Terms and Conditions of Service

Agreement to terms

These Terms of Use (“Terms and Conditions”) constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”, “Client” or “your”, “their”) and Choovio LLC. (“Choovio”, “we”, “us”, or “our”), concerning your access to and use of the Choovio.com website as well as any other media form, media channel, mobile website, desktop application, or mobile application related, linked, or otherwise connected thereto (collectively, the “Site”). You agree that by accessing the site, you have read, understood, and agree to be bound by all of these Terms of Use. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND YOU MUST DISCONTINUE USE IMMEDIATELY.

Supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Use at any time and for any reason. We will alert you about any changes by updating the “Last Updated” date of these Terms of Use, and you waive any right to receive specific notice of each such change. Please ensure that you check the applicable Terms every time you use our Site so that you understand which Terms apply. You will be subject to and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Use by your continued use of the Site after the date such revised Terms of Use are posted.

The Terms and Conditions of Service describe the terms and conditions under which Choovio LLC. (“Choovio”) agrees to provide Client the services as described herein. Any contract for services executed by both parties shall be governed by the Terms and Conditions (Or Terms of Use) describes on this agreement and be applicable to all of Choovio’s subscriptions, services, and products, including the Internet-based software platform for inspection services, unless otherwise agreed to by the parties in writing. The Terms of Use set forth the entire understanding of the parties with respect to the subject matter described herein and constitute the entire agreement (“Agreement”) between the parties. By accepting these Terms of Use, the parties agree to be bound by the terms and conditions of this Agreement.

1. Services

1.1. Subject to the terms and conditions of this Agreement, Choovio will use commercially reasonable efforts to provide the Client access to Choovio ’s subscriptions and products and to perform the services specified in the relevant Subscription Plan (the “Services”, “Subscription”), for the term set forth in the Subscription Plan. The Client understands that Choovio’s performance is dependent in part on the Client’s actions and cooperation. Accordingly, the Client will use commercially reasonable efforts to provide Choovio with the necessary items and assistance specified in the relevant Subscription Plan in a timely manner. Any dates or time periods relevant to the performance by Choovio hereunder shall be appropriately and equitably extended to account for any delays due solely to the Client.

1.2. THE CLIENT MAY USE ITS ADMINISTRATIVE CREDENTIALS TO CREATE STANDARD USER ACCOUNTS FOR ITS AUTHORIZED EMPLOYEES, CONTRACTORS, AND CLIENTS WHO ARE BOUND BY OBLIGATIONS AND RESTRICTIONS CONSISTENT WITH THIS AGREEMENT (“AUTHORIZED USERS”) TO ACCESS CHOOVIO’S SERVICES SOLELY IN CONNECTION WITH THE USER SUBSCRIPTIONS. THE CLIENT SHALL BE RESPONSIBLE FOR ANY NON-COMPLIANCE BY ITS EMPLOYEES, CONTRACTORS, AND CLIENTS. USER SUBSCRIPTIONS ARE FOR DESIGNATED USERS ONLY AND CANNOT BE SHARED OR USED BY MORE THAN ONE USER.

2. Restrictions and Responsibilities

2.1. The Client will not, directly or indirectly: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how, or algorithms relevant to the Services or Choovio’s Service Platform; (b) modify, translate, or create derivative works based on Choovio’s Services and Subscriptions; (c) use Choovio’s services for the benefit of a third party (except to the extent expressly permitted by Choovio or authorized within the Services); (d) use Choovio’s services in any manner that interferes with or disrupts the integrity or performance of Choovio’s products or any components thereof; or (e) modify, adapt or hack Choovio’s services, or otherwise attempt to gain unauthorized access to Choovio’s products and services or the related systems or networks thereof.

2.2. The Client represents, covenants, and warrants that it will use Choovio’s Services and products only in compliance with this Agreement and all applicable laws and regulations. Although Choovio has no obligation to monitor the use of the Services, Choovio may do so and may prohibit any use of Choovio’s Services or products it believes may be in violation of the foregoing.

2.3. THE CLIENT SHALL BE RESPONSIBLE FOR OBTAINING AND MAINTAINING ANY EQUIPMENT AND ANCILLARY SERVICES NEEDED TO CONNECT TO, ACCESS, OR OTHERWISE USE CHOOVIO’S SERVICES AND PRODUCTS, INCLUDING, WITHOUT LIMITATION, MOBILE AND TABLET DEVICES, HARDWARE, SERVERS, SOFTWARE, OPERATING SYSTEMS, NETWORKING, WEB SERVERS AND INTERNET SERVICE (COLLECTIVELY, “EQUIPMENT”). THE CLIENT SHALL ALSO BE RESPONSIBLE FOR MAINTAINING THE SECURITY OF THE EQUIPMENT, AS WELL AS THE USERNAMES AND PASSWORDS FOR THE ADMINISTRATIVE ACCOUNT FOR THE CLIENT AND ITS AUTHORIZED USERS.

3. FEES AND PAYMENT

Choovio accepts the following forms of payment: Credit Card, Debit Card, PayPal.
You may be required to purchase or pay a fee to access some of our services. You agree to provide current, complete, and accurate purchase and account information for all purchases made via the Site. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed. We bill you through an online payment gateway for purchases made via the Site. Sales tax will be added to the price of purchases as deemed required by us. We may change prices at any time.

