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LEGAL CENTER




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ALL CONTRACTS

 * Vivun, Inc. - Privacy Policy
 * Vivun, Inc. - User Terms of Service
 * Vivun, Inc. - Master Subscription Agreement
 * Vivun, Inc. - Data Processing Addendum
 * Vivun, Inc. - DPA Data Subprocessors
 * Vivun, Inc. - Responsible Vulnerability Disclosure Program
 * Vivun, Inc. - Event Release of Liability, Waiver of Claims, Assumption of
   Risks, Indemnity for Claims, and Photo/Video Release
 * Vivun, Inc. - Expert Community Guidelines
 * Vivun, Inc. – BI Analytics Service Usage Terms
 * Vivun, Inc. - Analytics Credit Overage Pricing


VIVUN, INC. - PRIVACY POLICY


VERSION 1.0

EFFECTIVE APRIL 3, 2023

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TABLE OF CONTENTS

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VIVUN INC. - PRIVACY POLICY



Vivun Inc. and its affiliates (collectively “Vivun”, “we” and “us”), value your
privacy and respect your interest in knowing how information about you is
collected and used. This Privacy Policy describes Vivun’s practices regarding
the collection, use and disclosure of the information we collect from and about
you when you use Vivun’s web-based and mobile applications and Vivun’s websites
(including Vivun.co) that link to this Policy (the “Services”). By accessing or
using the Services, you agree to this Privacy Policy, our Terms of Service, and
our Acceptable Use Policy.
IF YOU DO NOT AGREE TO THIS PRIVACY POLICY, PLEASE DO NOT USE THE SERVICES.
This Privacy Policy contains the following sections:
 * The Information We Collect
 * Cookies and Similar Technologies
 * How We Use Your Information
 * Online Analytics and Advertising
 * How We Share and Disclose Your Information
 * Your Choices
 * Third Party Links and Services
 * Children’s Privacy
 * Your Rights
 * How Long We Store Your Information
 * Changes to Our Privacy Policy
 * How We Protect Your Information
 * California Privacy Rights
 * Contact Info

THE INFORMATION WE COLLECT

Vivun collects personal data about you directly from you, from others (e.g.,
your employer if you use an enterprise account), and automatically when you use
the Services. We process your information when necessary to provide you with the
Services that you have requested when accepting our Terms of Service, or where
we have obtained your prior consent, or where we have a legitimate interest to
do so. For example, we may have a legitimate interest to process your
information for security, testing, maintenance, and enhancement purposes of the
Services we provide to you, or for analytics, research, and reporting purposes.
Without your information, we cannot provide you with the Services you have
requested or you may be limited in your use of the Services.

1. INFORMATION YOU PROVIDE TO US

Vivun collects information from you through:
 * Account and product registration and administration of your account
 * The Vivun Services that you use
 * Requests or questions you submit to us via forms or email (e.g., support
   forms, sales forms, user research participation forms)
 * Your communications and dealings with us
 * Your participation in Vivun sweepstakes, contests, or research studies
 * Uploads or posts to the Services
 * Requests for customer support and technical assistance

Information from and about you. Vivun collects personal data about you directly
from you, from others (e.g., your employer if you use an enterprise account),
and automatically when you use the Services. If the personal data we process is
needed to comply with law, or to enter into or perform an agreement with you, we
will inform you accordingly at the time of such data collection. If we cannot
collect this data, we may be unable to on-board you as a customer or provide
products or services to you.
The types of information we collect will depend upon the Services you use, how
you use them, and what you choose to provide. The types of data we collect
directly from you may include: – Name, address, telephone number and email
address – employment details (company name/size, your job title, etc.) – a
system administrator’s email (if not you) – Log-in details and password, if you
create a Vivun account – Any email requests or questions you submit to us –
Demographic information such as your gender – User-generated content you post in
public online Vivun forums (e.g., Vivun Expertise)
Content. In using the Services, you may upload or input various types of
content, including but not limited to: tasks, attachments, client names, account
information, opportunity data, product information, product data, and
conversations (together, the “Content”). If you are using the Services in
connection with an account created by a Vivun Customer (e.g., employer,
organization, or an individual), we collect and process the Content you submit
on behalf of the Customer. As described more throughout this Policy, our
Customers, and not Vivun, determine their own policies regarding storage,
access, modification, deletion, sharing, and retention of Content which may
apply to your use of the Services. For example, a Customer may provide or remove
access to the Services, enable or disable third party integrations, manage
permissions, retention and export settings. Please check with the Customer about
the policies and settings that they have instituted with respect the Content
that you provide when using the Services.
Payment Information. If you purchase a paid subscription, we will utilize a
third party credit card payment processing company to collect billing and
payment information, including full name, billing address, credit card number
and phone number. The third party service provider, and not Vivun, stores your
payment information on our behalf. If you do not provide us this information,
you may be unable to subscribe and your access to our Services may be limited
Information about others. If you choose to use our invitation service to invite
a friend to the Services, we will ask you for that person’s contact information,
which may include their name, email address or their social network identity,
and automatically send an invitation. Vivun stores the information you provide
to send the invitation, to register your friend if your invitation is accepted,
and to track the success of our invitation service.

2. INFORMATION WE AUTOMATICALLY COLLECT

When you use our Services that connect to the Internet, including, but not
limited to, when you access the Services via our websites, your mobile devices,
and Vivun software/applications, we automatically collect certain information as
described in this Section. As discussed further below, we and our service
providers (which are third party companies that work on our behalf to provide
and enhance the Services) use a variety of technologies, including cookies and
similar tools, to assist in collecting this information.
Log Files When you use the Services, our servers automatically record certain
information in server logs. These server logs may include information such as
your web request, Internet Protocol (“IP”) address, browser type and settings,
referring / exit pages and URLs, number of clicks and how you interact with
links on the Services, metadata associated with uploaded Content, domain names,
landing pages, pages viewed, mobile carrier, date and time stamp information and
other such information.
Device Identifiers When you access the Services using a mobile device, we
collect specific device information, including your MAC address and other unique
device identifiers. We also collect information such as the type of device you
are using, its operating system, and mobile network information, which may
include your mobile phone number. We may associate this device identifier with
your account and will use data associated with your device identifier to
customize our Services to your device and to analyze any device-related issues.
Location Information We collect and process general information about the
location of the device from which you are accessing the Service (e.g.,
approximate geographic location inferred from an IP address).

3. INFORMATION WE COLLECT FROM THIRD-PARTY INTEGRATIONS

If you choose to use third-party integrations (e.g., Jira, Rally, CA
Technologies, GitHub, Slack) through the Services or are required to do so by a
Customer, such providers may allow us and our service providers to have access
to and store additional information about your interaction with those services
and platforms as it related to use of the Services. If you do not wish to have
this information shared, do not initiate these connections.

4. INFORMATION WE COLLECT FROM AFFILIATES AND NON-AFFILIATED THIRD PARTIES

We may receive additional information about you, such as demographic
information, from affiliates under common ownership and control, and from third
parties, such as business partners, marketers, researchers, analysts, and other
parties, as well as public information – including internet searches relating to
you or your company – in order to better service your account and to provide
more relevant assistance and marketing.

5. COLLECTION OF INFORMATION ACROSS DEVICES

Sometimes, we may use the information we collect — for instance, usernames, IP
addresses and unique mobile device identifiers — to locate or try to locate the
same unique users across multiple browsers or devices (such as smartphones or
tablets), or work with service providers that do this, in order to save your
preferences across devices and analyze usage of the Services. If you wish to opt
out of our ability to track you across devices, you may install the Google
Analytics Opt-out Browser Add-on by clicking here.

6. LEGAL BASIS FOR PROCESSING PERSONAL INFORMATION (EEA VISITORS ONLY)

If you are a visitor from the EEA, our legal basis for collecting and using the
personal information described above will depend on the personal information
concerned and the specific context in which we collect it.
However, we will normally collect personal information from you only where we
have your consent to do so, where we need the personal information to perform a
contract with you, or where the processing is in our legitimate interests and
not overridden by your data protection interests or fundamental rights and
freedoms. In some cases, we may also have a legal obligation to collect personal
information from you or may otherwise need the personal information to protect
your vital interests or those of another person.
If we ask you to provide personal information to comply with a legal requirement
or to perform a contact with you, we will make this clear at the relevant time
and advise you whether the provision of your personal information is mandatory
or not (as well as of the possible consequences if you do not provide your
personal information).
Similarly, if we collect and use your personal information in reliance on our
legitimate interests (or those of any third party), we will make clear to you at
the relevant time what those legitimate interests are.
If you have questions about or need further information concerning the legal
basis on which we collect and use your personal information, please contact us
using the contact details provided under the “How to contact us” heading below.

COOKIES AND SIMILAR TECHNOLOGIES

To collect the information in the “Information We Automatically Collect” section
above, we and our service providers use Internet server logs, cookies, tags,
SDKs, tracking pixels, and other similar tracking technologies. A web server log
is a file where website activity is stored. An SDK is a section of code that we
embed in our applications and software to allow third parties to collect
information about how users interact with the Services. A cookie is a small text
file that is placed on your computer or mobile device when you visit a site,
that enables us to: (i) recognize your computer and login session; (ii) store
your preferences and settings; (iii) understand which web pages of the Services
you have visited; (iv), enhance your user experience by delivering and measuring
the effectiveness of content and advertising tailored to your interests; (v)
perform analytics; and (vi) assist with security and administrative functions.
Tracking pixels (sometimes referred to as web beacons or clear GIFs) are tiny
electronic tags with a unique identifier embedded in websites, online ads and/or
email, and that are designed to provide usage information like ad impressions or
clicks, email open rates, measure popularity of the Services and associated
advertising, and to access user cookies. As we adopt additional technologies, we
may also gather information through other methods.
Please note that you can change your settings to notify you when a cookie is
being set or updated, or to block cookies altogether. Please consult the “Help”
section of your browser for more information (e.g., Internet Explorer; Google
Chrome; Mozilla Firefox; or Apple Safari).

HOW WE USE YOUR INFORMATION

We use your information (including any information that we collect, as described
in this Privacy Policy) for various purposes depending on the types of
information we have collected from and about you and the specific Vivun Services
you use, including to:
 * Complete a purchase or provide the services you have requested
 * Respond to your request for information and provide you with more effective
   and efficient customer service
 * Provide you with product updates and information about products you have
   purchased from us
 * Provide you with service notifications via email and within the Services
   based on your notification selections
 * Contact you by email, postal mail, or phone regarding Vivun and third-party
   products, services, surveys, research studies, promotions, special events and
   other subjects that we think may be of interest to you
 * Customize the advertising and content you see
 * Help us better understand your interests and needs, and improve the Services
 * Synthesize and derive insights from your use of different Vivun products and
   services
 * Engage in analysis, research, and reports regarding use of our Services
 * Provide, manage, and improve the Services
 * Protect our Services and our users
 * Understand and resolve app crashes and other issues being reported
 * Capturing all displayed items on a web page accessed by the services - such
   accessed information may include text, images, video files, code, and can
   include all items displayed on the accessed web page.
   
   

Content. You can exercise certain control how your Content is used by/shared
with others via your settings on the Services. Vivun may view and share your
Content only as necessary (i) to maintain, provide and improve the Service; (ii)
prevent or address technical or security issues and resolve support requests;
(iii) if we have a good faith belief, or have received a complaint alleging,
that such Content is in violation of our Acceptable Use Guidelines; (iv) as
reasonably necessary to allow Vivun to comply with or avoid the violation of
applicable law or regulation; (v) to comply with a valid legal subpoena,
request, or other lawful process; and (vi) as set forth in our Subscription
Agreement with the Customer or as expressly permitted in writing by the
Customer. We may also analyze your User Content in aggregate and on an
anonymized basis, in order to better understand the manner in which our Service
is being used.
Combined Information. You consent that, for the purposes discussed in this
Policy, we may combine the information that we collect through the Services with
information that we receive from other sources, both online and offline, and use
such combined information in accordance with this Policy.
Aggregate/De-Identified Data. We may aggregate and/or de-identify information
collected through the Services so that such information can no longer be linked
to you or your device (“Aggregate/De-Identified Information”). We may use
Aggregate/De-Identified Information for any purpose, including without
limitation for research and marketing purposes, and may also share such data
with any third parties, including advertisers, promotional partners, sponsors,
event promoters, and/or others. By using the Services, you consent to such use.

ONLINE ANALYTICS AND ADVERTISING

1. ANALYTICS

We use third-party web analytics services (e.g., Google Analytics) on our
Services to collect and analyze the information discussed above, and to engage
in auditing, research and reporting. The information (including your IP address)
collected by various analytics technologies described in the “Cookies and
Similar Technologies” section will be disclosed to or collected directly by
these service providers, who use the information to evaluate your use of the
Services, including by noting the third-party website from which you arrive,
analyzing usage trends across Vivun products and mobile devices, assisting with
fraud prevention, and providing certain features to you. To prevent Google
Analytics from using your information for analytics, you may install the Google
Analytics Opt-out Browser Add-on by clicking here.
If you receive email from us, we may use certain analytics tools, such as clear
GIFs to capture data such as when you open our message or click on any links or
banners our email contains. This data allows us to gauge the effectiveness of
our communications and marketing campaigns.

2. ONLINE ADVERTISING

Third parties or affiliates may administer Vivun banner advertising programs and
other online marketing on non-Vivun websites and services. To do so, these
parties may set and access first-party cookies delivered from an Vivun domain,
or they may use third-party cookies or other tracking mechanisms. For example, a
third-party provider may use the fact that you visited the Vivun website to
target online ads for Vivun services to you on non-Vivun websites. Or a
third-party ad network might collect information on the Services and other
websites to develop a profile of your interests and target advertisements to you
based on your online behavior. These parties that use these technologies may
offer you a way to opt out of ad targeting as described below. You may receive
tailored advertising on your computer through a web browser.
If you are interested in more information about tailored browser advertising and
how you can generally control cookies from being put on your computer to deliver
tailored advertising, you may visit the Network Advertising Initiative’s
Consumer Opt-Out link or the Digital Advertising Alliance’s Consumer Opt-Out
link to opt-out of receiving tailored advertising from companies that
participate in those programs. To opt out of Google Analytics for display
advertising or customize Google display network ads, you can visit the Google
Ads Settings page. Please note that we do not control any of the above opt-out
links or whether any particular company chooses to participate in these opt-out
programs. We are not responsible for any choices you make using these mechanisms
or the continued availability or accuracy of these mechanisms.

3. NOTICE CONCERNING DO NOT TRACK

There is no uniform or consistent standard or definition for responding to,
processing, or communicating Do Not Track signals. At this time the Services do
not function differently based on a user’s Do Not Track signal. For more
information on Do Not Track signals, see All About Do Not Track.

HOW WE SHARE YOUR INFORMATION

We will not sell information about you to a third party or allow a third party
to use information we provide for its own marketing purposes. We may share
information about you with your consent, at your request, or as follows:
 * Affiliates and Subsidiaries. We may share all information we collect within
   the Vivun family of companies.
 * Service Providers. We may provide access to or share your information with
   select third parties who perform services on our behalf. These third parties
   provide a variety of services to us, including without limitation billing,
   sales, marketing, provision of content and features, advertising, analytics,
   research, customer service, shipping and fulfillment, data storage, security,
   fraud prevention, payment processing, and legal services.
 * Third-Party Integrations. When you initiate a connection with a third-party
   integration through the Services (e.g., Jira, Rally, CA Technologies, GitHub,
   Slack), we will share information about you that is required to enable your
   use of the third-party integration through the Services.
 * Business Transfers. If the ownership of all or substantially all of our
   business changes, we may transfer your information to the new owner so that
   the Services can continue to operate. In such case, your information would
   remain subject to the promises and commitments contained in this Privacy
   Policy until such time as this Privacy Policy is updated or amended by the
   acquiring party upon notice to you. If such transfer is subject to additional
   mandatory restrictions under applicable laws, Vivun will comply with such
   restrictions.
 * Public Forums. The Services make it possible for you to upload and share
   comments or feedback publicly (i.e., outside of the Vivun mobile and web app)
   with other users, such as on the Vivun Expertise blog. Any information that
   you submit through such public features is not confidential, and Vivun may
   use it for any purpose (including in testimonials or other Vivun marketing
   materials). Any information you post openly in these ways will be available
   to the public at large and potentially accessible through third-party search
   engines. Such information can be read, collected and/or used by other users,
   and it could be used to send you unsolicited messages. Accordingly, please
   take care when using these features of the Services.
 * Aggregate/De-Identified Information. From time to time, Vivun may share
   Aggregate/De-Identified Information about use of the Services, such as by
   publishing a report on usage trends. As stated above, this Policy places no
   limitations on our use or sharing of Aggregate/De-Identified Information.
 * Subcontractors: Independent Contractors. We may employ the assistance of
   independent contractors to work on specific projects. We train these
   independent contractors on applicable Vivun policies and they are required to
   adhere to substantially the same data security practices as are Vivun
   employees.
 * As Required by Law. We release information about you if we believe we must do
   so to comply with the law or a subpoena, bankruptcy proceeding, or similar
   legal process.
 * To Protect Rights. We may disclose information about you, such as your name,
   contact information, and billing information, to enforce our agreements with
   you or to protect the rights and safety of Vivun, our customers, our users,
   and the general public, or as evidence in litigation in which we are
   involved.
 * In a Business Transaction. If Vivun is involved in a merger, acquisition, or
   sale of all or a portion of its assets, your information may be transferred
   to the acquiring entity as part of the transaction, and may also be reviewed
   as part of the due diligence review for the transaction. For example, we may
   need to provide a list of all customer accounts and payment histories.

YOUR CHOICES

We provide you with a number of choices with respect to the information we
collect and use as discussed throughout this Privacy Policy. For example: – You
may instruct us not to use your contact information to contact you by email,
postal mail or phone regarding products, services, promotions and special events
that might appeal to your interests by contacting us – see the Vivun Contact
Info section below. In commercial email messages, you can also opt out by
following the instructions located at the bottom of such emails. Please note
that, regardless of your request, we may still use and share certain information
as permitted by this Privacy Policy or as required by applicable law. For
example, you may not opt out of certain operational or service-related emails,
such as those reflecting our relationship or transactions with you. – Through
your account interface, you may opt-out of receiving categories of
Services-related notices that are not deemed by Vivun to be integral to your use
of the Services.

THIRD PARTY LINKS AND SERVICES

The Services contain links to third-party websites such as social media sites,
and also contain third-party integrations. If you choose to use these sites or
integrations, you may disclose your information not just to those third-parties,
but also to their users and the public more generally depending on how their
services function. Because these third-party websites and services are not
operated by Vivun, Vivun is not responsible for the content or practices of
those websites or services. The collection, use, and disclosure of your personal
and other information will be subject to the privacy policies of the third party
websites or services, and not this Policy. We urge you to read the privacy and
security policies of these third-parties.

CHILDREN’S PRIVACY

The Services are intended for general audiences and not for children under the
age of 16. If we become aware that we have collected personal information (as
defined by the Children’s Online Privacy Protection Act) from children under the
age of 16, we will take reasonable steps to delete it as soon as practicable.

YOUR RIGHTS

If you want to learn more about the information collected through the Services,
or if you would like to access or rectify your information and/or request
deletion of information we collect about you, or restrict or object to the
processing of your information, please contact us using the contact information
below. Where you have provided consent, you may withdraw your consent at any
time, without affecting the lawfulness of the processing that was carried out
prior to withdrawing your consent. If you are dissatisfied with the way we
process your information, you may lodge a complaint with the data protection
authority (“DPA”) in your jurisdiction.

INTERNATIONAL DATA TRANSFERS

Your personal information may be transferred to, and processed in, countries
other than the country in which you are resident. These countries may have data
protection laws that are different to the laws of your country (and, in some
cases, may not be as protective).
Specifically, our Website servers are located in the United States, and our
third party service providers and partners operate around the world. This means
that when we collect your personal information we may process it in any of these
countries.
We have taken appropriate safeguards to require that your personal information
will remain protected in accordance with this Privacy Policy. Our Standard
Contractual Clauses can be provided on request. We have implemented similar
appropriate safeguards with our third party service providers and partners, and
further details can be provided upon request by contacting us using the contact
details provided under the “How to contact us” heading below.

