Effective as of March 3, 2021
Welcome to Conviva!
To access and use the Services, you must have initially registered by creating a user profile, during which you accepted these Terms. Your continued use of, and access and use on each subsequent visit to, the Services constitutes continuing agreement to these Terms as they may be revised from time to time. If you are using the Services on behalf of an organization, you are agreeing to these Terms for that organization and promising to Conviva that you have the authority to bind that organization to these Terms (in which event, "you" and "your" will refer to that organization) unless that organization has a separate binding contract in effect with Conviva, in which event the terms of that contract will govern your use of the Services.
We reserve the right to modify these Terms. We will post the most current version of these Terms on Conviva’s Web portal known as Pulse (“Pulse”) or you can also access them at https://pulse.conviva.com/legal/#terms. If we make material changes to these Terms, we will post the updated version of the Terms in Pulse and at the above link. If you do not accept the changes, you must stop using the Services. Your continued use of the Services after we publish our changes to these Terms means that you are consenting to the updated terms.
By registering with Conviva or signing up for the Services, you understand that we may send you (including via email) information regarding the Services, such as: (a) notices about your use of the Services, including notices of violations of use; (b) updates to the Services and new features or products; and (c) promotional information and materials regarding Conviva’s products and services. If you do not wish to receive promotion information, please contact Conviva at email@example.com. Notices emailed to you will be considered given and received when the email is sent. If you don't consent to receive notices (other than promotional materials) electronically, you must stop using the Services.
To access certain Services including the Insights Services (as defined below), you must have been invited by Conviva or your company’s administrative lead(s), or if solely accessing Conviva’s Developer Community, you can initiate your registration by visiting https://community.conviva.com/dpRegister/create. Conviva will initially set up the applicable company administrative lead(s) (each, an “Admin User”). If accessing Insights Services, multiple Admin Users may be set up, the identity and number of which depend on the needs of the Customer and its video player configurations. Such Admin User(s) may then designate and invite regular users to use the Insights Services (Admin Users and regular users are referred to collectively and individually as “User” unless specified otherwise).
When registering for any of our Services, you must create a User profile and establish User credentials to access and use the Services. Your credentials consist of a User ID (“UID”), which must be the fixed business email address included in the authorization and/or invitation, and a password (together “registration” and “credentials”).
User login credentials and requirements:
a. To access and use certain of the Services, called the “Insights Services”, which includes but is not limited to Experience Insights, Precision, Experience Benchmarks, Ad Insights, Content Insights and other Insights Services, you must be personnel of a current or prospective customer with Conviva’s authorization to access the Insights Services. The Insights Services may be accessed through Pulse.
b. Social Insights Services. Social Insights Service is an analytics solution that provides consumption and audience intelligence for video playback on social platforms. Through API calls to social platforms (including Facebook, Instagram, YouTube, Twitter and Snapchat), metrics and metadata are obtained regarding videos posted by you on these social platforms. If you register for a Social Insights Services account, you will have the ability to authenticate one or more of your social accounts (each, a “Social Account”). This will enable Conviva to import data from the Social Account(s) in order to analyze and add certain metrics and to deliver the Social Insights Services. At all times, you shall remain responsible for complying with the terms of service and other policies of the Social Account. Authentication is necessary to provide the Social Insights Services. If your Social Account is not authenticated or for any reason your Social Account is terminated, suspended or inoperable, then Conviva will be unable to provide you with the Social Insights Services, for which Conviva bears no responsibility. You shall remain the owner of the data transferred from your authenticated Social Account(s) (“User Content”), and you hereby grant Conviva a worldwide, non-exclusive, perpetual, transferable, royalty-free and sublicensable right and license to use, copy, distribute, prepare derivative works of, modify, transfer and publish the User Content, in whole or in part, to provide you with the Social Insights Services and to use anonymized and aggregated aspects of the User Content, such that you are not identified or identifiable, to provide industry-level research and benchmark data across pre-defined industry categories. The rights you grant in this section, including the license, survive the termination of this Agreement and your use of the Social Insights Services.
