The following terms and conditions (“Terms of Service”) together with the Solvvy Order Form (“Order Form” and collectively, the “Agreement”) constitutes a valid and binding agreement between Solvvy Inc. (“Solvvy”), and the entity or individual listed on the Order Form (“Client,” “you” or “your”). This Agreement explains the terms by which you may use our online and/or mobile services, application, website, and software provided by or in connection with the service (collectively the “Service”). The Services are owned and operated by Solvvy. Please read these Terms of Service carefully before using the Service. Each capitalized term used herein shall have the meaning attributed to it in any part of this Agreement (including the Order Form).
This Agreement constitutes the complete and exclusive statement of all mutual understandings and agreement between Solvvy and the Client, and supersedes all prior or contemporaneous proposals, communications and understandings, oral or written. Except as expressly set forth herein, this Agreement may not be amended, changed, or modified, except by a written document that is duly signed by each party’s authorized representative.
1. USE OF THE SERVICE
a. This Agreement governs your access and use of the Service, and any information that is displayed or provided therein. The Service provides a conversational AI for customer support that delivers fast, effective resolutions, improves agent productivity, and uncovers valuable insights that empower your support team.
b. By accessing or using the Service, you signify that you have read, understood, and agree to be bound by the terms herein. If you do not agree, you may not use the Service. You may only access and use the Service in accordance with this Agreement.
a. Solvvy grants and Client accepts a non-exclusive, non-transferable, limited license to access and use the functionality of the Service during the term, subject to Client’s payment of all applicable fees and full compliance with the terms and conditions set forth in this Agreement.
b. The Client acknowledges and agrees that the Service is licensed solely for the use of Client’s organization in its ordinary course of business. Client may not use the Service for any other purposes, such as use it to provide services to other organizations, or integrate with other third-party solutions or services, or any other such circumstances without prior written authorization from Solvvy. Client agrees to not: (a) grant access to any Third party for any purpose whatsoever without the prior written consent of Solvvy; (b) make the Service, in whole or in part, available to any other person, entity or business; (c) sell, sublicense, lease, permit, transfer, copy, reverse engineer, decompile or disassemble the Service, in whole or in part, or otherwise attempt to discover the source code to the software used in the Service; or (d) modify, alter, integrate, combine the Service or associated software with any other software or services not provided or approved by Solvvy. Client has and will obtain no rights to the Service except for the limited rights to use the Service as expressly granted by this Agreement.
c. Client represents and warrants that: (i) Client has the power, right and authority to enter into this Agreement, and is capable of forming a binding contract, (ii) Client will use the Service for lawful purposes only and in accordance with this Agreement and all applicable laws, regulations and policies, (iii) Client owns or has sufficient rights in and to any data, information and other materials (collectively, “Client Materials”) Client submits through the Services, and that any use by Solvvy of such Client Materials as contemplated in this Agreement will not infringe on the rights of any third party or violate any applicable laws or regulations, and that such content shall not (a) violate any laws or regulations or any rights of any third parties; (b) contain any material that is unlawful, fraudulent, threatening, defamatory, obscene, profane or hateful or (c) contain any disabling codes or instructions, or any viruses, worms, Trojan horses or other contaminants.
d. You grant Solvvy a worldwide, non-exclusive, limited term license to access, use, process, copy, distribute, perform, export and display Client Materials, as reasonably necessary (a) to provide, maintain and improve the Service; (b) to prevent or address service, security, support or technical issues; (c) as required by law.
e. The Client Materials that you submit may be modified or adapted for purposes of transmission, display, or distribution over computer networks or any media formats, in order to conform to any requirements or limitations in working with such networks, services, devices or media. We reserve the right at all times to remove or refuse distribution of any Client Materials on or through the Service.
a. In order to use the Service, you will be required to create an account and provide accurate, current and complete information in connection with your use of the Service (“Account“). You agree to maintain and promptly update your Account information as necessary to maintain its accuracy. Solvvy reserves the right to suspend or terminate access to and use of the Service, or any portion thereof, on the basis of inaccurate or incomplete Account information.