HOW LONG WE STORE YOUR INFORMATION

We will retain your information for the period necessary to fulfill the purposes
outlined in this Policy unless a longer retention period is required or
permitted by law. When we have no ongoing legitimate business need to process
your personal information, we will either delete or anonymize it, or, if this is
not possible (for example, because your personal information has been stored in
backup archives), then we will securely store your personal information and
isolate it from any further processing until deletion is possible.

CHANGES TO OUR PRIVACY POLICY

Vivun reserve the right to amend this Policy at any time to reflect new
services, changes in our Personal data practices or relevant laws, or advances
in technology. We will make the revised Policy accessible through the Services,
so you should review the Policy periodically. The “Last updated” legend at the
top of this Privacy Policy indicates when this Privacy Policy was last revised.
If we make a material change to the Policy, you will be provided with
appropriate notice and we will seek your consent to the updated Policy in
accordance with legal requirements.

HOW WE PROTECT YOUR INFORMATION

Vivun takes technical and organizational measures to protect your personal data
against accidental or unlawful destruction or accidental loss, alteration,
unauthorized disclosure or access. However, no method of transmission over the
Internet, and no means of electronic or physical storage, is absolutely secure,
and thus we cannot ensure or warrant the security of that information. If you
have any questions about security on our Services, you can contact us at
security@vivun.com.

CALIFORNIA PRIVACY RIGHTS

California law gives residents of California the right under certain
circumstances to request information from us regarding the manner in which we
share certain categories of personal information (as defined by applicable
California law) with third parties for their direct marketing purposes. However,
Vivun does not share your personal information with third parties for their own
direct marketing purposes. To make this request, California residents may
contact us as specified in the Contact Us section below.

CONTACT US

If you wish to contact us or have any questions or concerns about this Privacy
Policy, please contact us at privacy@vivun.com.




VIVUN, INC. - USER TERMS OF SERVICE


VERSION 2.0

EFFECTIVE AUGUST 8, 2023

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TABLE OF CONTENTS

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Vivun Inc. - User Terms of Service




These User Terms of Service (the “User Terms”) govern your access and use of the
software solutions owned by Vivun as well as any other products or services
received from Vivun and its associated applications and website, by Customer,
whether on a free or paid basis (the “Services”). Please read them carefully.
Any, every and all access to the Services by any party, whether individual or
collected. is governed by these User Terms. We are glad to have you here!
These User Terms are a legally binding contract between you and us. As part of
these User Terms, you agree to comply with the most recent versions of our
Privacy Policy and Master Services Agreement, (collectively “Governing
Policies”) which is incorporated by reference into these User Terms. If you
access or use the Services, or continue accessing or using the Services after
being notified of a change to the User Terms or the Governing Policies, you
confirm that you have read, understand and agree to be bound by the User Terms
and the Governing Policies. “We”, “our” and “us” currently refers to the
applicable Vivun entity in the Contract (defined below).
Customer’s Choices and Instructions
Your Relationship to the Customer
An organization or other third party that we refer to in these User Terms as
“Customer” has invited you to use the services. If you are accessing the
Services through your employer’s systems, for example, Customer is your
employer. If you are invited to use the system by another company for purposes
of collaborating on a potential business partnership, that company is our
Customer and they are authorizing you to access the Services.
Your Relationship with Vivun
Customer has separately agreed to our Governing Policies or entered into a
written agreement with us (in either case, the “Contract”) that permitted
Customer to create and configure the services so that you and others could join
(each invitee granted access to the Services, including you, is an “Authorized
User”). The Contract contains our commitment to deliver the Services to
Customer, who may then invite Authorized Users access the Service(s). When an
Authorized User (including, you) submits content, adds functionalities or
information to the Services, such as messages or files (“Customer Data”), you
acknowledge and agree that the Customer Data is owned by Customer and the
Contract provides Customer with many choices and control over that Customer
Data. Any retention of ownership or licensing of intellectual property is
between you and Customer and is not Vivun’s responsibility. For example,
Customer may provision or deprovision access to the Services, enable or disable
third party integrations, manage permissions, retention and export settings,
transfer or assign workspaces, share channels, or consolidate your workspace or
channels with other workspaces or channels, and these choices and instructions
may result in the access, use, disclosure, modification or deletion of certain
or all Customer Data. Please check out our Governing Policies pages for more
detail on our different Service plans and the options available to Customer.
The Relationship Between You, Customer and Vivun
AS BETWEEN US AND CUSTOMER, YOU AGREE THAT IT IS SOLELY CUSTOMER’S
RESPONSIBILITY TO (A) INFORM YOU AND ANY AUTHORIZED USERS OF ANY RELEVANT
CUSTOMER POLICIES AND PRACTICES AND ANY SETTINGS THAT MAY IMPACT THE PROCESSING
OF CUSTOMER DATA; (B) OBTAIN ANY RIGHTS, PERMISSIONS OR CONSENTS FROM YOU AND
ANY AUTHORIZED USERS THAT ARE NECESSARY FOR THE LAWFUL USE OF CUSTOMER DATA AND
THE OPERATION OF THE SERVICES; (C) ENSURE THAT THE TRANSFER AND PROCESSING OF
CUSTOMER DATA UNDER THE CONTRACT IS LAWFUL; AND (D) RESPOND TO AND RESOLVE ANY
DISPUTE WITH YOU AND ANY AUTHORIZED USER RELATING TO OR BASED ON CUSTOMER DATA,
THE SERVICES OR CUSTOMER’S FAILURE TO FULFILL THESE OBLIGATIONS. VIVUN MAKES NO
REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, TO YOU
RELATING TO THE SERVICES, WHICH ARE PROVIDED TO YOU ON AN “AS IS” AND “ AS
AVAILABLE” BASIS.
Operational Protocols
Protocol 1: Legal Age Requirement
To the extent prohibited by applicable law, the Services are not intended for
and should not be used by anyone under the age of sixteen. You represent that
you are over the legal age and are the intended recipient of Customer’s
invitation to the Services. You may not access or use the Services for any
purpose if either of the representations in the preceding sentence is not true.
Without limiting the foregoing, you must be of legal working age.
Protocol 2: Rule Adherence
To help ensure a safe and productive work environment, all Authorized Users must
comply with our Governing Policies and any applicable policies established by
Customer. If you see inappropriate behavior or content, please report it to your
Primary Owner or employer.
Protocol 3: You Are Here At the request of Customer (and Vivun)
These User Terms remain effective until Customer’s subscription for you expires
or terminates, or your access to the Services has been terminated by Customer or
Vivun. Please contact Customer if you at any time or for any reason wish to
terminate your account, including due to a disagreement with any updates to
these User Terms or the Governing Policies. This Agreement shall remain in full
force and effect while you use the Services. You may terminate your use of the
Services at any time. Vivun may terminate or suspend your access to the Services
at any time, for any reason, and without warning, which may result in the
forfeiture and destruction of all information associated with your registration.
Vivun may also terminate or suspend any and all Services and access to the
Website immediately, without prior notice or liability, if you breach any of the
terms or conditions of this Agreement. Upon such termination, your right to use
the Services, access the Website, and any Content will immediately cease. All
provisions of this Agreement which, by their nature, should survive termination,
shall survive termination, including, without limitation, ownership provisions,
warranty disclaimers, and limitations of liability. Any content you have posted
to a Customer’s purchased instance of the Services may remain within Customer’s
instance(s) even after your use has been terminated.
Limitation of Liability
If we believe that there is a violation of the Governing Policies or any of our
other policies that can simply be remedied by Customer’s removal of certain
Customer Data or taking other action, we will, in most cases, ask Customer to
take action rather than intervene. We may directly step in and take what we
determine to be appropriate action (including, but not limited to, disabling
your account) if Customer does not take appropriate action or we believe there
is a credible risk of harm to us, the Services, Authorized Users, or any third
parties. IN NO EVENT WILL VIVUN HAVE ANY LIABILITY TO YOU FOR ANY LOST PROFITS
OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR
PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER
THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. UNLESS YOU ARE ALSO A CUSTOMER (AND WITHOUT
LIMITATION TO OUR RIGHTS AND REMEDIES UNDER THE CONTRACT), YOU WILL HAVE NO
FINANCIAL LIABILITY TO US FOR A BREACH OF THESE USER TERMS. OUR MAXIMUM
AGGREGATE LIABILITY TO YOU FOR ANY BREACH OF THE USER TERMS IS ONE HUNDRED
DOLLARS ($100) IN THE AGGREGATE. THE FOREGOING DISCLAIMERS WILL NOT APPLY TO THE
EXTENT PROHIBITED BY APPLICABLE LAW AND DO NOT LIMIT EITHER PARTY’S RIGHT TO
SEEK AND OBTAIN EQUITABLE RELIEF.
Application of Consumer Law
Vivun’s Services are intended for use by businesses and organizations and not
for consumer purposes. To the maximum extent permitted by law, you hereby
acknowledge and agree that consumer laws do not apply. If however any consumer
laws (e.g., in Australia, the Competition and Consumer Act 2010 (Cth)) do apply
and cannot otherwise be lawfully excluded, nothing in these User Terms will
restrict, exclude or modify any statutory warranties, guarantees, rights or
remedies you have, and our liability is limited (at our option) to the
replacement, repair or resupply of the Services or the lesser of a pro-rata
refund to Customer of pre-paid fees for your subscription covering the remainder
of the term, or such remedies which have previously been agreed upon between
Vivun and Customer.
Survival
All provisions herein will survive any termination or expiration of the User
Terms.
Acceptable Use
You warrant, represent and agree that you will not contribute any Content or
otherwise use the Services in a manner that (i) infringes or violates the
intellectual property rights or proprietary rights, rights of publicity or
privacy, or other rights of any third party; (ii) violates any law, statute,
ordinance or regulation; (iii) is harmful, fraudulent, deceptive, threatening,
abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or
otherwise objectionable; (iv) involves commercial activities and/or sales
without Vivun’s prior written consent such as contests, sweepstakes, barter,
advertising, or pyramid schemes; (v) impersonates any person or entity,
including without limitation any employee or representative of Vivun; or (vi)
contains a virus, trojan horse, worm, time bomb, or other harmful computer code,
file, or program. Vivun reserves the right to remove any Content from the
Services at any time, for any reason (including, but not limited to, upon
receipt of claims or allegations from third parties or authorities relating to
such Content or if Vivun is concerned that you may have breached the immediately
preceding sentence), or for no reason at all. You, not Vivun, remain solely
responsible for all Content that you upload, post, email, transmit, or otherwise
disseminate using, or in connection with, the Services, and you warrant that you
possess all rights necessary to provide such content to Vivun and to grant Vivun
the rights to use such information in connection with the Services and as
otherwise provided herein.
You are responsible for all of your activity in connection with the Services.
Any fraudulent, abusive, or otherwise illegal activity may be grounds for
termination of your right to access or use the Services. You may not post or
transmit, or cause to be posted or transmitted, any communication or
solicitation designed or intended to obtain password, account, or private
information from any other user of the Services. Use of the Services to violate
the security of any computer network, crack passwords or security encryption
codes, transfer or store illegal material (including material that may be
considered threatening or obscene), or engage in any kind of illegal activity is
expressly prohibited. You will not run Maillist, Listserv, any form of
auto-responder, or “spam” on the Services, or any processes that run or are
activated while you are not logged on to the Services, or that otherwise
interfere with the proper working of or place an unreasonable load on the
Services’ infrastructure. Further, the use of manual or automated software,
devices, or other processes to “crawl,” “scrape,” or “spider” any portion of the
Services is strictly prohibited. You may not access the Site if you are a direct
competitor of Vivun, except with Vivun’s express written consent. You may not
access the Site for purposes of monitoring availability, performance, or
functionality, or for any other benchmarking or competitive purposes. You will
not decompile, reverse engineer, or otherwise attempt to obtain the source code
of the Services. You understand and agree that Vivun shall have the sole right
to decide whether you are in violation of any of the restrictions set forth in
this Section, and shall have sole discretion regarding the course of action to
take in connection therewith.
Indemnity
You will indemnify and hold Vivun, its parents, subsidiaries, affiliates,
officers, and employees harmless (including, without limitation, from all
damages, liabilities, settlements, costs and attorneys’ fees) from any claim or
demand made by any third party due to or arising out of your access to the
Services, use of the Services, your violation of this Agreement, or the
infringement by you of any intellectual property or other right of any person or
entity.
Third Party Sites
The Services may contain links to third party websites or services (“Third Party
Services”) that are not owned or controlled by Vivun. When you access Third
Party Services, you do so at your own risk. You hereby represent and warrant
that you have read and agree to be bound by all applicable policies of any Third
Party Services relating to your use of the Services and that you will act in
accordance with those policies, in addition to your obligations under this
Agreement. Vivun has no control over, and assumes no responsibility for, the
content, accuracy, privacy policies, or practices of or opinions expressed in
any Third Party Services. In addition, Vivun will not and cannot monitor,
verify, censor or edit the content of any Third Party Service. By using the
Services, you expressly relieve and hold harmless Vivun from any and all
liability arising from your use of any Third Party Service. In the event that
you have a dispute with one or more other users or third parties, you hereby
release Vivun, its officers, employees, agents, and successors in rights from
claims, demands, and damages (actual and consequential) of every kind or nature,
known or unknown, suspected or unsuspected, disclosed or undisclosed, arising
out of or in any way related to such disputes.
General Provisions
Email and Vivun Messages
Except as otherwise set forth herein, all notices under the User Terms will be
by email, although we may instead choose to provide notice to Authorized Users
through the Services or other means, deemed equally constructive by Vivun, at
Vivun’s sole discretion. Notices to Vivun should be sent to contact@vivun.com,
except for legal notices, which must be sent to legal@Vivun.com. A notice will
be deemed to have been duly given (a) the day after it is sent, in the case of a
notice sent through email; and (b) the same day, in the case of a notice sent
through the Services or other means. Notices under the Contract will be
delivered solely to Customer in accordance with the terms of that agreement.
Privacy Policy
Please review our Privacy Policy for more information on how we collect and use
data relating to the use and performance of our products.
Other Legal Notices
Modifications
As our business evolves, we may change these User Terms or the Master
Subscription Agreement. If we make a material change to the User Terms or the
Master Subscription Agreement, we will provide you with reasonable notice prior
to the change taking effect either by emailing the email address associated with
your account or by messaging you through the Services. You can review the most
current version of the User Terms at any time by visiting this page, and by
visiting the following for the most current versions of the other pages that are
referenced in these User Terms: Master Subscription Agreement and our Privacy
Policy. Any material revisions to these User Terms will become effective on the
date set forth in our notice, and all other changes will become effective on the
date we publish the change. If you use the Services after the effective date of
any changes, that use will constitute your acceptance of the revised terms and
conditions.
Waiver
No failure or delay by either party in exercising any right under the User
Terms, including the Master Subscription Agreement, will constitute a waiver of
that right. No waiver under the User Terms will be effective unless made in
writing and signed by an authorized representative of the party being deemed to
have granted the waiver.
Severability
The User Terms, including the Master Subscription Agreement, will be enforced to
the fullest extent permitted under applicable law. If any provision of the User
Terms is held by a court of competent jurisdiction to be contrary to law, the
provision will be modified by the court and interpreted so as best to accomplish
the objectives of the original provision to the fullest extent permitted by law,
and the remaining provisions of the User Terms will remain in effect.
Assignment
You may not assign any of your rights or delegate your obligations under these
User Terms, including the Master Subscription Agreement, whether by operation of
law or otherwise, without the prior written consent of us (not to be
unreasonably withheld). We may assign these User Terms in their entirety
(including all terms and conditions incorporated herein by reference), without
your consent, to a corporate affiliate or in connection with a merger,
acquisition, corporate reorganization, or sale of all or substantially all of
our assets.
Governing Law; Venue; Fees
The User Terms, including the Master Subscription Agreement, and any disputes
arising out of or related hereto, will be governed exclusively by the same
Master Subscription Agreement, and such governing law(s) or dispute resolution
mechanism outlined therein, without regard to conflicts of laws rules or the
United Nations Convention on the International Sale of Goods. The governing laws
outlined within the Master Subscription Agreement will have exclusive
jurisdiction to adjudicate any dispute arising out of or relating to the User
Terms, including the Master Subscription Agreement, or its formation,
interpretation or enforcement.
Each party hereby consents and submits to the exclusive jurisdiction of such
courts. In any action or proceeding to enforce rights under the User Terms, the
prevailing party will be entitled to recover its reasonable costs and attorney’s
fees.
Entire Agreement
The User Terms, including any terms incorporated by reference into the User
Terms, constitute the entire agreement between you and us and supersede all
prior and contemporaneous agreements, proposals or representations, written or
oral, concerning its subject matter. To the extent of any conflict or
inconsistency between the provisions in these User Terms and any pages
referenced in these User Terms, the terms of these User Terms will first
prevail; provided, however, that if there is a conflict or inconsistency between
the Contract and the User Terms, the terms of the Contract will first prevail,
followed by the provisions in these User Terms, and then followed by the pages
referenced in these User Terms (e.g., the Privacy Policy). Customer will be
responsible for notifying Authorized Users of those conflicts or inconsistencies
and until such time the terms set forth herein will be binding.
Changes to these Terms
Vivun may modify the terms and conditions of these User Terms of Service
(including Vivun Policies referenced herein) from time to time, with notice to
you by posting the modified Terms on our website. Together with notice, we will
specify the effective date of the modifications.
Changes to Our Policies.
Vivun may modify any of the Policies referenced herein to take immediate effect
in order to respond to changes in Vivun’s products, Vivun’s business, or any
Laws. In this case, unless required by Laws, we agree not to make modifications
to Our Policies that, considered as a whole, would substantially diminish our
obligations to you. Modifications to Our Policies will take effect automatically
as of the effective date specified for the updated policies.
Contacting Vivun
Should you encounter and questions or concerns pertaining to any aspect of the
foregoing, you are encouraged to contact us. You may contact us at
legal@Vivun.com.
Thank you for using our services and working with Vivun Technologies!




VIVUN, INC. - MASTER SUBSCRIPTION AGREEMENT


VERSION 5.0

EFFECTIVE SEPTEMBER 8, 2023

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TABLE OF CONTENTS

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VIVUN INC. - MASTER SUBSCRIPTION AGREEMENT


This Master Subscription Agreement (the “Agreement”) entered into by and between
Vivun Inc., a Delaware corporation (“Vivun”) and any individual or organization
agreeing to these terms (“Customer”) prior to Customer’s use of the Subscription
Service. Vivun and Customer are sometimes referred to herein individually as a
“Party” and collectively as the “Parties”. By attaching this Agreement to an
Order Form, signing an Order Form with reference to this Agreement, or using the
Service in any capacity as a paid or unpaid End User, the Parties agree to the
terms of this Agreement. If an individual is entering into this Agreement on
behalf of an organization or other legal entity such organization shall be
deemed the Customer hereunder and such individual hereby represents and warrants
that she/he has the power and authority required to bind such organization to
this Agreement.

This Agreement governs the use of the software solutions owned by Vivun
identified in an Order Form, the Subscription Service, any Professional
Services, any other products or services received from Vivun and its associated
applications and website, by Customer, whether on a free or paid basis
(collectively, the “Services”). Customer agrees that Customer’s use of the
Services is not contingent on the delivery of any future functionality or
features, or dependent on any oral or written public comments made by Vivun
regarding future functionality or features.