The Services include access to: (a) Conviva’s Developer Community (“Developer Community”), which is an online resource containing Conviva proprietary materials and information to assist authorized parties with integrating, and validating integrations of, video players with the Insights Services; and (b) Conviva’s Developer Tools (“Developer Tools”), which is an online resource containing software tools and other applications used for integrating, and validating integrations of, video players with the Insights Services. You may access and use the Developer Community and the Developer Tools, including all of the materials, software and information contained or located therein, solely for the purposes of performing or supporting the integration or validation of Conviva technology with the video player(s) of a current or prospective Conviva customer or a Conviva-authorized business development partner. You may also be granted registration, access and use rights as either personnel of an authorized third-party developer, or personnel of a current or prospective Conviva customer.
So that Conviva may test and validate that the video players in your device applications have been integrated with the Services (“Device Applications”), you may be required to provide to Conviva sample Device Applications or access thereto. In such case, you grant Conviva a limited, non-exclusive, fully-paid, royalty-free, worldwide, non-transferable license to use the sample Device Applications for the purposes of testing and validating that the video player(s) included in those Device Applications have been properly integrated with the Services.
If you have entered into a Customer Agreement or similar agreement for Conviva’s products and services (“Customer Agreement”)”), then your use of the Services shall be governed by and subject to the Customer Agreement (in addition to the other sections of these Terms) and this Section 6 shall not apply to you. If you have not entered into a Customer Agreement, then your use of the Services shall be governed by and subject to this Section 6 (in addition to the other sections of these Terms).
The Services, including but not limited to all the materials, Developer Tools, software, statistics, documentation, white papers and other information and resources made available or included in, resulting from or calculated by the Services (collectively, “Licensed Materials”) are the proprietary and confidential information of Conviva and/or its licensors. Conviva hereby grants to you a limited, personal, non-exclusive, fully-paid, royalty-free, worldwide, non-assignable, non-transferable license, without the right to sublicense, to use the Licensed Materials for the time period determined or indicated by Conviva, subject to the following:
THE SERVICES AND CONVIVA CONFIDENTIAL INFORMATION, INCLUDING WITHOUT LIMITATION THE LICENSED MATERIALS, ARE PROVIDED "AS IS" AND CONVIVA MAKES NO WARRANTY EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, REGARDING THE SAME AND SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR THOSE ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE.
CONVIVA'S TOTAL LIABILITY FOR DIRECT DAMAGES ARISING OUT OF OR RELATING TO THESE TERMS AND YOUR ACCESS TO AND USE OF THE SERVICES AND CONVIVA CONFIDENTIAL INFORMATION, INCLUDING WITHOUT LIMITATION THE LICENSED MATERIALS, SHALL NOT EXCEED ONE THOUSAND US DOLLARS ($1,000). NOTWITHSTANDING THE FOREGOING, IF YOU USE OUR SERVICES ON A FREE TRIAL BASIS, THEN CONVIVA’S TOTAL LIABILITY FOR DIRECT DAMAGES ARISING OUT OF OR RELATING TO THESE TERMS AND YOUR ACCESS TO AND USE OF THE FREE TRIAL SERVICES SHALL NOT EXCEED ONE HUNDRED US DOLLARS ($100). UNDER NO CIRCUMSTANCES SHALL CONVIVA BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING IN ANY WAY OUT OF THESE TERMS OR YOUR ACCESS TO OR USE OF THE SERVICES OR CONVIVA CONFIDENTIAL INFORMATION, INCLUDING WITHOUT LIMITATION THE LICENSED MATERIALS, HOWEVER CAUSED, WHETHER ARISING UNDER A THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE OR OTHERWISE), INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF DATA, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES.
As mentioned in Section 3 above, Conviva reserves the right to terminate any and all of the Services, and the license to any and all of the Licensed Materials, provided to you or anyone else under these Terms at any time for any or no reason and shall give you notice thereof. In addition, Conviva also reserves the right to suspend or terminate the program under which it provides any or all of the Services and/or Licensed Materials generally to its customers and/or licensees for any or no reason. Upon termination, you shall, at Conviva’s discretion, destroy or return to Conviva all Licensed Materials and other Conviva confidential information, including all copies thereof, whether in written or other tangible form, provided to you pursuant to these Terms. You shall provide Conviva with written notice of such return or destruction within thirty (30) days following any such termination.