b. Your Account gives you access to the Service and functionality that we may establish and maintain from time to time and in our sole discretion. We may maintain different types of accounts for different types of users. If you open an Account on behalf of a company, organization, or other entity, then (a) “you” includes you and that entity, and (b) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to this Agreement, and that you agree to this Agreement on the entity’s behalf.
c. You are solely responsible for all activity that occurs when the Service is accessed through your Account, and you must keep your account password secure. You must notify Solvvy immediately of any breach of security or unauthorized use of your account. Solvvy will not be liable for any losses or damages arising from your failure to protect your password or Account information and/or caused by any unauthorized use of your Account.
4. INTELLECTUAL PROPERTY.
a. The Service is protected by copyright, trade secret and other forms of intellectual property which belongs to Solvvy and may be confidential information of Solvvy. All rights, title and interest in and to the Service and all modifications to the Service, excluding Client Materials are and will remain vested in Solvvy ; you receive only a license to use the Service. Client acknowledges that no rights (other than those rights granted herein to use the Service), license or interest to any of Solvvy’s intellectual property, including but not limited to, copyright, trademarks and/or trade names, are granted under this Agreement.
b. COPYING AND USE. Any unauthorized copying, use, or alteration of the Service and related materials is forbidden. You will not sublicense, allow access to or assign the license, modify the Service, or distribute or transmit any portion of the Service to any third party. You will take reasonable efforts to ensure that your designated employees (“Authorized Users”) comply with the terms of this Agreement.
5. TERM; TERMINATION
a. TERM. This Agreement and the license granted hereunder will commence on the Effective Date indicated in the Order Form and remain in effect for the period of time provided therein (“Term”). Upon termination or expiration of this Agreement for any reason, your license to access the Service shall end.
b. TERMINATION. Either party may terminate this Agreement upon written notice to the other party if the other party materially breaches the Agreement and such breach is not cured within thirty (30) days after the non-breaching party provides notice of the breach.
c. Solvvy has the right to deny access to, and to suspend or terminate your access to, the Service, or to any features or portions of such, and to remove and discard any Client Materials you have submitted, at any time and for any reason, including for any violation by you of this Agreement. In the event that we suspend or terminate your access to and/or use of the Service, you will continue to be bound by the terms of this Agreement as applicable.
6. MARKETING. Client grants Solvvy permission to name them as a customer and/or use your logo across Solvvy marketing materials, e.g., the Solvvy website, emails, presentations, brochures, etc. You further grant Solvvy permission to develop content around your experiences as a Solvvy customer, e.g., a written and/or video case study. This content will be created in cooperation with Client and used only upon Client’s written approval.
7. PAYMENT OF SERVICES.
a. Client shall pay Solvvy the Total Fees as set forth in the Order Form in accordance with the terms of this Agreement.
b. The License Fees shall be due and payable within thirty (30) days of the date of the invoice and payment must be made in U.S. Dollars. Solvvy may assess a late payment charge on any overdue amount, computed at the rate of two percent (2%) per month or the highest allowable by law, whichever is lower. In the event Client fails to make timely payment, Client will be responsible for all reasonable expenses (including attorneys’ fees) incurred by Solvvy in collecting such amounts.
c. Client acknowledges and agrees that there shall be no refunds under this Agreement for any reason. The License Fees cover all costs that Solvvy incurred for the creation and functioning of Client’s Account for the agreed upon Term hereof, and other expenses related thereto.