1. SERVICES

1.1 The Services and Associated Software. Customer and users of the Services
under Customer’s account (“End Users”) may access and use the Services in
accordance with this Agreement and Privacy Policy, a current copy of which can
be found at https://www.vivun.com/privacy-policy/. Vivun may update or modify
the Services from time to time, however such updates or modifications will not
materially degrade Customer’s use of the Services.
1.2 Subscription to the Services. Subject to the payment of all applicable Fees
and for the applicable Subscription Term, Vivun hereby grants to Customer a
non-sublicensable, non-transferable (except as provided herein), non-exclusive
right to access and use the Services, in accordance with the terms and
conditions of this Agreement and all applicable Order Forms. End User
subscriptions are for designated End Users and cannot be shared or used by more
than one End User but may be reassigned to new End Users replacing former users
who no longer require ongoing use of the Services.
1.3 Additional Use. In the event Customer adds an additional End User or End
Users (“Additional User(s)”) in excess of the originally designated amount (as
set forth in the Order Form) of End Users at any point during the term of the
Agreement, the Additional Users will be billed at the current list price for the
Services from the starting date of the Additional User(s)’ use of the Services.
Additional User(s) use will be bound by the terms and conditions set forth in
this Agreement. The term of any Additional Users’ access to the Services will be
coterminous with the current Subscription Term.
1.4 Secondary Users. Certain offerings within the Services may be used in
connection with third parties outside of Customer’s organization (“Secondary
Users”), the use of which is subject to the terms and conditions of this
Agreement. Customer may grant to its own Secondary Users limited rights to use
the Services solely so that they may view and interact with such resources.
Customer may not permit Secondary Users to use the Services for purposes
unrelated to supporting Customer’s offerings or grant Secondary Users
administrator, configuration or similar use of the Services. Customer may not
charge Secondary Users a specific fee for use of the Services. Customer is
solely responsible under Section 2.2 (End Users) for all Secondary Users as “End
Users” and are otherwise solely responsible for Customer’s own products, support
offerings and Secondary relationships. Notwithstanding anything to the contrary
in this Agreement, Vivun has no direct or indirect warranty, indemnity or other
liability or obligations of any kind to Secondary Users.
1.5 Trial/Limited/Early Adopter Use. If, as indicated herein or in the Order
Form, Customer uses the Services on a "Trial," "Early Adopter," or "Limited"
basis for any End User (“Trial”), or, alternatively, if a Customer uses the
Services without payment to Vivun, Vivun will make the applicable Service(s)
available to Customer on a Trial basis at the agreed upon pricing stated in the
Order Form at Vivun’s discretion and until the earlier of (a) the end of the
Trial period for which Customer has contracted to use the applicable Service(s),
or (b) the start date of any purchased Service subscriptions ordered by Customer
for such Service(s) as set forth in the Order Form or (c) termination by Vivun
in its sole discretion. Additional Trial terms and conditions may be included on
the Order Form. Any such additional terms and conditions are incorporated into
this Agreement by reference and are legally binding. All Trials are provided on
an “as-is,” “as-available” basis. Vivun shall have no responsibility to provide
any Trial services for any specified term, or at any specified term start date.
Any Term Start Date associated with any Trial Services is expressly not binding
on Vivun, and Vivun shall bear no liability for providing any Trial Services.
ANY DATA CUSTOMER ENTERS INTO THE SERVICES, AND ANY CUSTOMIZATIONS MADE TO THE
SERVICES BY OR FOR CUSTOMER DURING CUSTOMER’S TRIAL WILL BE PERMANENTLY LOST
UNLESS CUSTOMER PURCHASES A SUBSCRIPTION OT THE SAME SERVICES AS THOSE COVERED
BY THE TRIAL, PURCHASES APPLICABLE UPGRADED SERVICES, OR EXPORTS SUCH DATA
BEFORE THE END OF THE TRIAL PERIOD. CUSTOMER CANNOT TRANSFER DATA ENTERED OR
CUSTOMIZATIONS MADE DURING THE TRIAL TO A SERVICE THAT WOULD BE A DOWNGRADE FROM
THAT COVERED BY THE TRIAL, THEREFORE IF CUSTOMER PURCHASES A SERVICE THAT WOULD
BE A DOWNGRADE FROM THAT COVERED BY THE TRIAL, CUSTOMER MUST EXPORT CUSTOMER
DATA BEFORE THE END OF THE TRIAL PERIOD OR CUSTOMER DATA WILL BE PERMANENTLY
LOST.
NOTWITHSTANDING THE “DISCLAIMER OF WARRANTIES” SECTION AND THE LIMITATION OF
LIABILITY” SECTION BELOW, DURING THE TRIAL THE SERVICES ARE PROVIDED ON AN
“AS-IS,” AS-AVAILABLE” BASIS, WITHOUT ANY WARRANTY AND VIVUN SHALL HAVE NO
INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE
SERVICES FOR THE TRIAL PERIOD UNLESS SUCH EXCLUSION OF LIABILITY IS NOT
ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE VIVUN’S LIABILITY WITH RESPECT TO
THE SERVICES PROVIDED SURING THE TRIAL SHALL NOT EXCEED $100.00. WITHOUT
LIMITING THE FOREGOING, VIVUN DOES NOT REPRESENT OR WARRANT TO CUSTOMER THAT (a)
CUSTOMER’S USE OF THE SERVICES DURING THE TRIAL PERIOD WILL MEET CUSTOMER’S
REQUIREMENTS, (B) CUSTOMER’S USE OF THE SERVICES DURING THE TRIAL PERIOD WILL BE
UNINTERRUPTED, TIMELY, SECURE OR FROM ERROR, AND (C) USAGE DATA PROVIDED DURING
THE TRIAL WILL BE ACCURATE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE
“LIMITATION OF LIABILITY” SECTION BELOW, CUSTOMER SHALL BE FULLY LIABLE UNDER
THE AGREEMENT TO VIVUN FOR ANY DAMAGES ARISING OUT OF CUSTOMER’S USE OF THE
SERVICES DURING THE TRIAL PERIOD, ANY BREACH BY CUSTOMER OF THIS AGREEMENT AND
ANY OF CUSTOMER’S INDEMNIFICATION OBLIGATIONS HEREUNDER.
CUSTOMER SHALL REVIEW THE APPLICABLE SERVICES DOCUMENTATION DURING THE TRIAL
PERIOD TO BECOME FAMILIAR WITH THE FEATURES AND FUNCTIONS OF THE SERVICES PRIOR
TO MAKING A PURCHASE.
1.6 Termination of Trial. Vivun may terminate a Trial at any point by providing
written notice to the Customer.
1.7 Suspension of Services. Vivun reserves the right to suspend Customer’s
access to the Services: (i) for scheduled or emergency maintenance, (ii)
unavailability of services (including network and hosting services) including
those services provided by a third party service provider, or (iii) in the event
Customer is in breach of this Agreement, including failure to pay any amounts
due to Vivun.



2. CUSTOMER OBLIGATIONS

2.1 Administration of Customer’s Account. Customer must specify one or more
administrators (each an “Administrator”) to manage its account. Administrators
have the ability to access, monitor, use, export and disclose all content posted
by End Users in accordance with applicable local laws. Customer is responsible
for: (i) the selection of its Administrator(s); (ii) maintaining the
confidentiality of passwords and Administrator accounts; (iii) managing access
to Administrator accounts; (iv) ensuring that each Administrator’s use of the
Services complies with this Agreement. Vivun shall not be held liable for any
actions on the part of Customer’s Administrator(s); and providing any notices to
pursuant to Section 14.8.
2.2 End User Conduct; Compliance. Customer is responsible for use of the
Services by its End Users and for their compliance with Vivun’s User Terms of
Service. Customer is also responsible for providing any notice and obtaining any
consents and authorizations necessary: (i) to allow the Administrator to access,
monitor, use, and disclose the content posted by the End Users on the Services;
and (ii) to allow Vivun to provide the Administrator with access to such End
User content. The Services are not intended for use by persons under the age of
16 and Customer will ensure that it does not allow any person under 16 to use
the Services. Customer will promptly notify Vivun if it becomes aware of any
unauthorized access to Customer’s account or the Services, failure to notify
Vivun of the same shall be considered a breach of this agreement.
2.3 Configuration, Third Party Technology or Services. Customer acknowledges
that the Services and their features and functionality may be dependent on
Customer’s proper configuration of the Services, the availability of and proper
performance Third Party Apps (as defined below) and services, such as
salesforce.com, and that Vivun is not liable for performance issues or downtime
of the Services to the extent caused by Third Party Apps or other factors
outside of Vivun’s control.
2.4 Restrictions. Customer will not: (i) rent, sell, resell or lease the
Services to any third party; (ii) use the Services for any purpose where either
the use or the failure of the Services might lead to personal injury, death or
physical damage; (iii) disassemble, decompile or reverse engineer the Services
or attempt or assist anyone else to do so, unless such restriction is prohibited
by law; (iv) modify, translate, or create derivative works based on the
Services; (v) permit any third party to access the Services except as permitted
herein or in an Order Form or use the Services other than in accordance with
this Agreement and in compliance with all applicable laws and regulations; (vi)
remove any title, trademark, copyright and/or restricted rights notices or
labels from the Services; (vii) use any robot, spider, search or retrieval
application, or any other manual or automatic device or process to retrieve,
index, data-mine, or in any way reproduce or circumvent the navigational
structure or presentation of the Services and/or Services; (viii) harvest,
collect or mine information about users of the Services and Services; (ix) use
or access other user's account or password without permission; or (x) copy,
frame or mirror any content forming part of the Services, other than on
Customer’s own intranets or otherwise for its own internal business purposes and
Customer shall not access the Services in order to (a) build a competitive
product or service, or (b) copy any ideas, features, functions or graphics of
the Services.
2.5 Suspension. Vivun may request that Customer suspend the account of any End
User who: (i) violates the User Terms of Service; or (ii) is using the Services
in a manner that Vivun reasonably believes may cause a security risk, a
disruption to others’ use of the Services, or liability for Vivun. If Customer
fails to promptly suspend or terminate such End User’s account, Vivun reserves
the right to do so.



3. CUSTOMER’S USE OF THIRD-PARTY SERVICES

3.1 The Services may have the ability to integrate with free and paid
third-party applications used by Customer (“Third Party App”). Third Party Apps
are optional and are chosen and installed at Customer’s sole discretion. In some
cases, Customer must acquire a Third-Party App in order to utilize certain
optional features or functionality of the Services. Customer is responsible for
all fees related to Third Party Apps. When Customer downloads or uses a
Third-Party App, Customer acknowledges and agrees that Vivun may collect
information from Customer regarding the use of the Third Party App in order to
offer Customer the Services. Additionally, data may be transferred directly
between the Services and the Third-Party App. Vivun is not responsible or liable
for any aspect of the Third Party Apps. Vivun shall have no liability,
obligation or responsibility whatsoever with respect to any Third-Party Apps and
services. Vivun does not endorse any Third-Party App. Vivun may remove
integrations with Third Party Apps at any time at its discretion.



4. INTELLECTUAL PROPERTY RIGHTS

4.1 Ownership of Intellectual Property Rights. Vivun and its licensors own all
rights, title and interest, including all related Intellectual Property, in and
to the Vivun System, the Content, Documentation, and the Services and any
suggestions, ideas, enhancement requests, feedback, recommendations or other
information provided by Customer or any third party relating to the Services.
The Vivun name, the Vivun logo, and the product names associated with the
Services are trademarks of Vivun.
4.2 Customer Intellectual Property. As between the parties, any content created
or provided by Customer and/or its End Users through the Services, including any
User Content (as defined below) and any demos or recordings created through the
Services, excluding any Vivun Intellectual Property ("Customer Materials") shall
be the sole property of the Customer.
4.3 Limited License to Use Customer Content. Customer hereby grants to Vivun a
limited, nonexclusive and nontransferable (except in connection with the sale or
transfer of its business) license to access, use, copy, reproduce, process,
adapt, publish, transmit and display Customer Data for the limited purpose of
(i) providing the Services and associated customer support to Customer; (ii)
displaying Customer Data to the End Users; (iii) publication of aggregate,
anonymized data regarding Services use; and (iv) analyzing and improving the
Services.
4.4 Reservation of Rights. Except as expressly set forth herein, this Agreement
does not (i) grant Vivun any rights or interest in or to Customer Data or any
Customer Intellectual Property; or (ii) grant Customer any rights or interest in
or to the Services or any Vivun Intellectual Property. For purposes hereof, the
term “Intellectual Property” shall mean any current or future rights under any
patent, copyright, trademark, or trade secret; any moral rights or any similar
rights.
4.5 Customer Marks. Vivun may include Customer’s name and logo in a list of
Vivun’s Customers online and in print and electronic marketing materials.
Customer acknowledges and agrees to Vivun’s use of Customer’s name and/or logo
in disclosures to third parties, either in print or online, regarding current
Vivun subscribers.



5. FEES AND PAYMENT

5.1 Fees, Payment. Customer will pay Vivun the applicable fees as set forth on
the Order Form or, if applicable, the recurring subscription rate agreed to via
online order (the “Fees”). Except as otherwise provided for the Subscription
Term: (i) the Fees set forth in each Order Form hereunder shall be fixed during
the Subscription Term, including the per user rate for purchases of additional
Users; and (ii) the Fees set forth in each Order Form hereunder will be invoiced
upon execution of such Order Form. Payments will be due within the time frame
specified in the applicable Order Form’s Payment Terms.
5.2 Payment. Customer is responsible for providing complete and accurate billing
information to Vivun. Customer agrees to promptly notify Vivun of any changes to
its billing information. If Customer uses a credit card to make payment
hereunder, Customer authorizes Vivun to charge such credit card on a recurring
basis for all applicable fees and taxes. If Customer is invoiced for fees and
taxes, all amounts are payable in U.S. dollars pursuant to the time frame
specified in the applicable Order Form’s Payment Terms from the date of the
invoice per the invoice instructions unless otherwise specified. Customer will
be billed for the appropriate plan based on the total number of End Users,
including those with limited access.
5.3 Taxes. If Vivun has the legal obligation to pay or collect taxes for which
Customer is responsible, including but not limited to, sales, use, transfer,
privilege, excise, and all other taxes and duties that are levied or imposed by
reason of performance of Customer under this Agreement, the appropriate amount
shall be invoiced to and paid by Customer, unless Customer provides Vivun with a
valid tax exemption certificate authorized by the appropriate taxing authority.
5.4 Non-Payment. Any payment not received from Customer may accrue, at Vivun’s
discretion, late charges at the rate of 1.5% of the outstanding balance per
month, or the maximum rate permitted by law, whichever is lower; from the date
such payment was due until the date paid. In addition to any other rights
granted to Vivun herein, Vivun reserves the right to suspend or terminate
Customer’s use of the Services if Customer fails to pay any undisputed amount
owed following the notice and cure period process set forth in this Agreement.
If Customer or Vivun initiates termination of this Agreement, or if any charge
owing by Customer under this or any other agreement for services is 30 days or
more overdue Vivun may accelerate all of Customer’s unpaid feed obligations
under this, or any related, Agreement, Purchase Order, or Order Form, so that
all such obligations become immediately due and payable.



6. TERM AND TERMINATION

6.1 Subscription Term. This Agreement will remain in effect for the term
provided in the Order Form or until this Agreement is otherwise terminated as
provided for herein. Unless otherwise stated in the Order Form, the Subscription
Term shall automatically renew for subsequent twelve (12) month periods at the
list price in effect at the time of renewal unless either party gives the other
party notice of non-renewal at least sixty (60) days prior to the end of the
then-current Subscription Term.
6.2 Termination. Either Party may terminate this Agreement and/or any Order Form
by providing written notice to the other Party in the event (i) the other Party
materially breaches any of its duties, obligations or responsibilities under
this Agreement and fails to cure such breach within thirty (30) days after
receipt by the breaching Party of written notice specifying the breach, or
provide the other Party with an acceptable plan for curing such breach within
ten (10) days after receipt of such notice and thereafter curing such breach in
accordance with such plan; (ii) a receiver, trustee, administrator, or
administrative receiver is appointed for the other Party or its property; (iii)
the other Party makes an assignment for the benefit of creditors; (iv) any
proceedings should be commenced against the other Party under any bankruptcy,
insolvency, or debtor’s relief law, and such proceedings shall not be vacated or
set aside within sixty (60) days from the date of commencement thereof; or (v)
the other Party is liquidated or dissolved. Vivun may immediately suspend access
and/or terminate the agreement without notice in the event Vivun determines, in
Vivun’s sole discretion, that Customer commences development of developing, or
releases a Competing Product. As used herein, “Competing Product” shall mean any
software product that is substantially the same as, incorporates, is based upon,
is functionally similar to, or competes in any material respect with any Vivun
Services.
6.3 Effect of Termination. Upon any expiration or termination of this Agreement,
and upon expiration of the Subscription Term (monthly or otherwise) the rights
and licenses granted hereunder will automatically terminate, and Customer may
not continue to use the Services. Vivun will have no liability for any costs,
losses, damages, or liabilities arising out of or related to any termination of
this Agreement.
6.4 Survival. All sections of this Agreement which by their nature should
survive termination will survive termination in accordance with their terms,
including, without limitation, restrictions, accrued rights to payment,
confidentiality obligations, intellectual property rights, warranty disclaimers,
indemnification, and limitations of liability.



7. REPRESENTATIONS & WARRANTIES

7.1 Mutual Warranty. Each party represents and warrants that it has the legal
power and authority to enter into this Agreement.
7.2 Data Warranty. Customer represents and warrants that Customer owns or has
obtained all rights, consents, permissions, or licenses necessary to allow the
Services access to, or to possess, manipulate, process, store, create, or
otherwise use, Customer Materials, Customer Data, and User Details. Further,
Customer represents and warrants that both it and any and all End Users or
Secondary Users, shall at all times use the Services in compliance with
applicable law; (a) it has all right, license and consent required under
applicable law to provide Vivun with the Customer Materials; and (b) any
materials that it provides, including in the Customer Materials, do not and will
not infringe the intellectual property, privacy, publicity, moral, or any other
rights of any third party and Vivun’s use thereof in accordance with the terms
of these Terms does not and will not infringe upon any third party's right.
7.3 Vivun Warranties. Vivun represents and warrants that (i) Vivun will perform
its obligations hereunder in a professional and workmanlike manner in accordance
with industry standards, (ii) the Services will materially conform to any
related documentation made available by Vivun, and (iii) the Services, and the
use thereof as contemplated by this Agreement, do not infringe, misappropriate,
or violate any third-party rights or applicable laws.



8. USER CONTENT

8.1 Customer, its End Users and Secondary Users (hereinafter “Authorized Users”)
will be permitted to upload certain content, including but not limited to
images, pictures, videos and/or feedback on or through the Services, referred to
herein as "User Content".
8.2 Vivun does not endorse any User Content or any opinion, recommendation, or
advice expressed in any User Content and expressly disclaims any and all
liability in connection with the User Content. Vivun disclaims all liability,
regardless of the form of action, for the acts or omissions of any and all
Authorized Users (including unauthorized users) that are not solely due to
Vivun's gross negligence or willful misconduct, whether such acts or omissions
occur during the use of the Services or otherwise.
8.3 Vivun has no obligation to accept, display, or maintain any User Content.
Moreover, Vivun reserves the right to remove and permanently delete any User
Content, without notice and for any reason. Customer and Authorized Users are
fully and solely responsible for any User Content that is uploaded by Customer
and/or the Authorized User, as applicable, to the Services.
8.4 Without limiting the foregoing, Customer and Authorized User agree that
Customer and /or any Authorized User on its behalf will not transmit, submit or
upload any User Content or act in any way that:
8.4.1 restricts or inhibits use of the Services;
8.4.2 violates the legal rights of others, including defaming, abuse, stalking
or threatening users or individuals;
8.4.3 infringes (or results in the infringement of) the intellectual property,
moral, publicity, privacy, or other rights of any third party;
8.4.4 is (or should be reasonably be believed to be) in furtherance of any
illegal, counterfeiting, fraudulent, pirating, unauthorized, or violent
activity, or that involves (or should be reasonably be believed to involve) any
stolen, illegal, counterfeit, fraudulent, pirated, or unauthorized material;
8.4.5 does not comply with all applicable laws, rules and regulations;
8.4.6 posts, stores, transmits, offers, or solicits anything that contains the
following, or that contains links to the following or to locations that in turn
contain links to the following:
8.4.6.1 material that Vivun determines to be offensive (including material
promoting or glorifying hate, violence, bigotry, or any entity (past or present)
principally dedicated to such causes or items associated with such an entity),
8.4.6.2 material that is racially or ethnically insensitive,
8.4.6.3 material that is defamatory, harassing or threatening,
8.4.6.4 pornography or obscene material,
8.4.6.5 any virus, worm, trojan horse, or other harmful or disruptive component;
or
8.4.6.6 anything that encourages conduct that would be considered a criminal
offense, give rise to civil liability, violate any law or regulation or is
otherwise inappropriate or offensive.
8.5 Vivun may, at its sole discretion, choose to monitor User Content for
inappropriate or illegal behavior, including through automatic means, provided
however, that Vivun reserves the right to treat User Content as content stored
at the direction of users for which Vivun will not exercise editorial control
except when violations are directly brought to Vivun's attention.



