This Agreement is a legally binding contract between Growithis, Inc. d/b/a Viabi (“we”, “us”, or “our”) and you, the person visiting the Site or accessing and using Service (referred to throughout this Agreement as “you” “your”, “yours” or “yourself”). Whether you do so as an account holding user or as a guest, by either clicking to accept this Agreement or by accessing or using the Site, you acknowledge that you have read and understood this Agreement and agree to be bound by its terms. If you are accepting this Agreement on behalf of a corporation or other legal entity, you represent and warrant that you have the necessary power and authority to enter into this Agreement on behalf of such entity and bind it to these terms. If you do not agree to be bound by the terms of this Agreement, you must not click that you accept or access or use the Service.
Access to and Use of the Service.
A NOTE ABOUT CUSTOMERS.
Some customers use our Service for their own, personal purposes and some use them for business purposes as part of their work. If you are entering this Agreement in order to use the Service for the purpose of conducting your organization’s business, then all references to “you,” “your,” “yours,” and “yourself” mean the organization that you represent. If you will be using the service for your own personal purposes, then all references to “you,” “your”, “yours” and “yourself” mean you, as an individual.
DESCRIPTION OF OUR SERVICE.
The Site also includes any associated mobile websites, applications, email notifications and correspondence, or other informational sites owned and operated by Growithis, Inc. Subject to the restrictions on use set forth in this Agreement, you may use the Service to:
You may not use the Service if you are under eighteen (18) years of age. By accessing the Service, you represent and warrant that you have the right, authority and capacity to enter into the Terms and to abide by all of the terms and conditions set forth in the Terms. If you elect to use Service in connection with your employment or your work for a third party, you also represent and warrant that you have all right, authority, permission and third party approvals necessary to allow the Service to record and process your business information to the extent such information is proprietary to such employer or third party.
EQUIPMENT & RELATED CHARGES.
You are solely responsible and liable for any bandwidth issues or hardware incompatibility that result from your access and use of the Service via your computer or mobile device. You acknowledge that third party terms and fees may apply to the use and operation of your mobile devices in connection with your access and use of the Service, such as your carrier’s terms of service, and fees for phone service, data access, or messaging capabilities, and that you are solely responsible for payment of any and all such fees.
Conditions of Use.
You and your users are responsible for any information provided during your interaction with Viabi that may illegal or unlawful to third parties.
You and your meeting guests may not use the Service to record and process meeting discussion that:
Viabi and Growithis Inc reserve the right to investigate and take appropriate legal action in its sole discretion against anyone who violates these rules, including without limitation, terminating the Viabi and Growithis Inc accounts of violators or blocking one’s access and use of the Service. Viabi does not control the discussion, and does not guarantee the accuracy, integrity or quality of the service, including with respect to unintelligible portions of a discussions that Viabi endeavors to clarify and make intelligible. Under no circumstances will Viabi and Growithis Inc be liable in any way whatsoever for the record or any other registered information in the users account. If there should arise a dispute between you and any other user of the Service, Viabi and Growithis Inc are under no obligation to become involved but reserves the right to monitor any such disputes at its sole discretion.
CONDITIONS TO TRANSMITTING INFORMATION VIA THE SERVICE.
By accessing and using the Service, you represent and warrant that you have the right to provide Viabi with, and for Viabi to store, transmit, and process (as described in this Agreement), all data and information provided by you and your guests when you use the Service. By accessing and using the Service, you and your guests also acknowledge and agree that:
Unless otherwise expressly authorized by Viabi and in general by Growithis Inc, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer or transmit for any commercial purposes, any portion of the Service, use of the Service or access to the Service.
FEES & CANCELLATION.