All contents of the Services, including but not limited to the logo, design, text, libraries, software development kits, software, configurations, graphics, Licensed Materials, other files, and their selection and arrangement and any related pricing information, are the confidential information of Conviva and belong to Conviva and/or its suppliers, affiliates, or licensors. Conviva or its licensors own and reserve all right, title and interest in and to the Services and all hardware, software and other items used to provide the Services, other than the rights we expressly grant to you to use the Services and Conviva confidential information. No title to or ownership of any proprietary rights related to the Services or Conviva confidential information is transferred to you pursuant to these Terms. You acknowledge and agree that any misuse of the Services or Conviva confidential information shall be deemed a material breach hereof. If you provide comments, suggestions and recommendations to Conviva about a Service (e.g., modifications, enhancements, improvements) (collectively, “Feedback”), you are automatically assigning this Feedback to Conviva.
You agree you will not, nor will you encourage others or assist others, to harm the Services or use the Services to harm or harass others. For example, you must not use the Services to harm, threaten, or harass another person, organization or Conviva and/or to build a similar service or website. You must not: (a) damage, disable, overburden, or impair the Service (or any network connected to the Services); (b) resell or redistribute the Services or any part of it; (c) use any unauthorized means to modify, reroute, or gain access to the Services or attempt to carry out these activities; (d) use any automated process or service (such as a bot, a spider, or periodic caching of information stored by Conviva) to access or use the Services; (e) use the Services beyond the features allocation and amounts provided in that Service or in violation of our fair use policy; or (f) use the Services to violate any law or distribute malware.
As part of our efforts to protect the Services, protect our customers, or to stop you from breaching these Terms, we reserve the right to block or otherwise prevent you from using the Services if we reasonably suspect that fraud, corporate espionage or other unauthorized access or use is associated with your Conviva account or use of the Services, for any reason, whether or not due to your fault.
If you collect, access or view Personal Information through your use of the Services, you acknowledge and agree that you are responsible for treating all Personal Information consistent with Data Protection Laws. Through the use of the Services, you also acknowledge and agree that you will not share or disclose Personal Information for any purpose other than the purpose for which the Services are intended and that you have obtained all necessary consents and authorizations to allow Conviva to collect, process and store Personal Information.
b. Additional terms for the United Kingdom or EU Country Members
If Conviva processes Personal Information on your behalf for purposes of you receiving Services, as between you and Conviva, you are the data controller and Conviva is the data processor in relation to the processing of any such Personal Information. Conviva shall: (i) only process Personal Information for the duration of the Agreement; (ii) only process Personal Information on your behalf to provide the Services; (iii) only process Personal Information on and in accordance with your instructions and as set forth in this Agreement; (iv) keep Personal Information confidential and ensure that appropriate technical and organizational measures are taken to protect against the accidental, unauthorized or unlawful destruction, loss, alteration, access or disclosure of such Personal Information; (v) not transfer Personal Information outside the European Economic Area (“EEA”) to countries whose laws the European Union has acknowledged do not ensure an adequate level of data privacy protection, without your prior written consent; (vi) not transfer Personal Information outside the United Kingdom to countries whose laws the United Kingdom has acknowledged do not ensure an adequate level of data privacy protection, without your prior written consent; (vii) delete or return the Personal Information according to your instructions (except to the extent that Conviva is required to continue to store the Personal Information); (viii) ensure that all its personnel who have access to Personal Information are subject to obligations of confidentiality when processing such Personal Information; (ix) promptly inform you if any Personal Information is (while within the Conviva’s possession or control) subject to a Personal Information breach (as defined in the Data Protection Laws); (x) provide you and any DP Regulator all information and assistance necessary to demonstrate compliance with the obligations in this Agreement; and (xi) permit your chosen independent auditor (at your sole cost) to access any relevant premises, personnel or records of Conviva on no less than 30 days prior written notice to audit and verify compliance with Conviva’s data protection obligations under this Agreement.