9. DISCLAIMER OF WARRANTIES

9.1 EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN AN APPLICABLE EXHIBIT,
VIVUN AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE
RELIABILITY, TIMELINESS, FUNCTIONALITY, MERCHANTABILITY, QUALITY, SUITABILITY,
TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICES OR ANY CONTENT,
AND THE SERVICES AND ALL CONTENT IS PROVIDED TO CUSTOMER STRICTLY ON AN “AS IS,
AS-AVAILABLE” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER
EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY
IMPLIED WARRANTY OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR
NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM
EXTENT PERMITTED BY APPLICABLE LAW BY VIVUN. VIVUN WILL NOT BE LIABLE FOR
DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE
INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE REASONABLE
CONTROL OF VIVUN. TO THE MAXIMUM EXTENT PERMITTED BY LAW, VIVUN MAKES NO
REPRESENTATION, WARRANTY OR GUARANTEE AS TO THE RELIABILITY, TIMELINESS,
QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF ANY
SERVICES OR ANY CONTENT THEREIN OR GENERATED THEREWITH, OR THAT: (A) THE USE OF
THE SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE; (B) THE
SERVICES WILL OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM,
OR DATA; (C) THE SERVICES (OR ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER
MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES) WILL MEET YOUR
REQUIREMENTS OR EXPECTATIONS); (D) ERRORS OR DEFECTS WILL BE CORRECTED; OR (E)
UNLESS OTHERWISE STATED HEREIN, THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL
COMPONENTS. YOU MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY
REQUIRED WARRANTIES, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY
LAW.



10. NON-DISCLOSURE AND CONFIDENTIALITY

10.1 Confidentiality. During the course of their performance under this
Agreement, each party (a “Disclosing Party”) may make available to the other
party (the “Receiving Party”) information that is not generally known to the
public and at time of disclosure is either identified as, or should reasonably
be understood by the receiving party to be, proprietary or confidential (the
“Confidential Information”). Confidential Information shall include, but shall
not be limited to: business plans, strategies, technical data, reports, designs,
drawings, services information, forecasts, projects and analyses; financial
information and fee structures; business processes, methods and models;
employee, customer and supplier information; sales and marketing information.
With respect to Customer, Confidential Information also includes Customer Data
and User Details. Confidential Information does not include: (a) information
that was generally known to the public at the time disclosed to the Receiving
Party; (b) information that becomes generally known to the public (other than
through a breach of this Section by the Receiving Party) after disclosure to the
Receiving Party; (c) information that was in the Receiving Party’s possession
free of any obligation of confidentiality prior to disclosure by the Disclosing
Party; (d) information that is rightfully received by the Receiving Party from a
third party without any restriction on disclosure; or (e) information that was
independently developed by the Receiving Party without reference to or use of
the Disclosing Party’s Confidential Information. All Confidential Information is
provided “AS IS.” NEITHER PARTY MAKES ANY WARRANTIES, EXPRESSED OR IMPLIED,
CONCERNING THE ACCURACY OR COMPLETENESS OF ITS CONFIDENTIAL INFORMATION.

10.2 Use and Disclosure of Confidential Information. The Receiving Party: (a)
will not use Confidential Information for any purpose except in connection with
this Agreement; (b) will not disclose, give access to, or distribute any of the
Confidential Information to any third party, except to the extent expressly
authorized in a separate written agreement signed by the Disclosing Party; and
(c) will take reasonable security precautions (which will be at least as
protective as the precautions the Receiving Party takes to preserve its own
confidential information of a similar nature) to keep the Confidential
Information confidential. The Receiving Party agrees to only disclose the
Confidential Information to those of its employees, directors, affiliates,
advisors, agents, contractors, and other representatives (“Representatives”) who
need to know such information, provided that each such Representative is bound
to protect the Confidential Information by confidentiality obligations
substantially as protective as this Agreement. The Receiving Party will be
responsible for its Representatives’ disclosure or use of the Confidential
Information in violation of this Section. The Receiving Party will promptly
notify the Disclosing Party upon discovery of any unauthorized disclosure or use
of the Confidential Information, or any other breach of this Section, by the
Receiving Party or its Representatives. The Receiving Party’s (and its
Representatives’) obligations under this Section cease to apply to information
upon the later of: (i) the termination of this Agreement; or (ii) after three
(3) years have passed from the date on which the Confidential Information was
first disclosed. Notwithstanding the foregoing, the Receiving Party may not
disclose the Disclosing Party’s trade secrets for as long as the confidentiality
of such trade secrets is maintained.

10.3 Return and Destruction of Materials. On termination of this Agreement,
Customer will uninstall, remove, or otherwise fully cease all interactions with
all instances of the Services contemplated by this Agreement and the applicable
Order Forms. Within One Hundred and Twenty days (120) following the termination
of this agreement, the Receiving Party shall destroy all Disclosing Party
Confidential Information (including all data contained within the Services),
provided that, no fewer than Forty Five (45) days prior to the termination of
this agreement, the Disclosing Party elects to make a request of the Receiving
Party to return, as directed by the Disclosing Party, all copies of Confidential
Information (including all data contained within the Services) received pursuant
to this Agreement, in which case, such destruction or return shall be completed
within One Hundred and Twenty Days of the notified Party’s receipt of the same.
Notwithstanding the foregoing, neither party shall be obligated to erase or
destroy Confidential Information that such party is required to retain under any
applicable law, regulation or order (only during such required period of
retention), or that is contained in an archived computer system backup made in
accordance with such party’s records retention, security and/or disaster
recovery procedures, provided that such archived copy will (i) eventually be
erased or destroyed in the ordinary course of such party’s data processing
procedures, and (ii) shall remain fully subject to the obligations of
confidentiality stated herein until the earlier of the erasure or destruction of
such copy, or the expiration of the confidentiality obligations set forth in
this Agreement.

10.4 Processing of Personal Data. To the extent that Vivun processes personal
data (as that term is defined in Vivun’s Data Processing Addendum) of Company in
the course of providing the Services, it shall do so in accordance with the Data
Processing Addendum provided herewith as
“https://static.vivun.com/privacy/Vivun_DPA_EN.pdf.”

10.5 Intellectual Property; No Obligation to Disclose. Each Party retains all
rights, title, and interest in and to the Confidential Information it discloses
under this Agreement, including all intellectual property and proprietary rights
therein. The disclosure of the Confidential Information to the Receiving Party
does not grant or convey any right of ownership of such Confidential
Information.

10.6 Required Disclosures. The Receiving Party may disclose the Confidential
Information to the extent required by law or legal process. In such cases,
however, the Receiving Party will (except to the extent prohibited by law or
legal process from doing so): (a) give the Disclosing Party prior notice of such
disclosure so as to afford the Disclosing Party a reasonable opportunity to
appear, object, and obtain a protective order or other appropriate relief
regarding such disclosure; (b) use reasonable efforts to limit disclosure to
that which is legally required; and (c) reasonably cooperate with the Disclosing
Party, at the Disclosing Party’s expense, in the Disclosing Party's efforts to
ensure that the Confidential Information will be subject to a protective order
or other legally available means of protection. Either Party may disclose the
terms of this Agreement to potential parties to an acquisition or similar
transaction to facilitate due diligence and closing of the transaction, provided
that any such Party is subject to written non-disclosure obligations and
limitations on use only for the prospected transaction.

10.7 Injunctive Relief. The Parties acknowledge that any actual or threatened
breach of this Section 9 may cause irreparable, non-monetary injury to the other
Party, the extent of which may be difficult to ascertain. Accordingly, each
Party is entitled to seek injunctive relief in addition to all remedies
available at law and/or in equity.



11. INDEMNIFICATION.

11.1 By Vivun. Vivun hereby agrees to indemnify, defend and hold harmless
Customer and its employees, contractors, agents, officers and directors
(together the “Customer Affiliates”), from and against any and all Losses (as
defined below) arising from or as a result of any claim by a third party against
Customer or Customer Affiliates (i) to the extent based on an allegation that
the Services or Vivun’s technology used to provide the Services infringes or
misappropriates any copyright, trade secret, patent, or trademark right of the
third party. In no event will Vivun have any obligations or liability under this
section arising from: (i) Customer’s unauthorized modification of the Services,
or use of the Services in combination with materials not furnished by Vivun;
(ii) use of any Third Party App developed using Vivun’s API; or (iii) use of any
content, information, or data provided by Customer, End Users, or other third
parties. THIS INDEMNITY IS CUSTOMER’S ONLY REMEDY UNDER THIS AGREEMENT FOR ANY
VIOLATION BY VIVUN OF ANY THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.
11.2 By Customer. Customer and its Authorized Users hereby agrees to indemnify,
defend and hold harmless Vivun, its licensees and licensors, and their
respective employees, contractors, agents, officers and directors (together, the
“Vivun Affiliates”), from and against any and all liabilities, damages,
obligations, losses, costs and expenses (including but not limited to reasonable
attorney’s fees) (together, the “Losses”) arising from or as a result of any
claim by a third party against Vivun or the Vivun Affiliates regarding: (i) use
of or access to the Services by Customer or its End Users in violation of this
Agreement; or (ii) any data or Customer Data transmitted or received through, or
posted or stored in, Customer’s account, or (ii) Customer’s use of the Services
beyond the license granted in this Agreement misappropriates any copyright,
trade secret, U.S. patent, or trademark right of the third party.
11.3 Infringement Claims. If the Services become, or in Vivun’s reasonable
judgment are likely to become, the subject of a claim of infringement, then
Vivun may: (i) obtain the right, at Vivun’s expense, for Customer to continue
using the Services; (ii) provide a non-infringing functionally equivalent
replacement; (iii) modify the Services so that it is no longer infringing. If
Vivun, in its sole and reasonable judgment, determines that none of the above
options are commercially reasonable, then Vivun may suspend or terminate
Customer’s use of the Services and provide Customer with a pro rata refund of
prepaid fees.
11.4 Process. The party seeking indemnification will provide prompt notice
concerning the existence of an indemnifiable claim and cooperate fully with the
indemnifying party in defending the claim. Failure to give prompt notice shall
not constitute a waiver of a party’s right to indemnification and shall affect
the indemnifying party’s obligations hereunder only to the extent that the
indemnifying party’s rights are materially prejudiced by such failure or delay.
The indemnifying party will have full control and authority over the defense of
any claim; provided, however, that: (i) the indemnified party may join in the
defense at its own expense using counsel of its choice; and (ii) any settlement
requiring the party seeking indemnification to admit liability or make any
financial payment will require such party’s prior written consent, not to be
unreasonably withheld or delayed.



12. LIMITATION OF LIABILITY.

12.1 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,
EXCEPT IN CONNECTION WITH THEIR RESPECTIVE INDEMNIFICATION OR CONFIDENTIALITY
OBLIGATIONS HEREUNDER, OR A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR
VIOLATION OF LAW, IN NO EVENT SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES,
AGENTS, DIRECTORS, EMPLOYEES OR SUPPLIERS BE LIABLE UNDER THIS AGREEMENT FOR (I)
ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES;
OR (II) LOSS OF USE, DATA, BUSINESS REVENUES, PROFITS (IN EACH CASE WHETHER
DIRECT OR INDIRECT), GOODWILL, OR OTHER INTANGIBLE LOSSES. UNDER NO
CIRCUMSTANCES WILL EITHER PARTY BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY
RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE
SERVICES OR CUSTOMER’S ACCOUNT OR THE INFORMATION CONTAINED THEREIN BY ANY THIRD
PARTY. THESE LIMITATIONS OF LIABILITY SHALL APPLY REGARDLESS OF WHETHER A PARTY
KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF A REMEDY
FAILS OF ITS ESSENTIAL PURPOSE. EXCEPT IN CONNECTION WITH ITS INDEMNIFICATION OR
CONFIDENTIALITY OBLIGATIONS HEREUNDER, OR A PARTY’S GROSS NEGLIGENCE, WILLFUL
MISCONDUCT OR VIOLATION OF LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE
OTHER FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR
COSTS IN AN AMOUNT EXCEEDING THE AMOUNT PAID BY CUSTOMER TO VIVUN HEREUNDER
DURING THE SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.



13. GOVERNING LAW; BINDING ARBITRATION AND CLASS ACTION WAIVER.

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR
RIGHT TO FILE A LAWSUIT IN COURT. This Agreement will be governed by the laws of
the State of Delaware without regard to its conflict of laws provisions. Claims
relating to this Agreement or the Services will be resolved through final and
binding arbitration, except as set forth below. The parties agree that the
Agreement affects interstate commerce and that the Federal Arbitration Act
governs the interpretation and enforcement of these arbitration provisions.
Initial Dispute Resolution: The parties agree that most disputes can be resolved
without resorting to litigation. The parties agree to use their best efforts to
settle any dispute, claim, question, or disagreement directly through
consultation with each other, and good faith negotiations shall be a condition
to either party initiating a lawsuit or arbitration. Accordingly, before
initiating a lawsuit or arbitration, a Party Agrees to contact the other Party
to attempt to resolve the dispute in good faith. Binding Arbitration & Class
Action Waiver: If the Parties do not reach an agreed-upon solution within a
period of thirty (30) days from the time the informal dispute resolution is
initiated under the Initial Dispute Resolution provision above, then either
Party may initiate binding arbitration as the sole means to resolve claims,
subject to the terms set forth below. Specifically, all claims arising out of or
relating to the Agreement (including its formation, performance and breach), the
Parties’ relationship with each other and/or your use of the Services shall be
finally settled by binding arbitration administered by the American Arbitration
Association under its Commercial Arbitration Rules, excluding any rules or
procedures governing or permitting class actions. Thus, THE PARTIES AGREE THAT
EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT
AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE
PROCEEDING. If any court or arbitrator determines that the class action waiver
set forth in this paragraph is void or unenforceable for any reason or that
arbitration can proceed on a class basis, then the disputes, claims or
controversies will not be subject to arbitration and must be litigated in state
or federal court located in Delaware. The arbitrator, and not any federal, state
or local court or agency, shall have exclusive authority to resolve all disputes
arising out of or relating to the interpretation, applicability, enforceability
or formation of the Agreement, including, but not limited to any claim that all
or any part of the Agreement is void or voidable, or whether a claim is subject
to arbitration. The arbitrator shall be empowered to grant whatever relief would
be available in a court under law or in equity. The arbitrator’s award shall be
written, and binding on the Parties and judgment on the award rendered by the
arbitrator(s) may be entered in any court having jurisdiction thereof.
Arbitration will be held in Delaware. If any court or arbitrator determines that
this arbitration provision is void or unenforceable for any reason or that the
parties are not bound to arbitrate their claims, then the disputes, claims or
controversies deemed not to be subject to arbitration must be litigated in state
or federal court located in Delaware. Notwithstanding the foregoing, each Party
shall have recourse to any court of competent jurisdiction to enforce claims for
injunctive and other equitable relief. Nothing herein shall preclude either
Party from seeking provisional remedies in aid of arbitration from a court of
appropriate jurisdiction.



14. MISCELLANEOUS.

14.1 Modifications. This Agreement shall not be modified except by a
subsequently dated, written amendment that expressly amends this Agreement and
which is signed on behalf of Customer and Vivun by their duly authorized
representatives.
14.2 Hosting of the Services; Export Restrictions. The Services are controlled
and operated from facilities in the United States. Customers who access or use
the Services from other jurisdictions (or who allow their End Users to do so) do
so of their own volition and are responsible for compliance with all applicable
United States and international laws and regulations, including but not limited
to export and import regulations.
14.3 Relationship of the Parties. The parties are and shall be independent
contractors with respect to all services provided under this Agreement.
14.4 Force Majeure. Except for payment obligations, neither Vivun nor Customer
will be liable for inadequate performance to the extent caused by a condition
that is beyond the party’s reasonable control, including but not limited to
natural disaster, civil disturbance, acts of terrorism or war, labor conditions,
governmental actions and interruption or failure of the Internet or any utility
service. Vivun will not be liable for: (i) any problems resulting from Customer
combining or merging Vivun Services with any hardware or software not supplied
by Vivun or not identified by Vivun in writing as compatible with the Services;
or (ii) any interruption or unavailability resulting from Customer’s use of the
Services in an unauthorized or unlawful manner or any interruption resulting
from the misuse, improper use, alteration, or damage of the Services; (iii) any
problems caused by modifications in any version of the Services not made or
authorized by Vivun in writing; and (vii) any problems resulting from Customer’s
or any third party’s acts, errors or omissions or any systems not provided by
Vivun.
14.5 Assignment. Neither this Agreement nor any of the rights and licenses
granted hereunder, may be transferred or assigned by either Party without the
other Party’s express written consent. Notwithstanding the foregoing, no consent
shall be required in case of assignment as a result of a merger, acquisition, or
change of control. In any case of such assignment not requiring prior consent
the assigning party will provide the other party written notice of the
assignment. Terms and conditions set forth in this Agreement shall be binding
upon assignees. Any assignment in violation of this Section 15.3 shall be void,
ab initio, and of no effect. Subject to the foregoing, this Agreement is binding
upon, inures to the benefit of and is enforceable by, the parties and their
respective permitted successors and assigns. In the event of an assignment by
Customer not requiring prior consent, following required written notice, Vivun
shall have the ability to terminate the agreement with immediate effect and
provide a pro-rata refund of fees should Vivun determine (acting reasonably)
that the change in control was to: (i) a direct competitor or (ii) an affiliate
of a direct competitor of Vivun.
14.6 Entire Agreement. This Agreement, together with the Order Form constitutes
the entire agreement between Customer and Vivun and supersedes and replaces all
prior or contemporaneous negotiations, discussions or agreements, whether
written or oral, between the parties regarding the subject matter herein. If a
court of competent jurisdiction deems any provision of this Agreement invalid,
the invalidity of such provision shall not affect the validity of the remaining
provisions hereof, which shall remain in full force and effect.
14.7 No Waiver. No waiver of any term of this Agreement shall be deemed a
further or continuing waiver of such term or any other term, and a Party’s
failure to assert any right or provision under this Agreement shall not
constitute a waiver of such right or provision.
14.8 Communications. The Parties agree to receive by e-mail all communications,
agreements, documents, notices, and disclosures that a Party provides in
connection with the Services (“Communications”) or this Agreement. Vivun may
provide Communications in a variety of ways, including by e-mail, text, in-app
notifications, or by posting them on the Vivun website or through the Services.
The Parties agree that all Communications provided by Vivun to Customer
electronically satisfy any legal requirement that such communications be in
writing.
14.9 Analytics Offerings. All purchases of Vivun's suite of Analytics Products
and Services (“Analytics Services”), and shall be construed in accordance with
both this Master Subscription Agreement, as well as the Vivun, Inc. – BI
Analytics Service Usage Terms, located at Legal.vivun.com.