At the conclusion of any applicable free trial period for the Service, you will be required to select a payment plan and provide us with your credit card and associated personal information, and you agree to keep this billing information up-to-date in your Viabi services account. You hereby authorize Viabi and thus Growihtis Inc to bill your credit card in advance on a periodic basis as required under your payment plan until you terminate your Viabi services account, and you further agree to pay any charges so incurred. If you dispute any charges you must let Viabi know within fifteen (15) days after the date that Viabi’s fee is billed to your credit card. We reserve the right to change Viabi’s payment plans and fees and in such event will notify you of such plan and/or fee change on the Site and/or in an email sent to you (at the last email address we have for you in Viabi’s records) at least 30 days before the change is to take effect. Your continued use of the Service after the fee change becomes effective constitutes your agreement to pay the changed fee. Unless otherwise stated in the Agreement, all fees paid are non-refundable and obligations to pay are non-cancellable.
Until your Viabi services account is terminated, your Service subscription (in accordance with the payment plan you selected) will automatically renew and your payment will be deducted in advance of the period set under your payment plan. If you terminate your account in accordance with these Terms of Service before Viabi processes your payment for a given payment cycle, then you will not be charged for the next payment. Viabi and thus Growithis Inc does not offer refunds or credits for partial periods of service or unused periods.
The fees payable under these Terms of Service are exclusive of any sales, use, excise, value added, import, or other applicable taxes, tariffs or duties (“Taxes”). You are solely responsible for payment of all Taxes except for any taxes based solely on Viabi’s net income. If you are required to pay any Taxes, you will pay such Taxes with no reduction or offset in the fees payable to Viabi under these Terms of Service. If Viabi has the legal obligation to pay or collect Taxes for which you are responsible, you agree to pay such Taxes and that we may charge your payment instrument for the same.
Intellectual Property Rights & Licenses.
Viabi INTELLECTUAL PROPERTY.
Viabi and/or its third party licensors own all right, title, and interest in and to the Viabi software, content, visual interfaces, interactive features, information, graphics, design, compilation, computer code, names, logos, algorithms, and all other elements of the Service (collectively, the “Viabi Materials”), including all all updates, upgrades, fixes, and any other modifications made to the Viabi Materials and all derivative works thereof and intellectual property rights throughout the Universe therein. Viabi reserves all rights not expressly granted in these Terms of Service. You shall not acquire any right, title or interest to the Viabi Materials, whether by implication, estoppel, or otherwise, except for the limited rights set forth in these Terms of Service. Accordingly, you agree not to copy, modify, create a derivative work of, disassemble, decompile or otherwise reverse engineer any components of the Viabi Materials, in whole or in part, or permit or authorize a third party to do so, except to the extent such activities are expressly permitted by law notwithstanding this prohibition. All goodwill generated from the use of Viabi Materials will inure to Viabi’s exclusive benefit.
As discussed throughout these Terms of Service, our Service includes artificial intelligence that learns over time by using the data and parameters provided to the Service, including Your Data (as defined below) and data shared by our other customers, to discover and generate new correlations and relationships (i.e. deep learning) related to processing information (“Correlations”). These Correlations are not specific to Your Data and will never include information that identifies you or your personnel (as a customer of ours or otherwise). As such, while you will always own Your Data (as described below), you agree that we will own all right, title, and interest in and to the Correlations developed by our Service. Similarly, you agree that, notwithstanding anything else to the contrary in the Agreement, we will also be free to use any General Knowledge that results from access to or work with Your Data. For the purposes of this Agreement, the term “General Knowledge” means information, ideas, concepts, know-how, techniques and/or skills of a general nature that are retained in the minds of Our employees as a result of providing the Service to you. General Knowledge will never include the confidential information related to your entreprise.
You understand and agrees that Viabi will also collect aggregated and/or anonymized data related to and/or as a result of your use of the Service (“Usage Data”). Viabi will never disclose your personal, identifying information of or its users as part of its use of the Usage Data. Notwithstanding anything else to the contrary, Viabi will retain all right, title and interest in and to the Usage Data.
YOUR OWNERSHIP AND LICENSE TO VIABI.
