters, labor or government actions or civil disturbances. Vivocha will not be responsible for any problems with the Vivocha Services in these and similar cases and will not be responsible for any direct or indirect damages, costs or lost profits or other such injuries.
Compatibility
Vivocha does not provide any assurances of the compatibility of the Vivocha Services with any hardware, software, networks or other equipment, whether it is yours or it is part of the network used to connect through the Internet or other digital networks. You bear the consequences of your choices of hardware, software, etc.
THIRD PARTY SITES, CONTENT, ETC.
You might be able to reach digital content of third parties through the Vivocha website. Vivocha makes no representation or warranties at all about those third parties or what they have to offer.
You understand that the Vivocha Services acts only as a technical interface between users. Vivocha does not verify the qualifications of users, nor does it evaluate or control exchanges. Vivocha does not assume responsibility for the accuracy, completeness, safety, reliability, timeliness, innocuousness, legality or applicability of anything said, written, posted, displayed or otherwise made available by any user.
Although Vivocha does not monitor content, it has the right to remove it content at any time without notice.
INTERNATIONAL USE
Vivocha is based in Italy, but some of its data centers might be elsewhere in the world. You understand that access to the Vivocha Services may result in trans-border data transmission.

Customer agrees that it shall not:
(i) License, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make the Vivocha Services or any part of it available to any third party in any way without prior written authorization from an officer of Vivocha;
(ii) Modify or make derivative works based upon the Vivocha Services;
(iii) Reverse-engineer or otherwise replicate the Vivocha Services service for any reason (such as developing a competitive product), other than the purposes intended by Vivocha;
(iv) Use the Vivocha Services and/or the Vivocha Services Data in a manner that may violate any laws or give rise to a lawsuit; and/or
(v) Use the Vivocha Services and/or the Vivocha Services Data in a manner that (1) violates any term(s) of this Agreement; (2) is otherwise inconsistent with the general intent of this Agreement; and/or (3) that would violate Vivocha’s intellectual property rights.
For the sake of simplicity, “Vivocha Services Data” is considered part of the Vivocha Services in the remainder of this Agreement.

BUSINESS USES: INDEMNIFICATION
If you are using the Vivocha Services on behalf of a business, that business will hold harmless and indemnify Vivocha and its affiliates, officers, agents, and employees from any claim, suit or action arising from or related to the use of the Vivocha Services or violation of these terms, including any liability or expense arising from claims, losses, damages, suits, judgments, litigation costs and attorneys’ fees.
INTELLECTUAL PROPERTY RIGHTS
Vivocha grants you limited right of access. This means that your access to the Vivocha Services does not give you ownership of any intellectual property rights.
Vivocha owns all rights in and to all of its intellectual property. This includes not only the code of the Vivocha Services, the Vivocha Services Data, the website itself and its underlying code, but also the trademarks, logos, other marks, names and other branding features (collectively “Vivocha Intellectual Property”).
You will not (i) apply for registration of any or all Vivocha Intellectual Property (or any marks or features confusingly similar) anywhere in the world; (ii) alter, modify or change any Vivocha Intellectual Property; and/or (iii) use any of the Vivocha Intellectual Property, except as expressly authorized in this Agreement or with the prior written approval of an authorized officer of Vivocha.
Please note that this means that you cannot remove or alter any Vivocha trademarks or other marks or content in any Vivocha widget or app.
REPRESENTATIONS
WE PROVIDE THE VIVOCHA SERVICES “AS IS.” THIS MEANS THAT WE DO NOT MAKE ANY SPECIFIC PROMISES ABOUT THE SERVICES. FOR EXAMPLE, WE DISCLAIM THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. TO THE EXTENT PERMITTED BY LAW, WE EXCLUDE ALL WARRANTIES.
DISCLAIMERS
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE VIVOCHA SERVICES REMAINS WITH YOU.
NEITHER VIVOCHA NOR ANY PARTY RELATED TO OR AFFILIATED WITH IT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL), OR FOR THE COST OF PROCURING SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE VIVOCHA SERVICE AND/OR THE WEB VISITOR DATA, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT VIVOCHA HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
IN NO EVENT WILL VIVOCHA’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE VIVOCHA SERVICES EXCEED FIVE HUNDRED EURO (€500). THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN VIVOCHA AND YOU.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH CASES, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.
CHANGES TO THIS AGREEMENT
Vivocha will post any changes to this Agreement as a new agreement on the Vivocha Website. At that point, you will have the opportunity to accept the changes and use the Vivocha Services or reject the changes and stop your use. The new agreement will only affect your use of the Vivocha Services after the effective date of that new agreement.
If you want to make changes to these terms, then email us to discuss them. Your access to the Vivocha Services remains governed by this Agreement until Vivocha and you have signed a written agreement incorporating any changes. Please see the “Governing Agreement” section below for more details.
DISPUTE RESOLUTION
This Agreement is construed and governed by the laws of Italy. All disputes arising out of or related to this Agreement, including those related to its validity, performance, interpretation, expiration or termination, shall be settled by arbitration under the Rules of the Chamber of Arbitration of Milano, Italy, by a sole arbitrator, appointed in accordance the Rules, which are deemed to be incorporated by reference into this clause. The sole arbitrator shall decide according to the rules of law of Italy, the arbitration will take place in Milano, Italy and the language of the arbitration shall be Italian. All disputes, controversy or differences which may arise out or in connection with or in relation to this Agreement and which, due to their particular nature, may not be subject of arbitration, shall be submitted to the exclusive jurisdiction of the courts of Italy and the exclusive competence of the courts of Milan. The Parties hereby disclaim the application of the United Nations Convention on the Sake of Goods.
COSTS AND EXPENSES
If Vivocha incurs any costs (including attorneys’ fees) in collecting amounts owed by you or in complying with a legal order arising from your activities, then you shall be obligated to reimburse Vivocha for all such costs.
GOVERNING AGREEMENT
This Agreement is the entire agreement between Vivocha and you relating to access to the Vivocha Services. It does not matter what someone at Vivocha tells you or writes you or they have told you or written to you in the past: If it is not in this Agreement, then it does not apply.
There are two exceptions to this statement. First, if Vivocha and you have signed a “services” agreement or “service order.” This Agreement only affects that agreement to the extent that this Agreement relates to the digital platform. Second, the terms of this Agreement are amended and modified if Vivocha and you sign a separate written agreement that expressly states that it changes the terms of this Agreement. An exchange of emails does not constitute a written agreement.
OTHER RELEVANT TERMS
These terms control Vivocha’s relationship with you. This Agreement does not create what are called “third party beneficiary rights.”
If Vivocha does not do anything when you do something that violates this Agreement, that inaction does not mean that Vivocha permits that action or that it has given up any rights it may have arising from this Agreement or elsewhere.
A court’s decision that some terms are not enforceable does not mean that the other terms are affected.
Regardless of any statute or law to the contrary, any cause of action by you (or a third party) arising out of or related to your use of the Vivocha Services (including this Agreement) must be filed within one (1) year after the event giving rise to such cause of action or be forever barred.
All headings are for convenience only and have no legal or contractual effect.
If you have any questions or comments about this Agreement, please contact Vivocha at sales@vivocha.com