8. WARRANTIES. Solvvy warrants that it has the necessary rights to enter into this Agreement and that its provision of the Service does not violate any applicable law or regulation.
a. The Service is provided on an “as is” and “as available” basis. To the maximum extent permitted by applicable law, the Service is provided without warranties of any kind, either express or implied, including but not limited to the implied warranties of merchantability, non-infringement, fitness for a particular purpose. Solvvy does not warrant that the operation of the Service will be uninterrupted or error-free. Solvvy makes no warranty about the suitability of the Service or content for any purpose and does not warrant that the Service will meet your requirements.
b. Solvvy cares about and takes very seriously the integrity and security of your personal information. We take commercially reasonable administrative, physical and electronic measures designed to safeguard and protect the Services, Client Materials and content, materials and data therein from unauthorized access, use, modification, deletion and/or disclosure by our personnel. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.
c. Solvvy may schedule regular maintenance releases to the Service for up to four (4) hours per month and may also conduct an emergency maintenance release from time to time. Solvvy is not responsible for compatibility problems of any computer hardware or operating system for which the Service is procured.
d. Solvvy will use commercially reasonable efforts to make the Service available pursuant to this Agreement except for (a) planned downtime; (b) emergency downtime; and (c) any unavailability caused by circumstances beyond our reasonable control. Solvvy reserves the right to modify the Service from time to time and makes no guarantees as to the continuous availability of the Service or of any specific feature(s) or functionality(ies) of the Service.
a. Client agrees to indemnify, defend and hold harmless Solvvy from and against any and all claims, suits, liability, damages and/or costs (including without limitation reasonable attorney’s fees and costs) resulting directly or indirectly from: (a) the use or misuse of the Services or any portion thereof by Client or any of Client’s Authorized Users; or (b) Client’s breach of this Agreement.
b. Solvvy agrees to indemnify, defend and hold harmless Client from and against third party claims that the Service infringes or misappropriates any third party intellectual property (provided you give Solvvy prompt notice of the claim, provide assistance necessary for the defense, and grant Solvvy control of the defense of the claim). If the Service becomes the subject of an intellectual property infringement claim, Solvvy may, at its sole option, (a) procure for Client a license to continue using the Service in accordance with this Agreement; (b) replace or modify the allegedly infringing portion of the Services to avoid the infringement, or (iii) terminate this Agreement and refund any prepaid fees as applicable to the period after termination. This section sets forth Client’s sole remedy in the event of any third party infringement claim regarding the Services.
c. The indemnifying Party may not enter into any settlement that would admit any wrongdoing by or impose any liability on the part of the indemnified Party, or impose any obligation on the indemnified Party, without the indemnified Party’s prior written consent. Each Party’s indemnification obligations under this Agreement will be reduced to the extent the other Party is held to have been contributorily negligent or otherwise at fault. Each Party shall have a duty to mitigate its damages for which the other Party is or may be responsible.
11. LIMITATION OF LIABILITY.
a. If you are dissatisfied with the Service, your sole and exclusive remedy is to discontinue using the Service.
b. It is expressly agreed that in no event shall Solvvy, or any officers, directors, stockholders, agents, and employees, be liable for any special, indirect, consequential, or exemplary damages, including but not limited to, loss of profits or revenues, loss of use, or loss of information or data, whether a claim for any such liability or damages is premised upon breach of contract, breach of warranty, negligence, strict liability, or any other theory of liability, even if Solvvy has been apprised of the possibility or likelihood of such damages occurring.
c. Solvvy’s aggregate liability under this agreement, regardless of theory of liability, shall be limited to the License Fees actually paid by Client under this agreement in the twelve (12) month period preceding the event first giving rise to the claim.
d. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.
a. Each party (“Disclosing Party”) may disclose “Confidential Information” to the other party (“Receiving Party”) in connection with this Agreement, which is anything that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Notwithstanding the above, Confidential Information does not include information that (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party.
b. The Receiving Party will (a) take at least reasonable measures to prevent the unauthorized disclosure or use of Confidential Information, and limit access to those employees, affiliates and contractors who need to know such information in connection with this Agreement; and (b) not use or disclose any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement.
c. The Receiving Party may access or disclose Confidential Information of the Disclosing Party if it is required by law; provided, however, that the Receiving Party gives the Disclosing Party prior notice of the compelled access or disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the access or disclosure.