You own all right, title, and interest in and to your data that you or your guests provide directly to the Service (“Your Data”), any Word Cloud Summary, and any Voice Notes. To capture a Record and generate a Word Cloud Summary and Voice Notes, our Service use proprietary software, algorithms and an artificial intelligence engine to process the information you and your guests make accessible to Viabi. Accordingly, in order for us to provide the Service, you grant Viabi a royalty-free, non-exclusive, irrevocable (for so long as your Viabi account remains in good standing), worldwide, sublicensable license and right to: (1) record, store, process, display, modify, index, perform, create derivative analytics and outputs for your use, and transmit Customer Information to sub-processors, including the discussion in whole or in part between you and the service; (2) analyze and process the Record in an attempt to clarify or correct any voice note that is difficult to transcribe; (3) process the Record to generate a Word Cloud Summary and voice notes; (4) store, retain, make accessible, transmit, and transfer information (including your and your guests’ information) required to provide the Service to you; and (5) sublicense these rights to third parties with which Viabi has contractual service provider relationships for the purpose of providing the Service.
LIMITED LICENSE TO YOU.
Conditioned upon your compliance with the terms and conditions of the Agreement, Viabi hereby grants to you a limited, revocable, non-exclusive, personal, non-sublicensable, non-transferable license to access and use the Service for your personal use on a device owned or controlled by you. Upon termination of your Viabi service account, all license and other rights granted to you in these Terms of Service will immediately cease. Subject to the Agreement, any applicable restrictions of your employer or other third party having any rights to the meeting information you have made accessible to the Service, and applicable law, you are authorized and entitled to share with your guests the Record, Word Cloud Summary generated by and delivered via the Service, at your discretion.
NOTICE OF COPYRIGHT INFRINGEMENT.
If you are a copyright owner who believes your copyrighted material has been reproduced, posted or distributed via the Service in a manner that constitutes copyright infringement, please inform our designated copyright agent by sending written notice by e-mail to:firstname.lastname@example.org
Please include the following information in your written notice: (1) a detailed description of the copyrighted work that is allegedly infringed upon; (2) a description of the location of the allegedly infringing material in the Service, with enough detail to enable us to find it in the Service; (3) your contact information, including your name, address, telephone number, and, if available, e-mail address; (4) a statement by you indicating that you have a good-faith belief that the allegedly infringing use is not authorized by the copyright owner, its agent or the law; (5) a statement by you, made under penalty of perjury, affirming that the information in your notice is accurate and that you are authorized to act on the copyright owner’s behalf; and (6) an electronic or physical signature of the copyright owner or someone authorized on the owner’s behalf to assert infringement of copyright and to submit the statement. Any notice to Viabi claiming copyright infringement that does not comply with the requirements of this provision will not receive a response.
MODIFICATION OF THE AGREEMENT.
Viabi reserves the right to modify and/or change any of the terms and conditions of the Agreement or any other policies appearing on the Site at any time and without prior notice. If Viabi materially modifies the Agreement, it will make reasonable efforts to notify you of the change. For example, we may send a message to your last email address in our files, or generate a notification when you access the Service for the first time after such material changes are made. By continuing to use and access any part of the Service after Viabi has posted a modification of the Terms, you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, your only recourse is to discontinue the use of and access to the Service. The Terms will also govern any upgrades and/or updates provided by Viabi that upgrade and/or supplement the Service, unless such upgrades and/or updates are accompanied by a separate license, in which case the terms of that separate license will apply.
TERM AND TERMINATION.
The Agreement begins on the date you accept it or the date you start using the Site or the Service and will remain in effect until terminated.
If you are using the Site or the Service free of charge, (a) you may terminate the Agreement by simply discontinuing your use of all parts of the Service at any time; and (b) Viabi may terminate your access to and use of the Service and/or the Agreement, and block, remove or discard Your Data at any time for any reason.
If you have purchased a subscription to the Service and would like to cancel your subscription, you must give notice of your intent to terminate by contacting Viabi at least thirty (30) days prior to the end of your then-current subscription period. Once you give such notice, your subscription will automatically terminate at the end of your then-current subscription period and no further amounts will be charged to you. We may also choose not to renew your subscription and terminate your access to and use of the Service at the end of any subscription period. For the avoidance of doubt, you are responsible for paying for your subscription up to the date of termination of the Agreement.
