Terms of Service

These Terms of Service (“Terms”) are an agreement between you and Aivance Technologies, Inc. (“Aivance”, “we”, “our”, or “us”), a Delaware corporation. They govern your access to and use of our website and the products and features we make available from time to time, currently including Zentrix, Zocia and Qubool (together, the “Services”).

By accessing or using the Services, you agree to these Terms. If you do not agree, do not use the Services.

01The agreement

These Terms, together with our Privacy Policy and any order form, plan description, product-specific terms or data processing agreement we enter into with you, form the entire agreement between us regarding the Services.

If you have signed a separate written agreement with us covering the Services, that agreement takes precedence over these Terms to the extent of any conflict. Where a product has its own additional terms, those additional terms apply to that product alongside these Terms.

Not every product described on our website is generally available. Nothing on our website or in our marketing materials is a commitment to deliver any particular product, feature or timeline, and these Terms apply to each product from the point at which we make it available to you.

02Eligibility

You must be at least 18 years old and capable of entering into a binding contract. If you use the Services on behalf of an organisation, you confirm that you are authorised to bind that organisation, and “you” in these Terms refers to that organisation.

You may not use the Services if you are barred from doing so under applicable law, including trade sanctions and export control laws of the United States or any other jurisdiction that applies to you.

03Accounts

• Provide accurate, complete and current information when you register, and keep it up to date
• Keep your credentials confidential and do not share them with anyone else
• You are responsible for activity that occurs under your account, except where it results from our own failure to meet our obligations
• Tell us promptly at support@aivancetechnologies.com if you believe your account has been used without authorisation
• Where your account is administered by an organisation, that organisation may control your account, access its contents and remove your access

04Plans, billing and refunds

4.1 Plans

The Services may be offered on subscription plans. The features, limits and price of each plan are those stated on our website or in your order form at the time you subscribe.

4.2 Billing

Subscriptions are billed in advance for the billing period you select, and renew automatically for successive periods until cancelled. You authorise us and our payment providers to charge your chosen payment method for all amounts due.

4.3 Cancellation

You may cancel at any time. Cancellation takes effect at the end of the current billing period, and you retain access until then. Except where required by law or expressly stated otherwise, fees already paid are not refundable and we do not provide partial refunds for unused time.

4.4 Price changes

We may change our prices. For existing subscriptions, we will give at least 30 days' notice before a change takes effect, and the change will apply from your next renewal. If you do not accept the new price, you may cancel before it takes effect.

4.5 Late or failed payment

If a payment fails or is overdue, we may retry the charge, and we may suspend access after giving you reasonable notice and an opportunity to correct the problem.

4.6 Taxes

Our prices exclude taxes unless stated otherwise. You are responsible for all applicable taxes, duties and levies, other than taxes on our income.

05Trials, demos and beta features

We may offer free trials, interactive demonstrations, previews and beta features. These are provided for evaluation only, are offered “as is” without any warranty or support commitment, and may be changed, limited or withdrawn at any time.

Demonstration environments use sample data. Do not enter real personal information, confidential information or business records into a demonstration environment; data entered there may not be retained and is not covered by any service commitment.

06Acceptable use

You agree not to, and not to permit anyone else to:

• Break any applicable law or regulation, or infringe anyone's rights
• Upload or distribute malware, or anything designed to disrupt or damage systems or data
• Attempt to gain unauthorised access to the Services, other accounts, or any connected system or network
• Probe, scan or test the vulnerability of the Services without our prior written permission
• Reverse engineer, decompile or disassemble the Services, except to the extent that applicable law expressly permits it despite this restriction
• Scrape or harvest data from the Services by automated means, other than through interfaces we provide for that purpose
• Resell, sublicense, rent or otherwise commercially exploit the Services without our written permission
• Interfere with the integrity, security or performance of the Services, or place an unreasonable load on them
• Use the Services to send unsolicited messages, or to store or transmit material that is unlawful, defamatory, harassing, obscene, or that exploits or endangers a minor
• Impersonate any person or misrepresent your affiliation with any person or organisation
• Use the Services to develop a competing product, or to benchmark them for publication, without our written permission

We may investigate suspected breaches and take the steps described in Section 17.

07Your content and data

7.1 You keep ownership

You retain all rights in the data, files and content you upload to or create within the Services (“Your Content”). We claim no ownership of it.

7.2 The licence you give us

You grant us a worldwide, non-exclusive, royalty-free licence to host, store, copy, transmit, display and otherwise process Your Content solely as necessary to provide, secure, support and improve the Services for you, and as otherwise permitted by our Privacy Policy. This licence ends when Your Content is deleted, except for copies held in routine backups until they expire, and except where retention is required by law.

7.3 Your responsibility

You are responsible for Your Content and for having the rights and permissions needed to provide it to us and to have it processed through the Services. You are responsible for complying with the laws that apply to you, including data protection, tax, accounting and employment laws relevant to the records you keep in the Services.

7.4 Publicly shared content

Where a product allows you to share content publicly or with other users, you grant those users the access you have chosen to give them. You are responsible for what you choose to share.

7.5 Export and deletion

You may export Your Content using the features we provide. On termination, we will make Your Content available for export for at least 30 days, after which we may delete it.

7.6 Feedback

If you send us suggestions or feedback, we may use them freely and without obligation or compensation to you. You are not required to give us feedback.

08Our intellectual property

The Services, including all software, interfaces, text, graphics, trademarks, logos and documentation, are owned by Aivance Technologies, Inc. or its licensors and are protected by intellectual property laws. Subject to these Terms and your payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Services for your internal business or personal purposes.