15. DEFINITIONS

15.1 “Content” means the visual information, documents, software, products and
services contained or made available to Customer in the course of using the
Services, other than Customer Data.
15.2 “Customer Data” means any information (including without limitation
personally identifiable information) provided, made available, or submitted by
Customer to the Services or retrieved by the Services from Customer’s
salesforce.com account other than User Details.
15.3 “Documentation” means Vivun's published documentation, knowledge base
articles and other content, and technotes that are generally made available by
Vivun to all customers, including without limitation the materials located at
https://www.vivun.com.
15.4 “End User(s)” means Customer’s named employees, representatives,
consultants, contractors, partners, or agents who are authorized to use the
Services by Customer through the Salesforce LMA (License Management Application)
or the “User Management” facility of the Services.
15.5 “Order Form” means (a) an electronic or tangible order form or (b) online
order, setting forth commercial details of a subscription to the Subscription
Service (including any Add-Ons) and the purchase of associated Professional
Services (if any), incorporating this Agreement by reference.
15.6 “salesforce.com” means the service provided by salesforce.com to which
Customer may be required to be a subscriber in order to obtain access to one of
the offerings within the Service.
15.7 “Subscription Term” means the length of time the Services will be available
to Customer, as negotiated between Customer and Vivun and set forth in the
applicable Order Form.
15.8 “User Details” means basic information collected by Vivun about Customer’s
Salesforce.com users’ authorized by Customer to use the Services which is used
for subscription management, activity logging, and technical support purposes.
15.9 “Vivun System” means the hardware, software, network equipment, and other
technology used by Vivun to deliver the Services, and any other of Vivun's
proprietary technology (including software, hardware, products, processes,
algorithms, user interfaces, know-how, techniques, designs and other tangible or
intangible technical material or information) made available to Customer by
Vivun in providing the Services.
15.10 “Total Contract Billing” (“TCB”) is defined as a the total amount that
will be billed over the duration of the charge.

16. Changes to Terms of Service
16.1 We reserve the right, at our sole discretion, to update, change or replace
any part of these Terms. The most current version of the Terms will be posted on
the Service and it is your responsibility to check our website periodically for
changes. If the changes include material changes that affect your rights or
obligations, we will notify you of the changes by reasonable means, which could
include notification through the Service or via email. Your continued use of the
Service following the effective date of any changes to these Terms constitutes
acceptance of those changes. If you do not agree to the new Terms, you may not
use the Service.

For questions about these or any Vivun terms or policies, email us at
legal@vivun.com.




VIVUN, INC. - DATA PROCESSING ADDENDUM


VERSION 4.0

EFFECTIVE OCTOBER 25, 2023

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Vivun Inc. - Data Processing Addendum


This Data Processing Agreement ("DPA") represents the Parties’ agreement
regarding the processing of Customer Personal Data (defined below by Vivun on
behalf of Customer in order to carry out the Services and it is incorporated
into and forms part of the Vivun’s Master Services Agreement (the “Agreement”),
as updated from time to time. Defined terms used in the DPA but not defined in
this DPA shall have the same meaning in this DPA as are given to them in the
Agreement.
1. Definitions
"Affiliate " means an entity that directly or indirectly Controls, is Controlled
by or is under common Control with an entity. Control " means an ownership,
voting or similar interest representing fifty percent (50%) or more of the total
interests then outstanding of the entity in question. The term " Controlled "
will be construed accordingly.
“Customer Personal Data” means any Customer’s Proprietary Information that is
personal data and that is processed by Vivun on behalf of Customer in the course
of providing the Services under the Agreement, as more particularly described in
Schedule A of this DPA.
“Customer’s Proprietary Information” or “Customer Data” means the proprietary
content provided by Customer to Vivun or other Information belonging to
Customer, that is provided to and processed by Vivun on behalf of Customer in
the course of providing the Services under the Agreement, including personal
data, that is not public knowledge and that is viewed as the property of the
holder.
“Data Protection Laws” means all data protection and privacy laws and
regulations applicable to the Customer Personal Data in question, including,
where applicable, EU/UK Data Protection Laws.
“Data Systems” means information systems including, but not limited to,
cloud-based systems, net-services, networks, computers, computer systems,
communication systems and other information systems which may or may not be part
of the Vivun software.
"EU/UK Data Protection Law" means: (i) the GDPR; (ii) the GDPR as saved into
United Kingdom law by virtue of section 3 of the United Kingdom's European Union
(Withdrawal) Act 2018 (the "UK GDPR"); (iii) the EU e-Privacy Directive
(Directive 2002/58/EC); and (iv) any and all applicable national data protection
laws made under, pursuant to or that apply in conjunction with any of (i), (ii)
or (iii); in each case as may be amended or superseded from time to time.
“Vivun Affiliate” means the Affiliates of Vivun that may assist in the
performance of the Services in accordance with this DPA.
“EEA” means the European Economic Area.
“GDPR” means the Regulation (EU) 2016/679 of the European Parliament and of the
Council on the protection of natural persons with regard to the processing of
personal data and on the free movement of such data (European Union General Data
Protection Regulation).
“Vivun Software” or the “Software” is the software provided by Vivun as part of
the Services.
"Permitted Affiliate" means any Affiliate of Customer which: (i) is the
controller of Customer Personal Data; and (ii) is permitted to use the Service
pursuant to the Agreement, but has not signed its own service agreement or Order
Form with Vivun and is not a "Customer" as defined under the Agreement.
“Process”, “Processing” or “Processed” means any operation or set of operations
which is performed upon Customer Proprietary Information including Personal
Data, whether or not by automated means, according to the definitions given to
such terms in the GDPR.
"Restricted Transfer" means: (i) where the GDPR applies, a transfer of personal
data from the EEA to a country outside of the EEA which is not subject to an
adequacy determination by the European Commission; (ii) where the UK GDPR
applies, a transfer of personal data from the United Kingdom to any other
country which is not based on adequacy regulations pursuant to Section 17A of
the United Kingdom Data Protection Act 2018.
"Standard Contractual Clauses" means: (i) where the GDPR applies, the
contractual clauses annexed to the European Commission's Implementing Decision
2021/914 of 4 June 2021 on standard contractual clauses for the transfer of
personal data to third countries pursuant to Regulation (EU) 2016/679 of the
European Parliament and of the Council ("EU SCCs"); and (ii) where the UK GDPR
applies, standard data protection clauses adopted pursuant to or permitted under
Article 46 of the UK GDPR ("UK SCCs").
“Security Breach” means any breach of security leading to the accidental or
unlawful destruction, loss, alteration, unauthorized disclosure of or access to
Customer Personal Data transmitted, stored or otherwise processed by Vivun
and/or its Sub-processors in connection with the provision of the Service.
"Security Breach" shall not include unsuccessful attempts or activities that do
not compromise the security of Customer Personal Data, including unsuccessful
login attempts, pings, port scans, denial of service attacks, and other network
attacks on firewalls or networked systems.
“Services” means all services provided by Vivun in accordance with, and as
defined in, the Agreement.
“Sub-processor” means any third party engaged by Vivun or Vivun Affiliates to
assist in fulfilling its obligations with respect to providing the Services
pursuant to the Agreement or this DPA.
The terms “controller”, "data subject", “processor”, “processing”, “personal
data” and "supervisory authority" shall have the meanings given to them in Data
Protection Laws or if not defined therein, the GDPR.
2. Roles and Scope of Processing
2.1 This DPA applies where and only to the extent that Vivun processes Customer
Personal Data as a processor or sub-processor on behalf of the Customer in the
course of providing Services pursuant to the Agreement.
2.2 Customer is the controller of the Customer Personal Data and is solely
responsible for providing all required notices and obtaining all the necessary
authorizations and approvals to enter, use, provide, store and process Customer
Personal Data to enable Vivun to provide lawfully the Services. Customer shall,
in its use of the Service and provision of instructions to Vivun, process
Customer Personal Data in accordance with all laws and regulations.
Customer shall not disclose (and shall not permit any data subject to disclose)
any special categories of personal data to Vivun for processing [except where
and to the extent expressly disclosed in Schedule A of this DPA].
2.3 Customer, as the controller, hereby appoints Vivun as the processor in
respect of all processing operations required to be carried out by Vivun on
Customer Personal Data in order to provide the Services in accordance with the
terms of the Agreement.
2.4 Vivun shall collect, retain, use, disclose, and otherwise process the
Customer Personal Data only in accordance with documented instructions given by
Customer for the for the following purposes: (i) processing in accordance with
the Agreement; (ii) processing initiated by software users in their use of the
Services; and (iii) processing to comply with other documented reasonable and
lawful instructions provided by Customer (unless required by law to act without
such instructions, in which case Vivun shall, except where prohibited by law
from doing so, inform the Customer of that legal requirement before Processing).
For these purposes, Customer instructs Vivun to process Customer Personal Data
for the purposes described in Schedule A. The DPA and Main Agreement are
Customer's complete and final instructions.
3. Sub-Processing
3.1. Customer acknowledges and agrees that Vivun and Vivun Affiliates may engage
third-party Sub-processors to process Customer Personal Data on behalf of Vivun
in connection with the provision of the Services.
3.2 A list of Vivun's current Sub-processors, their functions and locations, is
available at https://static.vivun.com/privacy/Vivun_DPA_Subprocessors_EN.pdf
("Sub-processor List").
3.3 Customer may opt into notifications regarding any additions to the
Sub-processor List at https://www.vivun.com/dpa-form. If Customer has elected to
receiving these notifications, Vivun shall notify Customer of any proposed
amendments to the Sub-processor List (including the addition or any replacement
to the list) at least fifteen days prior to any such change.
3.4 Vivun will remain responsible for its compliance with the obligations of
this DPA and for any acts or omissions of all Sub-processors it engages to
provide the Services, that cause Vivun to breach any of Vivun’s obligations
under this DPA.
4. Compliance with Laws
4.1 Each Party will comply with all applicable laws, including the Data
Protection Laws applicable to it and binding on it in the performance of the
Service, including all statutory requirements relating to data protection.
4.2 Customer acknowledges that Vivun is not responsible for determining the
requirements of laws applicable to Customer’s business, clientele, or choice of
markets, or that Vivun’s provision of the Services meet the requirements of such
laws.
5. Security Responsibilities of Vivun
5.1 Vivun shall implement and maintain appropriate technical and organizational
measures for ensuring the security of, and protecting the confidentiality and
integrity of, Customer Personal Data and to ensure that Vivun’s processing of
Customer Personal Data is in accordance with the requirements of the Data
Protection Laws and protects the rights of Data Subjects. These measures ensure
a level of security appropriate to the risks presented by the nature of the
processing activities having regard to the state of the art and the cost of
their implementation.
5.2 Information relevant to how Vivun security measures are implemented and
maintained is provided in the “Information Protection and Security Standard”
document, attached hereto as Schedule B. Vivun reserves the right to make
changes to the document to reflect technological developments provided, that
such changes to not result in any degradation to the security of Customer
Personal Data or the manner in which the Services is provided.
5.3 The technical and organizational measures implemented by Vivun include the
following:
i. Vivun has implemented and will maintain appropriate procedures to ensure that
unauthorized persons will not have access to Customer Personal Data and to the
Data Systems used to process Customer Personal Data, and that any persons
authorized to have access to Customer Personal Data will protect and maintain
its confidentiality and security.
ii. Vivun has implemented and will maintain appropriate measures to ensure that
all employees and contractors involved in the processing of Customer Personal
Data are authorized personnel with a need to access the data, are bound by
appropriate confidentiality obligations and have undergone appropriate training
in the protection and handling of Personal Data.
5.4 Customer declares and confirms to have evaluated the security measures
implemented by Vivun as providing an appropriate level of protection for the
Customer Proprietary Information, taking into account the risk associated with
the processing of such information.
6. Security Breach
6.1 If Vivun becomes aware of a Security Breach affecting Customer Personal
Data, Vivun shall, without undue delay: (I) notify Customer of the Security
Breach; and (II) take reasonable steps to mitigate the effects and to minimize
any damage resulting from the Security Breach.
6.2 In the event of a Security Breach, Vivun shall provide Customer with a
reasonable assistance in dealing with the Security Breach, in particular in
relation to making any notification to a supervisory authority or any
communication to data subject, as required under Data Protection laws. In order
to provide such assistance and taking into account the nature of the Services
and the information available to Vivun, Vivun shall provide all such timely
information as it becomes known or as is reasonably requested by Customer.
6.3 Customer agrees that Vivun’s obligation to report or respond to a Security
Breach under this Section is not and will not be construed as an acknowledgement
by Vivun of any fault or liability of Vivun with respect to the Security Breach.
7. Subject Access Requests & Other Communications
Taking into account the nature of the Services, Vivun shall provide reasonable
assistance to Customer, to allow the Customer to respond to (i) any request from
a data subject to exercise any of its rights under applicable Data Protection
Laws; and (ii) any other correspondence, inquiry or complaint received from a
data subject, regulator or other third party in connection with the processing
of Customer Personal Data.,. To the extent permitted by law, Vivun shall forward
to Customer any such request, correspondence, enquiry or complaint it receives.
Any cost arising from the provision of assistance by Vivun under this Section 7
shall be borne by Customer. Vivun shall provide an estimate of any such costs
which shall be to be agreed in writing by the Parties.
8. Data, Retrieval & Destruction
8.1 Subject to Section 8.2, on termination of this DPA, Customer will uninstall,
remove, or otherwise fully cease all interactions with all instances of the
Services contemplated by this Agreement and the applicable Order Forms. Within
One Hundred and Twenty days (120) following the termination of this agreement,
the Receiving Party shall destroy all Disclosing Party Confidential Information
(including all data contained within the Services), provided that, no fewer than
Forty Five (45) days prior to the termination of this agreement, the Disclosing
Party elects to make a request of the Receiving Party to return, as directed by
the Disclosing Party, all copies of Confidential Information (including all data
contained within the Services) received pursuant to this Agreement, in which
case, such destruction or return shall be completed within One Hundred and
Twenty Days of the notified Party’s receipt of the same. Notwithstanding the
foregoing, neither party shall be obligated to erase or destroy Confidential
Information that such party is required to retain under any applicable law,
regulation or order (only during such required period of retention), or that is
contained in an archived computer system backup made in accordance with such
party’s records retention, security and/or disaster recovery procedures,
provided that such archived copy will (i) eventually be erased or destroyed in
the ordinary course of such party’s data processing procedures, and (ii) shall
remain fully subject to the obligations of confidentiality stated herein until
the earlier of the erasure or destruction of such copy, or the expiration of the
confidentiality obligations set forth in this Agreement.
8.2 Customer acknowledges that the Services rely on Amazon Web Services (AWS),
and that Vivun can only logically delete terminated Customer Proprietary
Information stored in the Platform. Vivun will carry out the logical deletion
within One Hundred and Twenty (120) days from the termination of the Agreement
and will refrain from using Customer Personal Data for any other purpose during
that period.
9. Information Security Assessment
9.1 Customer acknowledges that Vivun is regularly audited against ISO 27001 and
SSAE 18 SOC1 and 2 standards by independent third auditors. Upon request, Vivun
shall supply a summary copy of its audit report(s) to Customer, which reports
shall be subject to the confidentiality provisions of the Agreement. In
addition, upon Customer's request and on a confidential basis, Vivun will
provide, no more than once per calendar year to Customer and its designees, all
reasonably requested information necessary to demonstrate Vivun’s compliance
with Data Protection Laws.
9.2 Customer is responsible for reviewing the information made available by
Vivun relating to data security and making an independent determination as to
the provisions of the DPA in relation to the provision of the Services meets
Customer’s requirements and legal obligations, as well as the obligations under
this DPA.

10. Processing locations
Customer acknowledges and agrees that Vivun may transfer and process Customer
Personal Data to and in the United States and other locations in which Vivun,
Vivun Affiliates or Vivun's Sub-processors maintain data processing operations.
Vivun shall at all times ensure such transfers are made in compliance with the
requirements of this DPA.
11. Europe
11.1 The terms in this Section 11 apply only if and to the extent Customer
Personal Data is subject to EU/UK Data Protection Law.
11.2 Vivun shall notify Customer in writing, unless prohibited from doing so
under EU/UK Data Protection Law if it becomes aware or believes that any data
processing instruction from Customer violates applicable EU/UK Data Protection
Law.
11.3 Vivun will enter into a written agreement with each Sub-processor imposing
data protection obligations no less protective of Customer Personal Data as this
DPA and to the extent applicable to the nature of the services provided by such
Sub-processor.
11.4 Customer may object in writing to Vivun’s appointment of a new
Sub-processor on reasonable grounds relating to data protection by notifying
Vivun promptly in writing within 30 calendar days of receipt of any notice
provided by Vivun in accordance with Section 3.3 and the parties shall discuss
Customer's concerns in good faith with a view to achieving a commercially
reasonable resolution. If no such resolution can be reached, Vivun will, at its
sole discretion, either (i) not appoint Sub-processor; or (ii) permit Customer
to suspend or terminate the affected Service(s) in accordance with the
termination provisions in the Agreement without liability to either party (but
without prejudice to any fees incurred by Customer prior to suspension or
termination). In such case, Vivun shall refund Customer for any prepaid unused
portion of the affected Service(s).
11.5 To the extent Vivun is required under EU/UK Data Protection Law and
Customer does not already have access to the relevant information, Vivun shall
provide reasonably requested information regarding Vivun's processing of
Customer Personal Data under the Agreement to enable Customer to carry out data
protection impact assessments or prior consultations with supervisory
authorities as required by EU/UK Data Protection Law. Any costs arising from the
provision of assistance by Vivun under this Section 11.5 shall be borne by
Customer. Vivun shall provide an estimate of any such costs which shall be
agreed in writing by the Parties.
11.6 To the extent the transfer of Customer Personal Data from Customer to Vivun
is a Restricted Transfer it shall be subject to the appropriate Standard
Contractual Clauses as follows:
11.6.1 In relation to Customer Personal Data that is protected by the GDPR, the
EU SCCs will apply as follows:
(i) Vivun will be the "data importer" and Customer will be the "data exporter";
(ii) Module Two (Controller to Processor Clauses) will apply;
(iii) in Clause 7, the optional docking clause will apply;
(iv) in Clause 9, Option 2 will apply and the time period for prior notice of
Sub-processor changes is identified in Section 3.3 of this DPA;
(v) in Clause 11, the optional language will not apply;
(vi) in Clause 17, Option 1 will apply, and the EU SCCs will be governed by
Irish law; (vii) in Clause 18(b), disputes shall be resolved before the courts
of Ireland;
(viii) Annex I shall be deemed completed with the information set out in
Schedule A of this DPA; and
(ix) Annex II shall be deemed completed with the information set out in Schedule
B of this DPA.
11.6.2 in relation to Customer Personal Data that is protected by the UK GDPR or
Swiss DPA, the EU SCCs as implemented under Clause 11.6.1 above will apply with
the following modifications:
(i) references to "Directive 95/46/EC" or "Regulation (EU) 2016/679" are
interpreted as references to the UK GDPR or the Swiss DPA (as applicable);
(ii) references to specific Articles of "Regulation (EU) 2016/679" are replaced
with the equivalent article or section of the UK GDPR or Swiss DPA (as
applicable);
(iii) references to "EU", "Union" and "Member State," are replaced with "UK" and
"Switzerland" (as applicable);
(iv) Clause 13(a) and Part C of Annex II are not used and references to the
"competent supervisory authority" and "competent courts" shall be interpreted as
references to the "Information Commissioner" and the "courts of England and
Wales" or the "Swiss Federal Data Protection and Information Commissioner" and
the "relevant courts of Switzerland" (as applicable);
(v) in Clause 17, the EU SCCs are governed by the laws of England and Wales or
Switzerland (as applicable); and
(vi) in Clause 18(b), disputes will be resolved before the courts of England and
Wales or Switzerland (as applicable).
11.6.3 to the extent that and for so long as the EU SCCs as implemented in
accordance with Clause 11.6.2 above cannot be used to lawfully transfer Customer
Personal Data in accordance with the UK GDPR to Vivun, the UK SCCs shall be
incorporated into and form an integral part of this DPA and shall apply to
transfers governed by the UK GDPR. For the purposes of the UK SCCs, the relevant
annexes, appendices or tables of the UK SCCs shall be deemed populated with the
information set out in Schedule A and Schedule B (as applicable) of this DPA.
11.7 The rights and obligations afforded by Standard Contractual Clauses will be
exercised in accordance with this DPA, unless stated otherwise. It is not the
intention of either party to contradict or restrict any of the provisions set
forth in the Standard Contractual Clauses and, accordingly, if and to the extent
the Standard Contractual Clauses conflict with any provision of the Agreement
(including this DPA) the Standard Contractual Clauses shall prevail to the
extent of such conflict.
11.8 For the purposes of Clause 15(1)(a) of EU SCCs, Vivun shall notify Customer
and not the data subject(s) in case of government access requests. Customer
shall be solely responsible for promptly notifying the data subject, as
necessary.
11.9 To the extent Vivun adopts an alternative data export mechanism (including
any new version of or successor to the Standard Contractual Clauses adopted
pursuant to Data Protection Laws) for the transfer of Customer Personal Data
(“Alternative Transfer Mechanism”), the Alternative Transfer Mechanism shall
automatically apply instead of any applicable transfer mechanism described in
this DPA (but only to the extent such Alternative Transfer Mechanism complies
with EU/UK Data Protection Law and extends to territories to which Customer
Personal Data is transferred).
12. Nondisclosure
Customer agrees that the details of this DPA are not publicly known and
constitute Vivun’s Confidential Information under the confidentiality provisions
of the Agreement. If the Agreement does not include a confidentiality provision
protecting Vivun Confidential Information and Customer and Vivun or its
Affiliates do not have a non-disclosure agreement in place covering this DPA,
then Customer will not disclose the contents of this DPA to any third party
except as required by law.
13. Permitted Affiliates
When a Permitted Affiliate becomes a party to the DPA, then such Permitted
Affiliate shall be entitled to exercise its rights and remedies available under
this DPA to the extent required under Data Protection Laws. However, if Data
Protection Laws requires the Permitted Affiliate to directly exercise a right or
remedy against Vivun directly by itself, the parties agree that to the extent
permitted under law: (i) only the Customer that is the contracting entity to the
Agreement shall exercise any such right or seek any such remedy on behalf of the
Permitted Affiliate; and (ii) the Customer that is the contracting party to the
Agreement shall exercise any such rights under this DPA in a combined manner for
all of its Permitted Affiliates together, instead of doing so separately for
each Permitted Affiliate. The Customer that is the contracting entity is
responsible for coordinating all communication with Vivun under the DPA and be
entitled to make and receive any communication related to this DPA on behalf of
its Permitted Affiliates.
14. Liability
14.1 Vivun's and all of Vivun Affiliates’ liability, taken together in the
aggregate, arising out of or related to this DPA (including the Standard
Contractual Clauses) and all data processing agreements between Customer,
Permitted Affiliates and Vivun, whether in contract, tort, or under any other
theory of liability, is subject to the limitations and exclusions of liability
under the Agreement, and any reference in such section to the liability of a
party means the aggregate liability of that party and all of its Affiliates
under the Agreement, this DPA and the Standard Contractual Clauses.
14.2 Vivun's and Vivun Affiliates’ total liability for all claims from Customer
and all Permitted Affiliates arising out of or related to the Agreement and each
DPA shall apply in the aggregate for all claims under both the Agreement and all
data processing agreements established under this DPA or the Agreement,
including by Customer and all Permitted Affiliates, and shall not be understood
to apply individually and severally to Customer and/or to any Permitted
Affiliate that is a contractual party to any such DPA. Each reference to the DPA
herein means this DPA including its schedules, attachments, or terms
incorporated by reference.