Without prejudice to any other rights or remedies which the parties may have, either party may terminate the Agreement without liability to the other immediately on giving written notice to the other if the other party materially breaches the Agreement and does not cure such breach within thirty (30) days of written notice thereof. Notwithstanding the foregoing, we may immediately terminate the Agreement and your license to access and use the Service if you breach any of the conditions of use set forth in these Terms of Service.
Upon any termination of the Agreement all rights and licenses granted to you hereunder will immediately terminate. We have no obligation to provide, keep, or store your data following termination of the Agreement.
The sections of these Terms of Service entitled “Intellectual Property Rights & Licenses”, “Term and Termination”, “Warranty Disclaimer” and “Limitation of Liability”, “Indemnification and Release”, “Dispute Resolution” and “Miscellaneous” shall survive any termination of the Agreement.
THE SERVICE IS PROVIDED ON AN “AS IS” BASIS “WITH ALL FAULTS” AND “AS AVAILABLE”, WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Viabi DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, QUALITY, AND NONINFRINGEMENT. Viabi EXPRESSLY DISCLAIMS ANY WARRANTIES OF ANY KIND WITH RESPECT TO (1) THE ACCURACY, VALIDITY, OR COMPLETENESS OF ANY MEETING INFORMATION OR FEATURES MADE AVAILABLE THROUGH THE SERVICE, (2) THE QUALITY OR CONSISTENCY OF THE SERVICE, (3) THE SERVICE BEING UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, OR (4) THE ACCURACY OR RELIABILITY OF THE MEETING RECORDS, WORD CLOUD SUMMARIES AND VOICE NOTES GENERATED THROUGH THE SERVICE.
LIMITATION OF LIABILITY.
UNDER NO CIRCUMSTANCES WILL Viabi, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR LICENSORS BE LIABLE TO YOU OR ANYONE ELSE FOR ANY LOSS OR INJURY OR ANY DIRECT, INDIRECT, SPECIAL OR OTHER CONSEQUENTIAL DAMAGES (EVEN IF Viabi HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY) ARISING OUT OF OR IN CONNECTION WITH: (1) YOUR ACCESS OR USE OF, OR INABILITY TO ACCESS OR USE, THE SERVICE AND ANY MEETING INFORMATION AVAILABLE THEREON; (2) AUTHORIZED OR UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR RECORDS, WORD CLOUD SUMMARIES; (3) STATEMENTS OR CONDUCT OF ANY THIRD PARTY (INCLUDING YOUR GUESTS) ON THE SERVICE; OR (4) ANY OTHER MATTER RELATING TO THE SERVICE. IN NO EVENT WILL Viabi’S TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO YOUR USE OF THE SERVICE, WHETHER IN CONTRACT OR TORT, EXCEED THE FEES YOU HAVE PAID TO Viabi IN THE LAST SIX (6) MONTHS, OR, IF GREATER ONE HUNDRED DOLLARS ($100.00). Some states do not allow the exclusion or limitation of incidental or consequential damages, so some of the above limitations or exclusions may not apply to you.
INDEMNIFICATION AND RELEASE.
To the maximum extent permitted by law, you agree to release, defend, indemnify and hold Viabi and its affiliates, officers, directors, employees, agents, and licensors harmless from any and all claims, suits, losses, liability, costs or expenses (including, but not limited to reasonable attorney’s fees) arising from or incurred as a result of your access to and use of the Service and any meeting content, any breach by you of the Agreement, or your violation of any rights of another. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.
PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS IN THE EVENT OF ANY DISPUTE BETWEEN YOU AND Viabi.
By using the Site and accessing or using the Service, you agree that the laws of the State of California excluding that state’s choice-of-law principles will govern the Agreement, the breach thereof, and any dispute of any sort that might arise between you and Viabi, whether sounding in contract, tort or otherwise.
