Welcome to the Conviva Inc. (“Conviva
The Community is a resource of Conviva proprietary materials and information, offered by Conviva to assist authorized parties in their integration, development and validation efforts with the Conviva Services and Platform, and to promote Customer success with the Conviva Platform.
The Conviva Experience Management Platform currently includes Conviva InsightsTM, Conviva’s flagship video-stream quality-of-service analytics service; Conviva PrecisionTM, Conviva’s service optimizing quality of experience of video playback; and Conviva AtlasTM, Conviva’s data products derived from the Services and Platform (each of the foregoing the “Service(s)
” and “Product(s)
”, and collectively the “Platform
To access and use the Community, you must have initially registered by creating a User profile, during which you accepted these Terms as binding on yourself, as an individual, as well as the entity on behalf of which you are using the Community (your “Company
”). In such registration, you created and confirmed a User Name and password (together “registration
” and “credentials
”). Your continued use of, and access and use on each subsequent visit to, the Conviva Community constitutes continuing agreement to these Terms as they may be revised from time to time.
Terms (with Acceptable Use Policy)
. By your registration and use of the Community, you represent that you are accessing and using Conviva for legitimate business purposes only, will comply with the requirements herein, and are over the age of 18. Conviva will post “last updated” notations on any material updates to these Terms. You may access and use the Community solely for the purposes of performing or supporting the integration, development or validation of Conviva technology with the technology of a Conviva Customer (defined as a company that has a Customer Agreement with Conviva) or the technology of an approved business development or channel sales partner (“Permitted Purpose
”). You may also be granted registration, access and use rights as either personnel of an authorized third-party developer, or personnel of a potential Conviva customer.
. All of the materials, information and other resources in and on the Community (collectively, “Licensed Materials
”) are the proprietary and confidential information of Conviva and are protected as such under any Nondisclosure Agreement (or similarly titled document) that you or your Company has entered into with Conviva (“NDA
”), or the Confidential Information provisions of any agreement for access to Products or Services that your Company has entered into with Conviva (a “Customer Agreement
”). If, as between you or your Company and Conviva, no NDA or Customer Agreement exists with terms protecting the confidential and/or proprietary information of Conviva, then the Confidential Information provisions of these Terms below shall apply to your access and use of the Community and the Licensed Materials.
License and Restrictions
. Conviva hereby grants to you a limited, personal, non-exclusive, fully-paid, royalty-free, worldwide, non-assignable, non-transferable license, without the right to sublicense, to use the Licensed Materials solely for the Permitted Purpose, subject to the following:
• You acknowledge and agree that you will not, nor shall you allow anyone else to: (i) decompile, disassemble, reverse engineer or attempt to reconstruct, identify or discover any source code, underlying ideas, underlying user interface techniques or algorithms of the Licensed Materials by any means whatever, or disclose any of the foregoing; (ii) distribute the Licensed Materials, except as expressly permitted under an applicable Customer Agreement; or (iii) modify, lease, lend, use for timesharing, service bureau, and/or application service provider purposes the Licensed Materials.
• You agree: (i) that the Licensed Materials are the proprietary and confidential information of Conviva; (ii) to protect Conviva’s confidential information from unauthorized dissemination and use with the same degree of care that you use to protect your own like information but, in no event, less than a reasonable degree of care; (iii) not to use Conviva’s confidential information for any reason other than the Permitted Purpose; and (iv) except as expressly permitted under an applicable Customer Agreement, not to disclose to anyone else Conviva’s confidential information without Conviva’s prior written consent.
• You may not transfer or assign your license rights to any other person in any manner (by assignment, operation of law or otherwise) unless you have obtained written consent from Conviva. If you attempt to transfer or assign any of your license rights without Conviva’s consent, the transfer or assignment will be ineffective, null, and void (and you will be in material breach of these Terms).
. Conviva owns and shall retain all right, title and interest in and to the Licensed Materials, including all intellectual property rights embodied therein, and you shall have no rights with respect thereto other than the rights expressly set forth in these Terms. All rights not expressly granted to you in this Terms are retained by Conviva. You acknowledge and agree that any misuse of the Licensed Materials shall be deemed a material breach hereof.