15. California Consumer Privacy Act
15.1 The terms in this Section 15 apply only if and to the extent Customer
Personal Data is subject to the California Consumer Privacy Act, California
Civil Code § 1798.100 et seq. (as may be amended, modified, or supplemented from
time to time, and together with any implementing regulations, “CCPA”.
15.2 Customer and Vivun are are referred to within this section collectively as
the “Parties”, and each, individually, as a “Party”. All terms used but not
defined in this CCPA Addendum shall have the meaning set forth in the CCPA.
a. “California resident” has the meaning given to such term under Section 17014
of Title 18 of the California Code of Regulations, as that section read on
September 1, 2017
b. “Personal Information” has the meaning given to such term under the CCPA.
c. “Collection” has the meaning given to such term under the CCPA
d. “Sensitive personal information” has the meaning given to such term under the
CCPA.
e. “Service Provider” has the meaning given to such term under the CCPA.
f. “Sell” has the meaning given to such term under the CCPA. “Share” has the
meaning given to such term under the CCPA.

15.3 Vivun acknowledges and agrees that it is required to assist Customer
through appropriate technical and organizational measures in complying with
certain requirements under subdivisions (d) through (f) of Section 1798.100 of
the CCPA, which include: (1) acknowledging that the California PI is being
disclosed by Customer only for limited and specified purposes set forth in this
CCPA Addendum or the Agreement; (2) Vivun agreeing to comply with the applicable
obligations of the CCPA and provide at least the level of privacy protections as
are required by the CCPA; (3) acknowledging and agreeing that Customer has the
right to take reasonable and appropriate steps to help to ensure that Vivun uses
the California PI in a manner consistent with Customer’s obligations under the
CCPA; (4) Vivun agreeing to notify Customer if Vivun makes a determination that
it can no longer meet its obligations under this Section; and (5) acknowledging
and agreeing that Customer has the right, upon notice, including under this
Section 2(3) above, to take reasonable and appropriate steps to stop and
remediate unauthorized use of California PI.
15.4. Vivun will reasonably assist Customer with any data subject access,
erasure or opt-out requests and objections. If Vivun receives any request from
data subjects, authorities, or others relating to its data processing, Vivun
will without undue delay inform Customer and reasonably assist Customer with
developing a response (but Vivun will not itself respond other than to confirm
receipt of the request, to inform the data subject, authority or other third
party that their request has been forwarded to Customer, and/or to refer them to
Customer, except per reasonable instructions from Customer). Vivun will also
reasonably assist Customer with the resolution of any request or inquiries that
Customer receives from data protection authorities relating to Vivun, unless
Vivun elects to object such requests directly with such authorities.

15.5 Unless otherwise indicated, any reference herein to the CCPA or provisions
thereof shall be construed as a reference thereto as amended, modified, varied,
restated, supplemented or re-enacted from time to time or as a reference to any
successor thereto and all rules and regulations promulgated thereunder.



16. Miscellaneous
16.1 Notwithstanding the foregoing and anything to the contrary in the Agreement
(including this DPA), Customer acknowledges that Vivun shall have a right to
process Customer Personal Data or data related to Customer's use of the Service
for the purposes of creating anonymized, aggregate and/or de-identified
information for its own legitimate business purposes, including but not limited
to improve and develop the Service.
16.2 This DPA supersedes and replaces all prior representation, understanding,
communications and agreements between the Parties in relation to the matter of
this DPA.
16.3 As between Customer and Vivun, this DPA is incorporated into and subject to
the terms of the Agreement and shall be effective and remain in force for the
term of the Agreement or the duration of the Service. Except for the changes
made by this DPA, the Agreement remains unchanged and in full force and effect.
In the event of any conflict between the terms of this DPA and the terms of the
Agreement, the terms of this DPA shall prevail so far as the subject matter
concerns the processing of Customer Personal Data.
16.4 In no event shall this DPA benefit or create any right or cause of action
on behalf of a third party, but without prejudice to the rights or remedies
available to data subjects under Data Protection Laws or this DPA (including the
Standard Contractual Clauses).
16.5 Each party acknowledges that the other party may disclose the Standard
Contractual Clauses, this DPA, and any privacy related provisions in the
Agreement to any regulator or supervisory authority upon request.
16.6 Notwithstanding anything to the contrary in the Agreement, Vivun may
periodically make modifications to this DPA as may be required to comply with
Data Protection Laws.
16.7 Other than as required by applicable Data Protection Laws or the Standard
Contractual Clauses, the dispute mechanisms, including those related to venue
and jurisdiction, set forth in the Agreement govern any dispute pertaining to
this DPA.




Schedule A to the DPA
Description of the Processing Activities / Transfer


List of Parties
Data Exporter
Data Importer
Name: The party identified as the "Customer" in the Agreement
Name: Vivun, Inc. ("Vivun")
Address: The address associated with the Vivun account or as otherwise specified
in the Agreement.
Address: ‌ 1954 Mountain Blvd #13246, Oakland, CA 94611)
Contact Person's Name, position and contact details: The contact details
associated with the Customer's account, or as otherwise specified in the DPA or
Agreement.
Contact Person's Name, position and contact details: The contact details
associated with the Customer's account, or as otherwise specified in the DPA or
Agreement.
Activities relevant to the transfer: See Annex 1(B) below
Activities relevant to the transfer: See Annex 1(B) below
Signature and date: See front end of Agreement
Signature and date: See front end of Agreement
Role: Controller
Role: Processor

Description of Transfer
Categories data subjects
Customer may submit Customer Personal Data to Vivun, the extent of which is
determined and controlled by the Customer in its sole discretion, and which may
include, but is not limited to Personal Data relating to: (i) clients, customers
and prospects of Customer (each a "Client"); (ii) business partners, (iii)
vendors and (iv) end-users.
Purposes of the transfer(s)
Processing: (i) to provide the Service in accordance with the Agreement; (ii) to
perform any steps necessary for the performance of the Agreement; (iii)
initiated by Customer and its end-users in its use of the Service; and (iv) to
comply with other reasonable instructions provided by Customer (e.g., via email
or support tickets) that are consistent with the terms of the Agreement
(individually and collectively, the "Purpose").
Categories of personal data
Customer may submit Customer Personal Data to Vivun, the extent of which is
determined and controlled by Customer in its sole discretion [and may vary
depending on the Service] but which may include, but is not limited to
identification and contact data (name, address, title, contact details);
employment details (employer, job title, geographic location, area of
responsibility, employer financial information); or any other personal data
elements contained within Customer Data that Customer chooses to input into or
otherwise provide to the Service.
Frequency of the transfer.
The Customer Personal Data will be transferred in accordance with the Customer's
instructions as described in this DPA.
Sensitive data (if appropriate)
N/A. Customer is prohibited under the Agreement from submitting special category
data to the Service.
Duration of processing:
Term of the Agreement plus the period from the expiry of the Agreement until
deletion of Customer Personal Data in accordance with the terms of the Agreement
(including the DPA or as otherwise instructed by Customer.
Subject matter of the processing:
The subject matter of the processing is the Customer Personal Data processed by
Vivun to provide the Service.
Nature of the Processing:
[Customer Personal Data transferred will be processed in accordance with the
Agreement (including this DPA) and may be subject to the following processing
activities:
(i) storage and other processing necessary to provide, maintain and improve the
Service (as applicable) provided to Customer as instructed by Customers or its
end-users; and/or
(ii) disclosures in accordance with the Agreement and/or as compelled by
applicable laws.]
Retention period (or, if not possible to determine, the criteria used to
determine that period):
[Vivun will retain Customer Personal Data for the term of the Agreement and any
period after the termination of expiry of the Agreement during which Vivun
processes Customer Personal Data. ]

Competent supervisory authority
The Data Exporter's competent supervisory authority will be determined in
accordance with the GDPR. With respect to Personal Data protected by UK GDPR,
the competent supervisory authority is the Information Commissioners Office (the
"ICO").





Schedule B
Technical and Organizational Security Measures


Description of the technical and organizational measures implemented by the
processor(s) / data importer(s) (including any relevant certifications) to
ensure an appropriate level of security, taking into account the nature, scope,
context and purpose of the processing, and the risks for the rights and freedoms
of natural persons.
Measure
Description
Measures of pseudonymization and encryption of personal data
Data is encrypted in transit with TLS 1.2+. As applicable, data is encrypted at
rest with native AWS solutions such as Key Management Service (KMS).
Measures for ensuring ongoing confidentiality, integrity, availability and
resilience of processing systems and services
Vivun uses vulnerability assessment, patch management, threat prevention and
on-going monitoring procedures, processes and policies to identify, detect and
mitigate against identified security threats, risks and malicious code.
Measures for ensuring the ability to restore the availability and access to
personal data in a timely manner in the event of a physical or technical
incident
A resilient Platform architecture is deployed by leveraging AWS features.
Critical Platform components are replicated across multiple AWS Availability
Zones, each of them designed as an independent failure zone. This capability is
leveraged by balancing the architecture components between two AWS Availability
Zones to keep the system operational, even if one Availability Zone stops
working. Disaster recovery plans are in place to guide personnel in procedures
to protect against disruptions caused by an unexpected event.
Processes for regularly testing, assessing and evaluating the effectiveness of
technical and organisational measures in order to ensure the security of the
processing
Vivun performs external, independent penetration testing at least annually with
a firm that has a strong reputation within the security industry and internally,
as a significant change has been made to applications or infrastructure
services. Additionally, we perform continuous vulnerability scans and
assessments on production assets.
Measures for user identification and authorisation
Vivun uses logical access controls to manage access to data and systems based on
access levels, job roles and data classification.
Measures for the protection of data during transmission
All communication between Vivun Servers and Connected Applications is encrypted
in transit. Vivun uses secure TLS protocols (1.2 and above) and strong cipher
suites to ensure your organization’s data is protected as it moves in and out of
Vivun.
Measures for the protection of data during storage
Data is encrypted at rest, secured by FIPS 140-2 certified hardware security
modules (HSMs) via Amazon Key Management Service (KMS).
Measures for ensuring physical security of locations at which personal data are
processed
Vivun relies on Amazon AWS and Salesforce, both of whom are responsible for
implementing controls for restricting physical access to data center facilities,
backup media, and other system components including firewalls, routers, and
servers.
Measures for ensuring events logging
Vivun production servers and systems are configured to log access related events
and send logs to a centralized logging repository, and monitoring tools are in
place in order to analyze the systems for possible or actual security breaches.
The logging and monitoring tools used are configured to provide e-mail alerts to
appointed personnel when suspicious activity is detected.
Measures for ensuring system configuration, including default configuration
Vivun uses configuration management processes and tools to deploy, enforce and
monitor configurations to systems.
Measures for internal IT and IT security governance and management
Vivun Inc. maintains an information security management system (“ISMS”), which
is aligned to and self-assessed against NIST 800-53. Within this framework,
Vivun has defined an information security program implementing, in accordance
with NIST 800-53, policies, procedures, administrative and technical safeguards
to minimize security risks, through risk assessment, and to protect its
customers’ data against accidental or unlawful loss, access or disclosure or
other misuse. The information security program includes the following measures.
Measures for certification/assurance of processes and products
Vivun Security and Compliance team regularly reviews its processes on an annual
/ as-needed basis. Vivun undergoes a SOC2 Type 2 audit annually to ensure
effectiveness of Vivun security controls, operations and policies.
Measures for ensuring data minimisation
Vivun data classification, data handling, and data destruction policies and
procedures describe the relevant controls to ensure data privacy and
protections.
Customer data is protected with least privilege access and handled with
appropriate operational controls.
Measures for ensuring data quality
Vivun uses change management procedures and auditing mechanisms to test,
approve, and monitor changes to Vivun services and infrastructure.
Measures for ensuring limited data retention
We will retain your information for the period necessary to fulfill the purposes
outlined in this Policy unless a longer retention period is required or
permitted by law. When we have no ongoing legitimate business need to process
your personal information, we will either delete or anonymize it, or, if this is
not possible (for example, because your personal information has been stored in
backup archives), then we will securely store your personal information and
isolate it from any further processing until deletion is possible.
Measures for ensuring accountability
Vivun has a dedicated Security department, where the CISO reports directly to
the CEO to ensure unfiltered visibility and analysis of risks.
The Security department is charged with holding the company, departments and
services to achieve the security policies, processes and compliance goals. The
security department shall accomplish these objectives by the following
mechanisms:
Security Operations and Engineering team is responsible for threat detection,
incident response and cloud, network and host security.
Governance Compliance and Risk Management team is responsible for customer
assurance, governance, risk and compliance across our internal, SOC 2 and ISO
requirements.
Product and Application Security team is responsible for ensuring Vivun’s
products are secure.
Measures for allowing data portability and ensuring erasure
Data (privacy) request processes are in place to handle termination, erasure or
removal of data.







Schedule C
Transfer Impact Assessment


Description of the technical and organizational measures implemented by the
processor(s) / data importer(s) (including any relevant certifications) to
ensure an appropriate level of security, taking into account the nature, scope,
context and purpose of the processing, and the risks for the rights and freedoms
of natural persons.


Relevant Laws
Law
Description
Data importer's experience from prior five years.
Industry experience from prior five years.
Section 702 of the Foreign Intelligence Surveillance Act ("S702 FISA")
S702 FISA is a federal law that allows US government agencies to conduct
targeted surveillance of foreign persons located outside the US with the
compelled assistance of electronic communications service providers ("ECSPs")
within the meaning of 50 U.S.C § 1881(b)(4). This includes "electronic
communication service providers" and "remote computing service providers" as
defined under 18 U.S.C. § 2510 and 18 U.S.C. § 2711, telecommunications carriers
as defined under 47 U.S.C. §153, other communication service providers that have
access to wire or electronic communications, and other relevant entities that
are officers, employees or agents of the foregoing.
To date, Vivun has never received any government agency requests for access to
personal data from Europe under S702 FISA.
Like most US-based cloud computing providers, sales intelligence platforms such
as Vivun may technically qualify as "electronic communications service
providers" within the scope of S702 FISA and therefore US government authorities
could (at least theoretically) compel access to personal data that we process.
However, sales intelligence platforms such as Vivun do not generally deal in the
type of data that is of interest to US intelligence agencies. As detailed in the
US Department of Commerce’s white paper titled “Information on U.S. Privacy
Safeguards Relevant to SCCs and Other EU Legal Bases for EU-U.S. Data Transfers
after Schrems II”, companies whose European operations involve data transfers
limited to commercial information (such as employee, customer, prospect, or
sales records) are not the target of US intelligence and counter-terrorism
agencies.
Executive Order 12333 ("EO 12333")
EO 12333 authorizes and governs the circumstances in which US intelligence
agencies can engage in foreign intelligence surveillance outside the US. It
authorizes collection of the content of communications of foreign communications
that occur outside the US in the course of a lawful foreign intelligence
investigation. Unlike S702 FISA, EO 12333 does not rely on the compelled
assistance of electronic communications service providers but appears to rely on
exploiting vulnerabilities in telecommunications infrastructure.
Vivun is not aware of any direct access to personal data originating from Europe
under EO 12333
As noted above, sales-intelligence platforms such as Vivun do not process data
that is the target of US intelligence and counter-terrorism agencies

Factors Potentially Impacting Disclosure to Public Authorities
Circumstances
Description
Impact on government access risk
Services Offered by Data Importer
See Schedule 1 EU SCC, Annex I.B
N/A: As outlined above, sales intelligence platforms such as Vivun are unlikely
to be the targets of US intelligence and counter-terrorism agencies
Personal Data Transferred
See Schedule 1 EU SCC, Annex I.B
N/A: As noted above, the personal data processed by Vivun is unlikely to be the
target of US intelligence and counter-terrorism agencies
Length of Processing Chain (is there another entity involved before it gets to
data importer)
Transfers are affected from Salesforce to AWS, with any sub-processing outlined
per https://static.vivun.com/privacy/Vivun_DPA_Subprocessors_EN.pdf
Low
Onward Transfers by Data Importer
The sub-processors used by data importer as part of its normal and ordinary
course of business are identified at
https://static.vivun.com/privacy/Vivun_DPA_Subprocessors_EN.pdf.
Low
Transmission Channel of Data
Personal data may be transmitted through a variety of industry standard
channels, including HTTPS/TLS

(Presumed Low – see supplied security framework and documentation)
Format of Transferred Data
Encrypted (see above)
Low
Purpose of Processing
See Schedule 1 EU SCC, Annex I.B
Low
Economic Sector Involved
Contingent on Client Activities
N/A
Storage Location
Amazon Web Services US-WEST REGION
Low

