Effective as of September 10, 2019
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:
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.
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). 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.
Conviva reserves the right to terminate Services provided under these Terms at any time for any or no reason upon written notice to you. 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, 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 Data through your use of the Services, you acknowledge and agree that you are responsible for treating all Personal Data consistent with applicable privacy laws. Through the use of the Services, you also acknowledge and agree that you will not share or disclose Personal Data 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 Data.
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.