Reservation of Right to Suspend, Revoke or Block User Names/Registration Profiles
. Conviva reserves the right to block or change a User Name if Conviva reasonably suspects that fraud, corporate espionage or other unauthorized access or use is associated with the ID, for any reason, with or without your fault.
Personal Data (PII) – Policy, Intent and Desire of Non-collection
. It is Conviva’s intent and desire to collect as little personal data as possible, whether such information is generally understood to be, or called, personal data, personal information, personally identifiable information or some other descriptor (in this Policy, “PII
What we collect
. Conviva will collect in the registration process:
• Your name, first and last
• Your email address (preferably a business email address, not a personal email address)
• Optional – a phone number at which to contact you (please use a work number)
• Password – a password that you create, which should be non-identifying to you
• Physical address (preferably a business address, not a home or personal address)
• Time Zone
Do Not Disclose
. Conviva’s Platform and Services do not collect PII that could be used to ascertain or specify the unique consumer end users of our Customers (that is, human beings utilizing Customer’s players), and Conviva does not desire to collect, process, store, use or share any such PII through its Platform or Services. Accordingly, Conviva has a policy of “do not disclose” (to Conviva) PII on consumer end users, and Conviva in the operation of its Platform and Service does not disclose, use, process or share any such user-identifying PII.
Through Community registration, Conviva generally obtains the limited information above that may suggest the name of a person that works for one of our Customers, and where such individual works (i.e. firstname.lastname@example.org). As more fully specified above, although Conviva obtains partial or full name and company data, Conviva requests that Users create passwords that do not identify themselves by any other information that may reveal PII about themselves, and that they do not use any password that is the same as any other business or personal password that could be associated with the name or other identifying factors of a User in other contexts.
Collection, use, and processing (including permitted sharing) of an individual's PII
. Conviva will collect, process, store and use PII only to provide Conviva Services, and will undertake to implement and maintain technical, procedural and administrative safeguards consistent with industry prevailing practices to prevent unauthorized access to PII. Conviva will only share PII that is communicated by User Name and password configurations, in the following instances: (i) to abide by appropriate regulatory requirements regarding such data; and (ii) to obtain the assistance of a third-party service provider that may work with our Community system and/or our installed base and new Customers that access and use the Community for the success of the Conviva experience.
The following provisions (No Warranty, Limitation of Liability and General) shall apply except to the extent expressly provided otherwise in an applicable Customer Agreement for access to Conviva’s Products and Services:
. THE LICENSED MATERIALS ARE PROVIDED "AS IS" AND CONVIVA MAKES NO WARRANTY EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, REGARDING THE LICENSED MATERIALS AND SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR THOSE ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE.
Limitation of Liability
. CONVIVA'S TOTAL LIABILITY FOR DIRECT DAMAGES ARISING OUT OF OR RELATING TO THESE TERMS AND YOUR ACCESS TO AND USE OF THE COMMUNITY AND THE LICENSED MATERIALS SHALL NOT EXCEED ONE THOUSAND US DOLLARS ($1,000). UNDER NO CIRCUMSTANCES SHALL CONVIVA BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING IN ANY WAY OUT OF THESE TERMS OR YOUR ACCESS
E OF THE COMMUNITY OR THE LICENSED MATERIALS, HOWEVER CAUSED, WHETHER ARISING UNDER A THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE OR OTHERWISE), INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF DATA, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES.
. The prevailing party in any litigation in connection with these Terms shall be entitled to an award of reasonable attorneys’ fees and costs. If, for any reason a court of competent jurisdiction finds any provision of these Terms, or portion thereof, to be unenforceable, that provision will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of these Terms will continue in full force and effect. These Terms shall be governed by and construed under the laws of the State of California, USA, without regard for its conflict of laws principles. In no event shall these Terms be governed by the United Nations Convention on Contracts for the International Sale of Goods. These Terms and the applicable Customer Agreement (if any) constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior agreements and representations, oral or written, express or implied, regarding such subject matter.
Version 4 December 2015