Additional Factors that May Be Relevant
Circumstances
Description
Impact on Government Access Risk (increase, decrease, neutral)
Does the Destination Country Have Comprehensive Data Protection Law?
The USA does not have comprehensive data protection law that applies to
government authorities.
However, there are various laws that govern the collection, use and disclosure
of personal information by US federal and state governments. For example, the
Privacy Act establishes a code of fair information practices regarding the use
of personal information by federal agencies. In the context of USG surveillance
activities, there are a number of protections and safeguards that apply to USG
collection and use of data in connection with security and surveillance. Some of
these are found in the laws that authorize such activities, others in other
legislation or directives. For example, PPD-28 is a presidential directive that
imposes restrictions on signals intelligence activities by US intelligence
agencies, including those conducted under FISA 702 and EO 12333. However, in the
Schrems II judgment the CJEU held that the protections afforded by PPD-28 are
not sufficient to ensure an adequate level of protection for personal data under
the GDPR.
As regards, transfers, the USA does not have a generally applicable law
(equivalent to Chapter V of the GDPR) that restricts the transfer of personal
data to third countries.
Generally speaking, while the United States do not have a comprehensive privacy
law similar to the GDPR, many states have enacted or are in the process of
enacting comprehensive privacy laws that provide similar protections and privacy
rights to individuals (e.g., CCPA/CPRA in California)
Low
Does the Destination Country Have an Independent Data Protection Authority?
The US does not have a single independent supervisory authority responsible for
ensuring and enforcing compliance with data protection rules or with assisting
and advising individuals in the exercise of their data protection rights.
However, a variety of authorities at the state and federal level are responsible
for rulemaking and enforcing compliance with sectoral data protection rules.
Low
Is the Destination County a Party to Any Relevant International Instruments /
Treaties?
The United States adheres to international instruments on data protection
standards, such as the Universal Declaration of Human Rights, and participates
in the APEC Cross-Border Privacy Rules (CBPR) privacy certification program.
Low
Can Data Subjects Seek Judicial Redress for Violation of Their Privacy Rights?
Generally, yes to the extent the information is sought to be used against the
individual in a criminal proceeding, although in some cases a defendant may lack
standing or sufficient information to effectively seek redress. Note that the
CJEU held in the Schrems II judgement that European data subjects lack an
adequate right of redress in connection with data that is accessed by the U.S.
government under FISA 702 and EO 12333, as the latter do not confer rights which
are enforceable against the US authorities (and, in particular, data subjects
may lack standing under US law to challenge activities authorized under FISA 702
and EO 12333).
Low
Will the Data Importer Document Requests for Access to the Data Processed in
Providing the Services?
Yes, and will notify and cooperate with customer per DPA terms.
Low
Does the Data Importer Publish Transparency Reports? If so, how often?
No – however, as mentioned above, to this date, Vivun has not received any
access request from a public authority
Low
Does the Data Importer Have a Policy for Processing Law Enforcement Requests?
Yes – Policy is for Vivun to review all incoming request with council, notify
and cooperate with information security teams and customer per DPA terms
Low


VIVUN, INC. - DPA DATA SUBPROCESSORS


VERSION 3.0

EFFECTIVE AUGUST 18, 2023

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Vivun Inc. - Sub Processors Operational Entities




Vivun uses sub-processors (listed below), to assist in providing services as
described in our Terms of Service or a similar master services agreement
customers may have signed with us.






Product Infrastructure and Operation Third-Party Sub-Processors

Entity Name
Subject Matter of the Processing
Processed Data
Location
Amazon Web Services, Inc.
Infrastructure provider for the production proxy API that exposes endpoints for:
Web Application, Browser Extension and native iOS and Android mobile apps.
All data that passes through production APIs.
USA
Splunk Inc.
SignalFx: Metrics monitoring and APM
IP addresses, email addresses, username
USA
Splunk Cloud: Application log monitoring
Google LLC
Google Analytics: Application usage and traffic statistics
URLs, IP addresses
USA
Functional Software, Inc. dba Sentry.io
Client crash reporting statistics and aggregation.
IP addresses, email addresses, usernames
USA
Salesforce
Infrastructure provider for the managed package.
All data uploaded to and collected by the application.
USA
Altassian, Inc.
Statuspage.io: System status communications
IP addresses, email addresses, usernames
USA
Pendo.io, Inc
Application usage, associated metrics, and provider for in-application tutorials
IP addresses, email addresses, user role, coarse location, web browser
UserAgent.
USA
Snowflake
Application and infrastructure support and cloud computing based data
warehousing
All data uploaded to and collected by the application.
USA
Confluent Cloud
Managed Kafka Provider, Data Streaming from/into internal Data Storage, Stream
Processing, Interservice Communication
All data uploaded to and collected by the application.
USA
Okta, Inc.SMoP - Auth0: auth, user management, and access management
Processed Data - IP addresses, email addresses, usernames, passwords, auth
tokens, identifying user information, third party credentials, and all data
uploaded to and collected by the application.
USA

OpenAI
Support general product offerings via natural language processingAll data
uploaded to and collected by the application.USA

Support Services Third-Party Sub-Processors
Entity Name
Purpose
Processed Data
Location
Freshworks, Inc.
Freshdesk: Ticketing service for inbound application customer support and
knowledgebase.
IP addresses, email addresses, usernames, data submitted by user with the ticket
to the support service
USA
Atlassian, Inc.
Internal tracking of issued worked by Support and Customer Success services:
Email addresses, usernames, data submitted with user tickets to the support
service
USA
Google LLC
G Suite:
● Document Storage and Company email for
internal and external communication
● email communications with customers and
document storage
Email addresses, usernames, data
submitted to the support services
USA
Slack Technologies, Inc.
● Company Internal Communication
● Internal communications for Customer Support services operators
Email addresses, usernames, data
submitted to the support services
USA
Adobe
Marketo: Management of information campaigns on product and service updates
Email addresses, usernames
USA
Reply App Inc.
Management of information campaigns on product and service updates
Email addresses, usernames
USA
Zoom
Videoconferencing tool that may be used for
communication with customers during support calls
User Profile information (including name and email), device/hardware
information, video/audio recordings, chat correspondence, video/audio
transcripts, Telephone Usage Data, IP addresses, MAC Address
USA


VIVUN, INC. - RESPONSIBLE VULNERABILITY DISCLOSURE PROGRAM


VERSION 3.0

EFFECTIVE MAY 4, 2023

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Vivun Responsible Vulnerability Disclosure Program
Vivun’s Philosophy
Protecting customer data has been, and always will be, our top priority at
Vivun.
Vivun values the work done by security researchers in improving the security of
our products and service offerings. As a result, Vivun encourages the
responsible reporting of any scoped or identified vulnerabilities that may be
found in our websites. Vivun is committed to working with security researchers
to verify, reproduce, and respond to potential vulnerabilities that are reported
in accordance with the below requirements. If this policy and Vivun’s procedures
are followed, Vivun will endeavor to refrain from commencing legal action
against researchers for penetrating or attempting to penetrate our systems,
provided that the following conditions listed below are met.
Note: The Vulnerability Disclosure Program is strictly voluntary and Vivun will
provide no reward or any financial remuneration, including a ‘bug bounty,’ for
any vulnerabilities discovered and reported to Vivun. Further, all activities
engaged in by any researcher must be:
 1. Legal
 2. Not likely to create harm to Vivun, its customers, its users, or any third
    party
 3. In compliance with the Vivun Privacy Policy

Vivun’s Requirements for Testing Vivun Systems
Please review these terms before you take any action to test a Vivun system.
While we encourage researchers to report to us any vulnerabilities discovered in
a responsible manner, Vivun does have rules for engagement pertaining to those
assets and means of testing which are in the scope of this policy. Targeting any
item not explicitly indicated as an ‘In-Scope Asset’ or engaging in any activity
which is not indicated herein as an ‘In-Scope’ can and may result in civil
litigation or criminal action.
In-Scope Assets
The following is a list of assets for which Vivun is explicitly permitting and
encouraging good-faith security research:
 * www.vivun.com
 * execalliance.vivun.com
 * unxpctd.vivun.com
 * IT Services:
 * * Email
   * DNS

Out of Scope Assets
The following is a list of assets for which Vivun is explicitly excluding and
prohibiting from any security research:
 * app.vivun.com
 * app.eval.vivun.com
 * app.revel.vivun.com

In-Scope Activities
The following is a list of activities for which Vivun is explicitly permitting
and encouraging good-faith security research:
 * Testing should be limited to in scope sites and services that Vivun directly
   operates. We will not accept reports for third-party services or providers
   that integrate with Vivun.
 * Reporting vulnerabilities with no conditions, demands, or ransom threats.
 * Making a good-faith effort to avoid privacy violations and disruptions to
   others, including (but not limited to) unauthorized access to or destruction
   of data.

Out of Scope Activities
The following is a list of activities for which Vivun is explicitly excluding
and prohibiting from any security research:
 * Sharing, disclosing or publicizing an unresolved vulnerability with or to
   third parties.
 * Performing actions that may negatively affect Vivun or its clients or
   otherwise impact service availability, including spam, brute force, and/or
   denial of service.
 * Accessing, or attempting to access, data or information that does not belong
   to you.
 * Testing of participating services using anything other than test accounts.
 * Destroying or corrupting, or attempting to destroy or corrupt, data or
   information that does not belong to you.
 * Conducting any kind of physical or electronic attack on Vivun personnel,
   property, or data centers.
 * Social engineering any Vivun customer, service desk, employee, or contractor.
 * Violating any laws or breaching any Vivun Service Agreements in order to
   discover vulnerabilities.

Vivun’s Commitment to Researchers:
If you responsibly submit a vulnerability report, Vivun will use reasonable
efforts to:
 * Respond in a reasonable time frame confirming that we received your report.
 * Provide an estimated time frame for addressing the vulnerability report.
 * Notify you when the vulnerability has been fixed.

Reporting a potential security vulnerability:
 * We expect you to privately share details of the suspected vulnerability with
   Vivun by sending an email to vulnerability-reporting@vivun.com. By sending an
   email to this address you confirm that you are meeting Vivun’s requirements
   of the Vivun Responsible Disclosure Program, as listed above.
 * Provide full details of the suspected vulnerability so the Vivun security
   team may validate and reproduce the issue – please be sure to include as much
   detail as possible.
 * For any legal questions or concerns, please contact us at Legal@vivun.com.



Legal Terms
Acceptance of Non-Disclosure Terms: All information relating to vulnerabilities
that you become aware of through Vivun’s Vulnerability Disclosure program is
considered Confidential and therefore, you agree that you will not publish or
otherwise disseminate publicly (or to any third party) any identified
vulnerabilities so as to permit Vivun to effectively remediate the same, without
first obtaining written consent from Vivun. For the purposes of obtaining
consent or discussing these terms, please email Legal@vivun.com. Further, you
agree to honor any request from the Information Security team at Vivun to
promptly return or destroy all copies of confidential information and all notes
related to the Confidential Information.
In honor of our commitment to collaboration and transparency, Vivun will not
withhold approval of disclosure unless Vivun believes, in its sole opinion and
at its sole discretion, that confidentiality is required to avoid material harm
to Vivun or to any other party, generally.
You must comply with all applicable laws, rules and regulations (including those
local to you) with respect to your activities related to Vivun’s Vulnerability
Disclosure Program. Presently, no awards are available for any
respondents/participants of this program. However, if Vivun, in its sole
discretion, determines you are eligible for any reward as part of this program,
such rewards will not be issued to you if you are (a) in an US embargoed country
or (b) on an US Government list of sanctioned or restricted individuals, or
affiliated with any sanctioned or restricted entities. Further any reward shall
be considered non-transferrable.
Vivun reserves the right to modify the terms and conditions of this
Vulnerability Disclosure Program and your participation in the Program
constitutes acceptance of all terms. Please check this site regularly as we
routinely update our Vulnerability Disclosure Program terms and eligibility,
which are effective upon posting. We reserve the right to cancel this Program at
any time and without any notice to any participants.


Safe Harbor
Any activities conducted in a manner consistent with this Program on only those
assets and activities defined herein as “in-scope” will be considered authorized
conduct and we will not initiate legal action against you. Any activities
conducted on those assets or activities defined herein as “out-of-scope” shall
result in immediate legal action against you and any affiliated parties.




VIVUN, INC. - EVENT RELEASE OF LIABILITY, WAIVER OF CLAIMS, ASSUMPTION OF RISKS,
INDEMNITY FOR CLAIMS, AND PHOTO/VIDEO RELEASE


VERSION 1.0

EFFECTIVE JUNE 5, 2023

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Vivun, Inc. - Event Release of Liability, Waiver of Claims, Assumption of Risks,
Indemnity for Claims, and Photo/Video Release

PREAMBLE
From time to time, Vivun may present an opportunity for individuals, affiliates,
invitees, employees, spouses, invited guests, speakers, independent contractors,
and other related parties (collectively, “Participants”) to meet and interact
with other Participants at an external location of Vivun’s designation
(“Event”), whether in-person at a Location (hereinafter “Location”), or
online/remote, the following terms shall apply and are accepted by all
participants, by virtue of their attendance or participation in an Event.
An Event, as it is defined herein, may include, but is not limited to, all
travel, activities, dining, and excursions undertaken on the way to, during, and
on the way therefrom the Location or the Event. Participation is not without
certain risks, dangers, hazards and liabilities. These include, but are not
limited to, personal injury, personal illness, death, property damage, expense
and other loss, severe delay, inconvenience, becoming stranded (including
Participant’s inability to return home in a timely manner), this Event’s
cancellation or curtailment (collectively, the “Risks”).
While traveling for and attending the Event, all Participants shall be expected
to act in a reasonable, responsible, prudent, and safe manner. Participants will
also be held accountable for their actions and behavior wherever they shall be
located. Participants acknowledge that during the Event, failure to conduct
oneself in a professional manner may be result in expulsion from the Event and
legal action.
All Participants taking part in any Vivun Event are required to accept these and
other Risks as a condition of their participation. The Statement of Risks set
forth below is intended to enable participants to better understand and accept
the various Risks involved in this Event but is not inclusive of all conceivable
Risks associated with their Participation.

STATEMENT OF RISKS
 1.  By attending the event each Participant acknowledges and states that they
     are aware that there are inherent Risks (hereinafter “Risks”) to which I
     may be exposed while participating on this Event, which include but are not
     limited to the following:
 2.  Theft, vandalism or loss of personal property;
 3.  Illness, or other physical incapacity/injury
 4.  Injury or death;
 5.  Exposure to different environmental and weather conditions than those in
     your Participant’s country, or place of residence, including extreme cold,
     wind, and winter related conditions;
 6.  That the laws of the Location, as well as those places traveled to or
     through on the Trip, may be significantly different than those in
     Participant’s home country, or place of residence;
 7.  inexperience or unfamiliarity with any activity or its requirements;
 8.  Unfamiliarity with the Location or any facilities therein;
 9.  Faulty equipment, gear or inadequate instruction;
 10. Violence or criminal acts of others;
 11. That Participants may be required by the laws of their home country to
     comply with illness testing, quarantine, or other health and safety
     measures as part of their travel to or from the Location;
 12. Risk of injury inherent in engaging in any type of indoor or outdoor sports
     or recreational activities;
 13. In light of the foregoing, by attending the event, all Participants
     understand and acknowledge that these risks may result in personal injury,
     including but not limited to the following: Collision with: other
     players/participants, sports/recreational equipment, structures, vehicles,
     swimmers, vessels or surfers; Slips/trips/falls; falls from heights,
     fractures/broken bones; sprains/strains; bruises; lacerations; punctures;
     concussion; loss of consciousness; physical exhaustion/heat exhaustion;
     hypothermia, eye injuries; sunburn/windburn/camping burns; drowning;
     diving/boating accidents; bites/stings/burns/rashes from contact with
     animals/insects or sea life; sun poisoning or stroke; injuries from shark
     attack; spinal injuries; paralysis; brain damage; serious injury to
     internal organs, bones, ligaments, joints, muscles, tendons, and other
     aspects of the muscular skeletal system; neck, face and head injuries; ear
     injuries, heart attack; sickness; suffocation; and/or death as a result of
     the nature of some related activities. All participants freely accept and
     fully assume all such Risks and the possibility of any and all related
     personal injur(ies), death(s), and instances of property damage or loss,
     resulting therefrom.

ACKNOWLEDGEMENTS AND CERTIFICATIONS
Prior to any Participation in an Event, Participant acknowledges, agrees to, and
certifies the following statements are true:
 1.  Participant’s traveling for and participation in the Event is voluntary and
     that this event carries with it certain dangers and risks not limited to
     those outlined herein;
 2.  Participant is aware that they are free to decline to engage in any
     activities related to or in connection with the Event (whether or not
     provided by, paid for, or sponsored by Vivun), and enters into or engages
     with any such activity free from any influence and of their own accord;
 3.  Participant will not undertake any activity without the proper and
     necessary gear or related equipment;
 4.  Participant is solely responsible for any injuries to persons or property
     which may be incurred in connection with my participation in the Event;
 5.  Participant understands that it is Participant’s sole responsibility to
     learn as much as possible about the Risks of the Event and to weigh those
     Risks against the advantages, and to decide whether or not to participate;
 6.  Participant has checked the weather for all locations they reasonably
     anticipate interacting with while on the Event prior to their departure;
 7.  Participant has or will become familiar with recreational activities that
     Participant plans to do, and shall not undertake any activity with which
     they are unfamiliar or otherwise unprepared;
 8.  Participant is solely responsible for and will bring appropriate clothing,
     footwear, supplies, protective gear (including gear necessary for all sport
     related activities) suitable for destination weather, and anticipated
     outdoor or recreational activities;
 9.  Participant will not bring valuables or, to the extent that valuables are
     brought, is solely responsible for ensuring that such valuables are kept
     secure at all times;
 10. Participant will bring, and is solely responsible for, all necessary
     medications, medical devices, or emergency medical kits.
 11. Participant has independently researched and reviewed all travel and
     medical notices pertaining to the Location or the Event which have been
     issued by Participant’s home country or those countries through with
     Participant will, or may reasonably expect to interact with during the
     Event.

RELEASE OF LIABILITY, WAIVER OF CLAIMS AND INDEMNITY AGREEMENT
In acknowledgement and agreement of the foregoing and in consideration of Vivun
permitting my participation in an Event, each Participant acknowledges and
agrees as follows:
TO WAIVE ANY AND ALL CLAIMS that the Participant, their heirs, personal
representatives, executors, administrators or assigns have or may have now or in
the future against Vivun and each of its directors, shareholders, partners,
employees, agents, volunteers and independent contractors (all of whom are
hereinafter collectively referred to as “the Releasees”);
 1. TO RELEASE THE RELEASEES from any and all liability for any loss, damage,
    injury or expense that Participant might suffer, or that Participant’s next
    of kin may suffer, as a result of Participant’s participation in an Event
    due to any cause whatsoever, INCLUDING BREACH OF CONTRACT, OR TORTIOUS ACTS
    OR OMISSIONS (INCLUDING NEGLIGENCE) ON THE PART OF THE RELEASEES;
 2. TO HOLD HARMLESS AND INDEMNIFY THE RELEASEES from any and all liability for
    any damage to the property of, or personal injury to, any third party,
    resulting from Participant’s acts or omissions while participating in an
    Event;
 3. THIS AGREEMENT SHALL BE EFFECTIVE AND BINDING UPON PARTICIPANT’S HEIRS, NEXT
    OF KIN, EXECUTORS, ADMINISTRATORS, ASSIGNS AND REPRESENTATIVES IN THE EVENT
    OF PARTICIPANT’S DEATH OR INCAPACITY;
 4. By attending the Event Participant acknowledges and agrees that Participant
    is entering into this Agreement, Participant is not relying upon any oral or
    written representations or statements made by the Releasees other than what
    is set forth in this Agreement;

PHOTO/VIDEO WAIVER
Unless otherwise prohibited by law, Participant agrees to grant Vivun and its
authorized representatives’ permission to record, videotape, and photograph,
Participant’s image and/or my voice (“Captured Likeness”) during the Event and
at any point thereafter. Participant further agrees that Participant’s Captured
Likeness may be used, in any form, as part of any future publications, brochure,
or other printed materials used to promote Vivun, and further that such use
shall be without payment of fees, royalties, special credit or other
compensation.
PARTICIPANT ACKNOWLEDGES AND AGREES THAT THEY HAVE READ AND UNDERSTOOD THIS
AGREEMENT AND ARE AWARE THAT BY ATTENDING AN EVENT THAT THEY ARE AGREEING TO
THIS AGREEMENT, THAT THEY ARE WAIVING CERTAIN LEGAL RIGHTS, INCLUDING THE RIGHT
TO SUE, WHICH PARTICIPANT, THEIR HEIRS, NEXT OF KIN, EXECUTORS, ADMINISTRATORS
AND ASSIGNS MAY HAVE AGAINST THE RELEASEES.


VIVUN, INC. - EXPERT COMMUNITY GUIDELINES


VERSION 3.0

EFFECTIVE DECEMBER 5, 2023

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TABLE OF CONTENTS

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Vivun, Inc. - Online Community Guidelines




COMMUNITY OVERVIEW:

A Vivun Online Community (“Online Community”) is any virtual space where members
have been identified by or invited by Vivun or any member of a Vivun Online
Community (“Community Members”).

It is important that Community Members feel that Online Communities are safe
spaces. As such, by participating all Community Members acknowledge and agree to
both these Community Guidelines as well as the Vivun Terms of Service and the
Vivun Privacy Policy.
Vivun enforces the following Online Community Rules, and by joining an Online
Community, you agree to adhere to these rules and guidelines or risk permanent
removal.


ONLINE COMMUNITY RULES:

Participating an Online Community means you’ll be able to publicly post
comments, photos, and other content; send messages and other communications to
other Community Members, and submit suggestions, ideas, comments, questions,
links, media, or other information (collectively we’ll refer to these actions as
“Online Content”)
 1. You must be 18 to participate an Online Community. Sorry, no kids allowed!
 2. Online Content is only permitted when it does not violate these Community
    Guidelines or the Vivun Terms of Service. Additionally, Online Content is
    not permitted where it is illegal, obscene, threatening, defamatory,
    invasive of privacy, infringing of intellectual property rights or otherwise
    injurious to third parties or objectionable, and does not consist of or
    contain software viruses, political campaigning, commercial solicitation,
    email addresses, URLs, phone numbers, physical addresses or other forms of
    contact information, chain letters, mass mailings, or any form of “spam.”

Examples of prohibited Online Content include the following:
 * The use of sexualized language or imagery, and making any sexual advances of
   any kind
 * Trolling, insulting or derogatory comments, including personal or political
   attacks
 * Public or private harassment, including discriminatory or prejudicial
   comments
 * Publishing others’ private information, such as a physical or email address,
   without their explicit permission
 * The use of any type of harmful link or activity that would be considered
   illegal
 * Other conduct which could reasonably be considered inappropriate in a
   professional setting

 3. You must be open and honest about who you are and your intentions. This
    means that you may not use a false email address, impersonate any person or
    entity, or otherwise mislead other Community Members as to the origin of who
    you are or any Online Content you submit.
 4. Your conduct should be guided by common sense and basic etiquette. Any
    opinions, advice, statements or other information provided or made available
    by third parties in the Online Community are, yours, or those of the
    respective authors and not of Vivun.
 5. You agree that you are responsible for your Online Content. Your Online
    Content includes items that you post, submit, or make available to others,
    and for any consequences thereof. Vivun has the right, but not the
    obligation, to monitor, edit, to not post and/or to remove any Online
    Content.
 6. Be professional and respectful to other members. This means that you will
    communicate with empathy, give other Community Members the benefit of the
    doubt, and that you will be mindful of how others want to be addressed. In
    other words, just be decent. Not every Community Member will agree with one
    another, nor will you like everyone you meet, that being said, your
    participation in the Online Community requires you to show a high level of
    respect for every Community Member.
 7. Be respectful of differing opinions, viewpoints, and experiences. Each
    member comes with unique experiences and knowledge and each member has been
    vetted by our community board as a valuable contributor.
 8. Use All Platforms And Tools For Their Intended Uses
    * Slack:
      1. Ensure your Online Content is Relevant: Only post in Slack channels
         items that are relevant to that channel.
      2. Be Thoughtful When You Post: Please don’t post just a link to
         something, or thought with no context. Your focus should always be on
         starting or furthering a conversation.
    * Meetsy:
      1. Be respectful of individuals’ schedules and do not pressure anyone to
         meet you in person.
      2. Use video and chat features to network and build professional
         relationships.
      3. Join small groups and 1:1 match programs that are relevant to you and
         do not interrupt or troll ones that are not.
 9. No Selling, Spamming, or Self Promoting. Do not promote or share your own
    products, events, links, or articles unless it’s something created
    specifically for the Solutions Consulting community and relevant to the
    thread in which you are posting it. The same goes for direct messaging – we
    consider messaging community members with the intent to sell, spam or
    self-promote, akin to harassment and you will be removed. If anybody sends
    you a message with an intention of acquiring or inviting you to join their
    brand, please contact the Vivun Online Community Members.


ENFORCEMENT POLICY

XC has a strict one-strike policy. If a member is found in violation of the
above guidelines or any of the community rules, members will receive a written
warning of their behavior and be put on probation. If additional incursion takes
place, members will immediately be removed and banned from the community.

If the initial behavior is severe and or illegal, a warning will not be given
and the member will be removed immediately.

Additionally, the community board, made up of both members of the community and
the Vivun team, can remove any members without cause.
All Community Members acknowledge that they, as a Community Member, are here at
Vivun’s invitation and have no right to persist as Community Members. Vivun can
terminate any membership at any time and for any reason.


REPORTING GUIDELINES

If a Community Member finds another Community Member in violation of the Vivun
Online Community Guidelines, they are to instructed to reach out to
communityconduct@vivun.com. Remember, when you see bad behavior, don’t reply and
dont engage. It encourages bad behavior by acknowledging it, consumes your
energy, and wastes everyone’s time.


ADDITIONAL LEGAL TERMS:

NO RELATIONSHIP CREATED

Nothing in these Guidelines nor any Community Member’s use of the Online
Community creates or is intended to create an association, trust, partnership,
joint venture or any other entity or similar legal relationship between Vivun
and any Community Member, or impose a trust, partnership or fiduciary duty,
obligation, or liability on or with respect to either Vivun or a Community
Member.



DISCLAIMER OF LIABILITY FOR MEMBERSHIP BENEFITS

 1. By becoming a Community Member of a Vivun Online Community, each Community
    Member acknowledges and agrees that any and all membership benefits provided
    by Vivun are solely at the discretion of the Vivun. Community Member further
    acknowledges that Vivun reserves the right to modify, change, or discontinue
    any membership benefits at any time without prior notice.
    2. No Legal Obligation: Community Member understands and agrees that the
    provision of membership benefits by Vivun does not create any enforceable
    legal responsibility on the part of Vivun to fulfill such benefits. Vivun
    assumes no obligation, whether express or implied, to provide any specific
    benefits and expressly disclaims any and all liability for the fulfillment
    of membership benefits.
    3. Discretionary Nature of Benefits: Vivun retains the sole and exclusive
    right to determine the nature, type, and scope of any membership benefits
    offered to its Community Member. Vivun may, at its sole discretion, add,
    remove, or modify benefits, and such changes shall not give rise to any
    legal claims or liabilities against Vivun.
    4. No Warranties or Guarantees: Vivun makes no warranties or guarantees,
    whether expressed or implied, regarding the availability, quality, or any
    other aspect of the membership benefits. Vivun disclaims all warranties,
    including but not limited to, the implied warranties of merchantability and
    fitness for a particular purpose.
    5. Limitation of Liability: In no event shall Vivun be liable to a Community
    Member or any third party for any direct, indirect, incidental, special, or
    consequential damages arising out of or in any way connected with the
    provision or non-provision of membership benefits, even if Vivun has been
    advised of the possibility of such damages.
    6. Governing Law This Disclaimer shall be governed by and construed in
    accordance with the laws of the state of Delaware, without regard to its
    conflict of law principles.
    
    




DATA RETENTION AND DELETION OF DATA

We will retain and use your information as necessary to comply with our legal
obligations, resolve disputes, and enforce our agreements, but barring legal
requirements, will delete any profile you have created with Vivun upon receipt
of your request and within a reasonable time period (not to exceed 180 days).
For more information please see the Vivun Privacy Policy.

ASSUMPTION OF RISK, WAIVER AND RELEASE OF LIABILITY (“RELEASE”)

As stated above, The Vivun Online Community provides an online platform through
which Community Members may share Online Content directly with one another or
with a group.
In consideration for being given access to the Online Community, you acknowledge
and agree as follows:
 1. You understand and agree that Vivun is not a party to any agreements entered
    into between Community Members. Vivun has no control over the conduct of
    Community Members, and disclaims all liability in this regard to the maximum
    extent permitted by law. Vivun has not conducted background checks or
    otherwise screened any of the Community Members participating in this forum
    in any way, and Vivun MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT COMMUNITY
    MEMBERS.
 2. Each Community Member understands that they are solely responsible for your
    health, safety, and well being and that Vivun MAKES NO WARRANTIES OR
    REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, SAFETY, OR
    TIMELINESS OF THE ONLINE COMMUNITY, ANY ONLINE CONTENT PUBLISHED THEREIN, OR
    RELATED COMMUNITY MEMBERS. EACH COMMUNITY MEMBER FULLY ACCEPTS AND ASSUMES
    ALL SUCH RISKS AND RESPONSIBILITY FOR ALL LIABILITY, LOSSES, COSTS, CLAIMS,
    OR DAMAGES INCURRED FROM THEIR PARTICIPATION IN THE Online Community.
 3. YOU UNDERSTAND AND AGREE that Vivun is not responsible for the errors,
    omissions, acts, or failures to act of any of third parties (including other
    Community Members) participating in the Online Community. By using the
    Online Community, you agree that any legal remedy or liability that you seek
    to obtain for actions or omissions of any third party will be limited to a
    claim against the particular party who caused you harm. You agree not to
    attempt to impose liability on or seek any legal remedy from Vivun with
    respect to such actions or omissions.
 4. YOU HEREBY RELEASE, DISCHARGE, COVENANT NOT TO SUE, AND AGREE TO INDEMNIFY,
    SAVE AND HOLD HARMLESS VIVUN, its directors, agents, officers, volunteers,
    contractors, employees, (each considered one of the “Releasees” herein) from
    and against any and all liability, claims, demands, losses, or damages,
    known or unknown, caused or alleged to be caused in whole or in part by your
    use of the Vivun Online Community. Without implication of limitation, this
    release applies to: all liability caused by the negligence or fault of the
    Releasees or of any suppliers of the services; all liability resulting in
    wrongful death, personal injury, or property damage; all liability caused by
    the inability to use or failure to provide any of the services; all
    liability caused by defamation or invasion of privacy; all liability caused
    by slander or defamation; all liability caused by use of or access to the
    Online Community by Community Member; all liability caused by any data or
    data transmitted or received through, or posted to or stored in the Online
    Community though the Community Member’s account, all liability caused by
    Community Members use of the Online Community, to the extent that such use
    misappropriated any copyright, trade secret, U.S. patent, or trademark right
    of the third party; and all liability due to any other cause whatsoever. You
    further agree that if, despite this release, you or anyone on your behalf
    makes a claim against any of the Releasees named above, you will indemnify
    and save and hold harmless each of the Releasees from any litigation
    expenses, attorney fees, loss, liability, damage, or cost any may incur as a
    result of any such claim.
 5. This Release shall be governed in all aspects by the laws of the state of
    California, without reference to choice of law principles, and any disputes
    arising from this Release shall solely be resolved in the state or federal
    courts situated in California. YOU HEREBY KNOWINGLY, VOLUNTARILY AND
    INTENTIONALLY WAIVE ANY RIGHT YOU MAY HAVE TO A TRIAL BY JURY IN RESPECT OF
    ANY LITIGATION (including but not limited to any claims, counterclaims,
    cross-claims, or third part claims) arising out of, under or in connection
    with this release. Further, you certify that no representative or agent has
    represented, expressly or otherwise, that it would not in the event of such
    litigation, seek to enforce this waiver of right to jury trial provision.
 6. YOU CERTIFY THAT: YOU HAVE READ THIS RELEASE AND FULLY UNDERSTAND AND AGREE
    TO BE BOUND BY ITS TERMS; YOU ARE AT LEAST 18 YEARS OLD; YOU UNDERSTAND THAT
    YOU HAVE GIVEN UP SUBSTANTIAL RIGHTS BY SIGNING THIS RELEASE AND HAVE
    ACCEPTED IT FREELY AND WITHOUT ANY INDUCEMENT OR ASSURANCE OF ANY NATURE;
    YOU INTEND THIS RELEASE TO BE A COMPLETE AND UNCONDITIONAL WAIVER AND
    RELEASE OF ALL LIABILITY AGAINST RELEASEES TO THE GREATEST EXTENT ALLOWED BY
    LAW; AND YOU AGREE THAT IF ANY PORTION OF THIS RELEASE IS HELD TO BE INVALID
    THAT THE BALANCE, NOTWITHSTANDING, SHALL CONTINUE IN FULL FORCE AND EFFECT.
 7. IN ADDITION TO THE FOREGOING, ALL COMMUNITY MEMBERS HEREBY AGREE TO THE
    TERMS OF THE VIVUN, INC. - EVENT RELEASE OF LIABILITY, WAIVER OF CLAIMS,
    ASSUMPTION OF RISKS, INDEMNITY FOR CLAIMS, AND PHOTO/VIDEO RELEASE.
    
    
    
    





VIVUN, INC. – BI ANALYTICS SERVICE USAGE TERMS


VERSION 2.0

EFFECTIVE AUGUST 10, 2023

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TABLE OF CONTENTS

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Vivun, Inc. – BI Analytics Service Usage Terms
The following BI Analytics Service Usage Terms (“Analytics Terms”) apply to all
purchases of Vivun's suite of Analytics Products and Services (“Analytics
Services”), and shall be construed in accordance with the Master Subscription
Agreement, located at www.legal.vivun.com (the “Agreement”). In the event of any
conflict between these Analytics Terms and the Agreement, the terms of the
Agreement shall prevail, control, or otherwise supersede any such inconsistency,
conflict or ambiguity. By attaching the Analytics Terms to an Order Form,
signing an Order Form with reference to the Analytics Terms, or using the
Analytics Services in any capacity as a paid or unpaid End User, the Parties
agree to both the Analytics Terms and the Agreement for the governance of any
usage of the Analytics Services. Capitalized terms user herein shall have the
meaning assigned to such terms as defined herein, and where such term is not
defined within these Analytics Terms, such term shall have the meanings assigned
thereto in the Agreement.
 1. Credit Purchase and Utilization:
    The Vivun Analytics Services are charged at a flat rate for a total number
    of units of computation, (“Vivun Credits,” "Credits"), purchased by Customer
    for the Subscription Term on the applicable Order Form. Credits purchased at
    the beginning of the applicable Service Term are purchased as a set of total
    Credits Per Month (“Monthly Allotment”). Credits are not aggregated and not
    pro-rated, but rather are allocated as a static total per each calendar
    month within the Subscription Term. Customer will have a static figure of
    their Monthly Allotment assigned to their account for each month within the
    Subscription Term.
    
    Monthly Allotment Credits are consumed in the operation of the Analytics
    Services, and the rate at which they are consumed is solely dependent on
    Customer’s utilization of the Analytics Services (“Credit Consuming
    Activities”). Customer accepts and acknowledges that Vivun maintains no
    liability for, or responsibility to monitor, Customer’s utilization of the
    Analytics Services, including Customer’s Credit Consuming Activities, and
    the impact of such Credit Consuming Activities on the Credits purchased for
    the applicable Service Term.
    
    Additional Credits may be purchased at the current list price by contacting
    Finance@Vivun.com. Additional Credit purchases are subject to Vivun’s sole
    discretion and may be denied by Vivun for any reason and at any time.
    Notwithstanding the foregoing, a Customer whose Credits are identified on a
    relevant order form as “Analytics Early Adopter Usage” or “Trial” shall
    (collectively “Complimentary Credit Recipient” or “Complimentary Credits”),
    in no event, have the ability to purchase additional Credits at any point
    within their Subscription Term. Moreover, Vivun may, at its sole discretion,
    at any time, and without Notice, reduce, remove, or otherwise restrict a
    Complimentary Credit Recipient’s access to any Credits or Credit Consuming
    Activities, regardless of whether or not such credits are identified on any
    applicable order form. All Complimentary Credit Recipient access shall be
    governed by the Trial Terms located within the Master Subscription
    Agreement.
 2. Suspension:
    a. Temporary Suspension: Vivun may automatically suspend any further Credit
       Consuming Activities where:
       1. Customer’s in-month Credit Consuming Activities have exhausted the
          Monthly Allotment, or;
       2. Vivun has identified that Customer’s Credit Consuming Activities are
          likely to lead to an overconsumption or premature total consumption of
          their Monthly Allotment.
    b. In-Month Resumption: In the event that Customer’s Credit Consuming
       Activities have been suspended pursuant to Section 2(ii) above, Customer
       may request Vivun permit Customer to resume the Credit Consuming
       Activities, where Vivun Customer still has remaining, un-used, purchased
       Credits (“Analytics Service Reactivation”). Note, Vivun may refuse to
       honor any Analytics Service Reactivation in its sole discretion.
 3. Permanent Suspension:
    In the event that Customer’s Credit Consuming Activities have consumed the
    total Credits purchased by Customer for the applicable Service Term, Vivun
    will automatically suspend any Credit Consuming Activities until such time
    as Customer has purchased additional Credits. Additional Credits can be
    purchased by contacting Vivun at Finance@Vivun.com.
 4. Notifications:
    Notwithstanding the foregoing, Vivun will use all commercially reasonable
    efforts to communicate to Customer of any Temporary or Permanent
    Suspensions, prior to their imposition. All parties acknowledge that any
    Suspension, as defined herein, is wholly contingent on Customer’s use of the
    Analytics Services, and as such, may be caused or triggered by Customer
    outside of Vivun’s hours of operation.
 5. Payment:
    The total fees for purchasing the Subscription Term Credits are outlined in
    Customer’s applicable Order Form and any additional Order Form(s). Unless
    otherwise negotiated by and between Customer and Vivun, all fees are payable
    upfront and in accordance with the Master Subscription Agreement.
 6. Credit Rollover:
    Credits purchased during the Subscription Term do not roll over from any
    initial Subscription Term to any future or subsequent Subscription Term.
 7. Automatic Overage Protection:
    For Customers with purchased credits (not Complimentary Credits), Vivun may
    permit additional Credit Consuming Activities where Customer has used the
    entirety of their Monthly Allotment. In such event, each Credit consumed
    above the Monthly Allotment shall be charged in arrears, at the first of the
    following month, with Net 30 payment terms. The in-month cost for additional
    credits is subject to change, without notice to Customer and can be accessed
    at the following link:
    https://legal.vivun.com/legal.html#contract-myipgaupt. Please note,
    additional Credits purchased pursuant to this Section 6 shall be charged at
    the published rate on the beginning of the calendar month following the
    month in which they were incurred.













VIVUN, INC. - ANALYTICS CREDIT OVERAGE PRICING


VERSION 1.0

EFFECTIVE AUGUST 8, 2023

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TABLE OF CONTENTS

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Vivun Analytics Credit Overage Pricing



ChargeGross Monthly List PriceGross Annual List PriceIncluded ChargeIncluded
Default QuantityAnalytics Early Adopter Usage Overage$1,500$18,000N/A100 Vivun
Credits

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