For purposes of Section 9(b), the parties acknowledge and agree that the provision of the Services may involve a transfer of Personal Information from Conviva to its Affiliates (if any) and Third-Party Subprocessors engaged in the provision of the Services and located outside the EEA. In respect of such transfers and where no Alternative Adequate Level of Protection applies, each party: (i) hereby enters into the Standard Contractual Clauses; (ii) shall maintain records of all processing operations under its responsibility that contain at least the minimum information required by the Data Protection Laws, and (iii) shall make such information available to any DP Regulator on request. For purposes of Section 9(b), the parties acknowledge and agree that the provision of the Services involves a transfer of Personal Information from Conviva to its Affiliates (if any) and Third-Party Subprocessors engaged in the provision of the Services and located outside the United Kingdom. In respect of such transfers and where no Alternative Adequate Level of Protection applies, each Party: (a) hereby enters into the Standard Contractual Clauses; and (b) shall maintain records of all processing operations under its responsibility that contain at least the minimum information required by the Data Protection Laws, and shall make such information available to any DP Regulator on request.
c. Additional Definitions.
“Affiliate” means an entity that is controlled by, controls or is under common control with a party, where “control” means the direct or indirect ownership of more than fifty percent (50%) of the shares or interests entitled to vote for the directors thereof or the equivalent, for so long as such entitlement exists, or equivalent power over management thereof.
“Alternative Adequate Level of Protection” means: (i) the country where Conviva or a Third-Party Sub-processor is located is recognized by the European Union (if the Personal Information is transferred from the European Union) and/or the United Kingdom (if the Personal Information is transferred from the United Kingdom) to have an adequate level of protection of personal data as described in the Data Protection Laws; or (ii) Conviva or the Third-Party Sub-processor has fully implemented binding corporate rules which provide adequate safeguards as required by the Data Protection Laws; or (iii) Conviva or the Third-Party Sub-processor has implemented any other similar program, or appropriate safeguards that are recognized by the European Union (if the Personal Information is transferred from the European Union) and/or the United Kingdom (if the Personal Information is transferred from the United Kingdom) or by the Data Protection Laws or applicable DP Regulator as providing an adequate level of protection.
“Data Protection Laws” means any laws and regulations applicable in any relevant jurisdiction relating to privacy or the use or processing of data relating to natural persons, including without limitation: (a) any state or federal laws or regulations in the United States including without limitation the CCPA; (b) EU Directive 2002/58/EC (as amended by 2009/139/EC) and any legislation implementing or made pursuant to such directive, including (in the UK) the Privacy and Electronic Communications Regulations 2003 (“EU Directive and Legislation”); and (c) EU Regulation 2016/679 (“GDPR“); and (d) any laws or regulations ratifying, implementing, adopting, supplementing or replacing GDPR including (in the UK) the Data Protection Act 2018; in each case, to the extent in force, and as such are updated, amended or replaced from time to time.
“DP Regulator” means any governmental or regulatory body or authority with responsibility for monitoring or enforcing compliance with the Data Protection Laws.
“Personal Information” means data or information that, alone or in combination with other data or information collected, received or processed by the Services, is considered “personal data,” “personal information,” “personally identifiable information” or other such similar term as defined under the applicable Data Protection Laws, including but not limited to Credentials.
“Standard Contractual Clauses” means the European Commission’s Standard Contractual Clauses (Commission Decision C (2010)593). For the purposes of Article 26(2) of Directive 95/46/EC for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection, Customer is the data exporter and Conviva Inc. is the data importer. “Third-Party Subprocessors” means the sub-processors listed on Conviva’s website at https://www.conviva.com/conviva-subprocessors/.
In these Terms, the terms “data subject“, “personal data“, “data controller“, “data processor” and “processing” shall have the meanings set out in the applicable Data Protection Laws
You must comply with all domestic and international laws and regulations that apply to your use of the Services. The prevailing party in any litigation in connection with these Terms shall be entitled to an award of reasonable attorneys’ fees and costs. If, for any reason a court of competent jurisdiction finds any provision of these Terms, or portion thereof, to be unenforceable, that provision will be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remainder of these Terms will continue in full force and effect. These Terms shall be governed by and construed under the laws of the State of California, USA, without regard for its conflict of laws principles. In no event shall these Terms be governed by the United Nations Convention on Contracts for the International Sale of Goods. These Terms and the applicable Customer Agreement (if any) constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior agreements and representations, oral or written, express or implied, regarding such subject matter.