a. EXPORT RESTRICTIONS, SPECIAL LICENSES, CERTIFICATIONS. Each party agrees to comply with all applicable international, federal, state, and local laws and regulations in performing its obligations hereunder, including, without limitation, all United States export regulations.
b. ASSIGNMENT. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Solvvy without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.
c. VENUE/CHOICE OF LAW. The parties agree that the laws of the State of California will apply to matters relating to the use of the Service, and the parties submit to the exclusive jurisdiction and venue of the courts of the State of California. In the event any action is brought by Solvvy to enforce any provision of the Agreement or to declare a breach of the Agreement, Solvvy shall be entitled to recover, in addition to any other amounts awarded, reasonable legal and other related costs and expenses, including attorney’s fees, incurred thereby.
d. ENTIRE AGREEMENT, WAIVER, COUNTERPARTS. This Agreement contains the entire agreement between you and Solvvy relating to the Service , and can be amended only by a writing signed by the parties. No provision or breach of this Agreement shall be deemed waived except in writing.
e. SEVERABILITY. If any term of this Agreement is, for any reason, held to be invalid, unenforceable, or contrary to public policy, law, statute and/or ordinance, then the remainder of this Agreement shall not be affected by such determination and shall remain valid and fully enforceable.
f. UPDATES. Solvvy will update the Service and make available to Client any and all patches, enhancements, updates, upgrades and new versions of the Service that Solvvy makes generally commercially available (“Updates”). Any such Updates will be deemed part of the Service as that term is used herein.
g. SUPPORT. Solvvy will make technical support available to Client by telephone number, e-mail, or voice mail, twenty-four (24) hours per day, seven (7) days per week. Solvvy’s support personnel will provide Client with remote assistance for help in using and operating the Service and to accept reports of errors in the Service. Solvvy will ensure that each of its personnel performing any maintenance and support services are experienced, knowledgeable and qualified in the use, maintenance and support of the Service.
Contact information for technical support is as follows:
Telephone Number: 650-246-9685
Solvvy may change any of the foregoing contact information from time to time by updating these Terms of Service.
h. NOTICES/ELECTRONIC COMMUNICATION.
1. Solvvy may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, as determined by Solvvy in our sole discretion. Solvvy reserves the right to determine the form and means of providing notifications to you. Solvvy may, in its sole discretion, modify or update these Terms of Service from time to time, and so you should review this page periodically. When we change these Terms of Service in a material manner, we will update the last modified date at the bottom of this page. Your continued use of the Service after any such change constitutes your acceptance of the new Terms of Service.
2. Our communications with you via the Service use electronic means, whether you visit the Service or send us an email, or whether we post notices on the Service or communicate with you via email or text. For contractual purposes, you consent to receive communications from us in an electronic form, and you agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if it were in writing.
3. Any notices to Solvvy must be sent to:
1325 Howard Ave, #417
Burlingame, CA 94010
i. Feedback. We may use any reports, comments, ideas and suggestions in any form regarding the Services that you provide to us (collectively, the “Feedback”). You grant us a worldwide, non-exclusive, irrevocable, perpetual, royalty-free right and license to incorporate and use the Feedback in connection with any products and services.
j. Interpretation. Section headings are for reference only, and shall not be construed as substantive parts of this Agreement. Each capitalized term used in this Agreement (including any schedule or exhibit of this Agreement) shall have the meaning attributed to it in any part of this Agreement (including any such schedules or exhibits).
k. Survival. You acknowledge and agree that all indemnification, confidentiality, intellectual property, governing law, dispute resolution, enforceability/injunctive relief, limitation of liability and other clauses including those provisions which by their terms contemplate survival shall survive the termination or expiration of this Agreement regardless of the cause of such termination.
l. Force Majeure. Neither party shall be liable to the other party for any delay or failure of said party to perform its obligations hereunder (except for payment obligations) if such delay or failure arises from any cause or causes beyond the reasonable control of such party. Such causes shall include, but are not limited to, acts of God, floods, fires, loss of electricity or other utilities, or delays by either party in providing required resources or support or performing any other requirements hereunder.