YOU ALSO AGREE THAT BY VISITING AND USING THIS SITE, YOU ARE BOUND TO THESE DISPUTE RESOLUTION TERMS AND YOU AND VIABI ARE BOTH WAIVING THE RIGHT TO TRIAL BY JURY. YOU AND VIABI AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION; CLASS ACTIONS ARE NOT PERMITTED.
All disputes arising out of or in connection with the present contract shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by three arbitrator. The seat of the arbitration shall be in the State of California unless otherwise decided by Growithis Inc. The law of the seat shall have no consequences over the proceedings of the arbitration.
Viabi provides the Service to you on the condition that you accept binding arbitration and the dispute resolution provisions in this Dispute Resolution provision, so if you initiate any claim against Viabi. In any other manner, you shall be in violation of the Agreement and you agree that Viabi shall be entitled to have such action dismissed or otherwise terminated and you agree to reimburse Viabi for its reasonable costs incurred in defending against such improperly initiated claim.
YOU MUST COMMENCE A FORMAL ARBITRATION PROCEEDING PURSUANT TO THE AGREEMENT WITHIN TWELVE (12) MONTHS AFTER THE DATE ANY SUCH CLAIM ARISES; FAILURE TO DO SO WITHIN THAT TWELVE-MONTH PERIOD SHALL BE DEEMED AN IRREVOCABLE WAIVER BY YOU OF ANY RIGHTS YOU MAY HAVE PURSUANT TO THE AGREEMENT WITH RESPECT TO ANY CLAIM YOU MAY HAVE (AND ANY SUCH CLAIM SHALL BE PERMANENTLY BARRED). This provision barring claims older than twelve months shall be deemed to constitute a separate written legally binding agreement by and between you and Growhithis Inc and thus Viabi.
YOUR SUGGESTIONS AND IDEAS.
LINKS TO THIRD PARTY WEB SITES.
Throughout the Site, we sometimes provide links to web sites maintained by third parties. Our linking to such third-party web sites does not imply an endorsement, guarantee, approval or sponsorship of such web sites, or the information, products or services offered on or through such web sites. Nor do we warrant that these web sites will not contain viruses or otherwise impact your computer or mobile device. In addition, we do not operate or control in any respect any information, products or services that third parties may provide on or through the web sites linked to by us on the Site. You should direct any concerns regarding any externally linked web site to its site administrator or webmaster.
NOTICE FOR CALIFORNIA USERS AND CALIFORNIA CIVIL CODE SECTION 1789.3 COMPLIANCE.
When the Site charges you for our Service, pricing information will be posted as part of the ordering process. The Complaint Assistance Unit of the Division of Consumer Service of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254. You may contact us at support@Growihtis.com.
CONTACTING US AND VIOLATIONS OF THE AGREEMENT.
Please contact us by email to email@example.com. Please report any violations of the Agreement.
(1) The Agreement and all the policies referenced herein constitute the entire agreement between Viabi and you concerning the subject matter hereof and thereof, and it may only be modified by a written amendment signed by an authorized officer of Viabi. Notwithstanding the foregoing, you agree that we may revise and update this Agreement from time to time; all changes or updates to the Agreement are effective immediately when we post them and will apply to your access to and use of the Service after such date.
(2) The section titles in these Terms of Service are provided solely for convenience and have no legal or contractual significance.
(3) The Agreement shall be governed by and interpreted under the laws of the State of California regardless of your country of origin or where you access and use the Service, and without regard to its conflicts of laws provisions or the United Nations Convention for the International Sale of Goods.
(4) The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.
(5) If for any reason a court of competent jurisdiction finds any provision of the Agreement or portion thereof, to be unlawful, void or unenforceable, that provision of the Agreement shall be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remainder of the Agreement shall continue in full force and effect.
(6) You may not assign your rights under the Agreement to any party without Growihtis Inc’s consent.
(7) Growithis Inc may assign its rights under the Agreement, in whole or in part, at any time without notice to you.
Published on 06/16/2019.
© 2019 Growithis, Inc. All rights reserved.