All rights not expressly granted are reserved. You may not use our name, logos or trademarks without our prior written permission.

09Copyright complaints

We respect intellectual property rights and expect our users to do the same. If you believe material available through the Services infringes your copyright, send a written notice to support@aivancetechnologies.com with the subject line “Copyright Notice”, or by post to the address in Section 21 marked “Attn: Copyright Agent”.

Please include:

• Identification of the copyrighted work you say has been infringed
• Identification of the material you say is infringing, with enough detail for us to locate it
• Your name, address, telephone number and email address
• A statement that you believe in good faith that the use is not authorised by the copyright owner, its agent or the law
• A statement that the information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorised to act on the owner's behalf
• Your physical or electronic signature

We will review valid notices and may remove or disable access to the material. If your material is removed and you believe this was a mistake or misidentification, you may send a counter-notice to the same address. We may terminate the accounts of users who repeatedly infringe.

10Privacy

Our Privacy Policy explains how we handle personal information and forms part of these Terms. Where we process personal information on your behalf as a processor, our data processing agreement applies and, in the event of conflict, takes precedence over these Terms in relation to that processing.

11Third-party services

The Services may integrate with or link to products we do not control. We do not endorse them and are not responsible for their availability, accuracy, content or practices. Your use of a third-party product is governed by that provider's own terms, and any dispute about it is between you and that provider. If a third party changes or withdraws its service, the related functionality in the Services may change or stop working.

12Availability and changes

We aim to keep the Services available and reliable, and to give advance notice of planned maintenance where reasonably practicable. We do not commit to a specific level of availability under these Terms; any service level commitment will be set out in a separate written agreement or order form.

We may add, change, or discontinue features. Where we discontinue a feature or a product that you are paying for, we will give you reasonable notice and, at your option, a pro-rata refund of prepaid fees for the remainder of your billing period.

13Confidentiality

Each of us may receive non-public information from the other in connection with these Terms. Each party will use the other's confidential information only to perform under these Terms, will protect it with at least reasonable care, and will not disclose it to others except to its own personnel and advisers who need it and are bound by similar obligations, or where disclosure is required by law. These obligations do not apply to information that is or becomes public through no fault of the receiving party, was already known to it, or is independently developed by it.

14Disclaimers

15Limitation of liability

16Indemnification

You will defend and indemnify Aivance Technologies, Inc. and its officers, directors, employees and agents against third-party claims, and pay resulting damages, losses and reasonable legal costs finally awarded or agreed in settlement, to the extent arising from: (a) Your Content; (b) your use of the Services in breach of these Terms or applicable law; or (c) your infringement of a third party's rights.

We will promptly notify you of any such claim, give you reasonable control of the defence, and provide reasonable cooperation at your expense. You may not settle a claim in a way that imposes an obligation or admission on us without our written consent.

17Suspension and termination

You may stop using the Services and close your account at any time.

We may suspend or limit your access where we reasonably believe it is necessary to protect the Services, other users or a third party, where required by law, or where you are in material breach of these Terms. Except where the risk is urgent or the law prevents it, we will give you notice and a reasonable opportunity to remedy the problem first.

Either party may terminate these Terms for material breach that is not remedied within 30 days of written notice. We may also terminate on reasonable notice if we discontinue the Services entirely, with a pro-rata refund of prepaid fees.

On termination, your right to use the Services ends. Sections that by their nature should survive will survive, including sections 7.1, 7.6, 8, 13, 14, 15, 16, 18 and 20.

18Governing law and disputes

These Terms are governed by the laws of the State of Delaware, United States, without regard to its conflict of law rules, and excluding the United Nations Convention on Contracts for the International Sale of Goods.

18.1 Talk to us first

Before starting formal proceedings, please contact us so we can try to resolve the matter informally. Most issues can be settled this way.

18.2 Arbitration

If we cannot resolve a dispute informally within 60 days, it will be settled by binding arbitration administered by the American Arbitration Association under its applicable rules, seated in Delaware, United States, before a single arbitrator. Judgment on the award may be entered in any court of competent jurisdiction. Either party may bring an individual claim in small claims court instead, and either party may seek injunctive relief in court to protect its intellectual property or confidential information.

18.3 No class actions

Disputes will be resolved on an individual basis. To the extent permitted by law, you and we each waive any right to bring or participate in a class, collective or representative action.

18.4 If you are a consumer

19Changes to these Terms

We may update these Terms as our products or the law change. We will post the updated Terms on this page and revise the “Last updated” date. If a change is material, we will give at least 14 days' notice by email or a prominent notice in the Services before it takes effect.

If you do not accept a material change, you may cancel before it takes effect and we will refund prepaid fees for the remainder of your billing period. Continued use after the change takes effect means you accept the updated Terms. Changes do not apply retroactively to a dispute that arose before they took effect.

20General

• Severability — if a provision is found unenforceable, it will be modified to the minimum extent necessary and the rest of these Terms will remain in force
• No waiver — a delay or failure to enforce a right is not a waiver of it
• Assignment — you may not assign these Terms without our written consent. We may assign them to an affiliate or in connection with a merger, acquisition or sale of assets
• Force majeure — neither party is liable for failure to perform caused by events beyond its reasonable control, excluding payment obligations
• Notices — we may give notice by email to the address on your account or by posting in the Services. You may give notice to us using the details in Section 21
• No third-party rights — these Terms do not create rights for anyone other than you and us
• Independent parties — nothing here creates a partnership, agency or employment relationship
• Language — these Terms are written in English. Any translation is for convenience, and the English version governs

21Contact

For any question about these Terms: