TERMS & CONDITIONS

If you use the www.vivantio.com website (“Website”) you agree to be bound by these terms and conditions.

1. Definitions

The Website is owned and operated by Vivantio. In these terms and conditions, “we”, “us” or “Vivantio” means Vivantio Limited (registered in England, company number 4952363) and Vivantio Inc (Registered in California, corporation number 3300449). The term “Website” as used in this agreement means the publicly accessible areas of the web site and does not apply to products offered whether for free or for a fee to which you are granted access under a separate End User License Agreement.

2. Access to the Website and content

2.1 The information provided by us on the Website is not in any way an invitation or recommendation to buy any products or services featured and you should seek appropriate independent advice.

2.2 We will endeavour to allow uninterrupted access to the Website, but access to the Website may be suspended, restricted or terminated at any time.

2.3 We reserve the right to change, modify, substitute or remove without notice any information on the Website from time to time.

2.4 We assume no responsibility for the contents of any other websites to which the Website has links.

3. Intellectual Property

3.1 The copyright in the material contained in the Website, together with the website design, text and graphics, and their selection and arrangement, and all software compilations, underlying source code and software (including applets) belongs to Vivantio Limited, its subsidiaries or the providers of such information. All rights are reserved. None of this material may be reproduced or redistributed without our written permission.

3.2 Product and company names mentioned on this Website may be the trademarks or registered trademarks of their respective owners.

3.3 You shall retain ownership of all copyright in data you submit to the Website. You grant us a world-wide exclusive, royalty-free, non-terminable license to use, copy, distribute, publish and transmit such data in any manner.

4. Exclusions of liability

4.1 We use reasonable endeavours to ensure that the data on the Website is accurate and to correct any errors or omissions as soon as practicable after being notified of them. We do not monitor, verify or endorse information submitted by third parties for posting on the Website and you should be aware that such information may be inaccurate, incomplete or out of date. To the extent permitted by applicable law, we disclaim all warranties and representations (whether express or implied) as to the accuracy of any information contained on the Website. We do not guarantee that the Website will be fault free and do not accept liability for any errors or omissions.

4.2 Due to the nature of electronic transmission of data over the internet, any liability we may have for any losses or claims arising from an inability to access the Website, or from any use of the Website or reliance on the data transmitted using the Website, is excluded to the fullest extent permissible by law. In no event shall we be liable for any indirect loss, consequential loss, loss of profit, data, revenue, business opportunity, anticipated savings, goodwill or reputation whether in contract, tort or otherwise arising out of or in connection with this agreement or use of the Website save where such liability cannot be excluded by law.

4.3 We do not give any warranty that the Website is free from viruses or anything else which may have a harmful effect on any technology.

5. Access

5.1 You may not adapt or circumvent the systems in place in connection with the Website, nor access the Website other than through normal operations.

6. Data submitted by users

6.1 We accept no liability for data supplied by any user for display on the Website and the limitations in condition 4 above (Exclusions of liability) apply.

6.2 If you submit data for display on the Website you are responsible for ensuring that the data is accurate, complete and up to date and for updating that data where necessary.

6.3 If you submit data for display on the Website you are responsible for ensuring that no data is uploaded or submitted which is untrue, defamatory, obscene or abusive or otherwise objectionable or in breach of any applicable laws or rights of third parties.

6.4 You warrant that you have taken all reasonable precautions to ensure that any data you upload or otherwise submit to the Website is free from viruses and anything else which may have a contaminating or destructive effect on any part of the Website or any other technology.

6.5 We reserve the right (without limiting our rights to seek other remedies) to remove offending material placed on the Website that we consider to constitute a misuse of the Website or which is otherwise harmful to other users of the Website.

6.6 You will indemnify us for any claim or loss (including without limitation, economic loss) suffered by us arising out of your failure to observe any of the terms of this condition 6.

6.7 Subject to the Contracts (Rights of Third Parties) Act 1999 condition 6.5 may be enforced by the following people in their own right:

(a) any third party with whom we contract for content or advertising; and

(b) our employees or agents

7. General

7.1 If any provision of these terms and conditions is held to be unlawful, invalid or unenforceable, that provision shall be deemed severed and the validity and enforceability of the remaining provisions of these terms and conditions shall not be affected.

7.2 We may modify these terms and conditions at any time by publishing the modified terms and conditions on the Website. Any modifications shall take effect 3 days after posting on the Website.

8. Governing law

8.1 You must comply with all domestic and international export laws and regulations that apply to your use of the Website

8.2 If you reside in the United States these terms and conditions shall be governed by and construed in accordance with Massachusetts law. Any disputes shall be subject to the exclusive jurisdiction of the Massachusetts, US courts, to which both parties submit.

8.3 If you reside outside of the United States these terms and conditions shall be governed by and construed in accordance with English law. Any disputes shall be subject to the exclusive jurisdiction of the English courts, to which both parties submit.