The client agrees to pay all charges or fees at the prices then in effect for your purchases and subscriptions, and you authorize us to charge your chosen payment provider for any such amounts upon making your purchase, or based on any subscription plans you purchased.
We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment. We also reserve the right to refuse any order placed through the Site.

4. Free Trial/ Effective Date

We offer a 7-days free trial to new subscribers who purchase our SaaS (software as a Service) or Subscription Services and Products.
The account will be charged according to the user’s chosen subscription plan (SaaS product) at the end of the free trial and renewal period.

5. Cancelation

You can cancel your subscription at any time from your account or by contacting us directly. Your cancellation will take effect at the end of the current paid term. If you are unsatisfied with Choovio’s services, please email us at Sales@choovio.com

The client is responsible to make sure that payment information is correct and take action if any update/change of payment is necessary. Any payment failure will affect clients’ subscriptions. Choovio has the right to remove the client’s data and subscriptions for the unpaid accounts.

Late payments will entitle Choovio to suspend the performance of the Services immediately until any outstanding amounts are paid.

THIS AGREEMENT SHALL COMMENCE FROM THE PURCHASED DATE AND CONTINUE THEREAFTER UNTIL THE EXPIRATION OF ALL OUTSTANDING SUBSCRIPTION PLAN UNLESS TERMINATED EARLIER AS DESCRIBED IN SECTION 6, “TERM AND TERMINATION”.

6. TERM AND TERMINATION

These Terms of Use shall remain in full force and effect while you use the Site. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE OR DELETE ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

If either party materially breaches this Agreement, the other party may terminate this Agreement by giving the breaching party thirty (30) days written notice of such breach, unless the breach is cured within the notice period. Either party also may terminate this Agreement at any time, with or without cause, upon 60 days’ notice. Any such termination may be limited to one or more Subscription Plans, in which case, the consequences of termination will be limited to the subject matter of those Subscription Plans. Upon termination of this Agreement for any reason, each party shall return to the other party or destroy any Confidential Information obtained from the other party. Sections 2 through 10 shall survive any termination or expiration of this Agreement. Within thirty (30) days of the termination of this Agreement, Client agrees to pay Choovio all amounts due or accrued as of the date of such termination in accordance with the applicable purchased Subscription Plan.

7. Confidential Information

Each party shall keep confidential and not disclose to any third party or use (except as contemplated by this Agreement), any non-public information obtained from the other party that is marked or otherwise designated confidential (“Confidential Information”); provided, however, that neither party shall be prohibited from disclosing or using Confidential Information that: (i) is publicly available or becomes publicly available through no act or omission of the receiving party, (ii) is or has been disclosed to such party by a third party who is not under an obligation of confidentiality with respect thereto, (iii) is or has been independently developed by such party, without use or reference to the other party’s confidential information, or (iv) must be used or disclosed under court order or applicable law, provided such use or disclosure is to the minimum extent required by such court order or applicable law. The Client also agrees not to disclose the terms of this Agreement to any third party.

8. Warranty and Disclaimer

8.1. Choovio represents and warrants that: (a) it shall perform the Services in a professional and workmanlike manner using employees or contractors of Choovio having a level of skill proportionate with the requirements of this Agreement and in accordance with all applicable laws; and (b) it has all rights necessary to perform its obligations under this Agreement and that this Agreement does not conflict with any obligation Choovio has to any third party.

8.2. EXCEPT AS SET FORTH IN THIS SECTION, Choovio’S SERVICES AND PRODUCTS ARE PROVIDED “AS IS” AND Choovio DISCLAIMS ALL WARRANTIES, IMPLIED OR EXPRESS, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. FURTHER, Choovio DOES NOT WARRANT THAT Choovio’S SERVICES OR PRODUCTS ARE ERROR-FREE OR THAT THEIR USE WILL BE UNINTERRUPTED.

9. License and Ownership Rights

9.1. The Client shall retain ownership of all right, title, and interest in and to any of its content, trademarks, software, information, and other intellectual property (“Client IP”) provided by it to Choovio in connection with the Services. Client hereby grants Choovio a paid-up license to use and exercise all Client IP solely in connection with Choovio’s performance of the Services on a non-exclusive, royalty-free, perpetual, AS-IS basis, in exchange for the consideration established in the applicable Subscription Plan. To the extent, the Client develops or provides any suggestions or feedback regarding the Services (“Feedback”), the Client grants to Choovio a non-exclusive, royalty-free, perpetual, irrevocable, transferable, sublicensable license to copy, use, modify and exploit such Feedback.

9.2. Choovio shall retain sole and exclusive ownership of all rights, titles, and interest in and to Choovio’s Services and products, software, technology, and other intellectual property (“Choovio IP”), as well as all other technology or intellectual property arising in connection with the Services.

10. General

10.1. Publicity. Neither party shall issue a press release or other public statement regarding the relationship of the parties or this Agreement without the prior written consent of the other party.

10.2. Relationship of Parties. For all purposes under this Agreement, each party shall be and act as an independent entity and shall not bind nor attempt to bind the other to any contract. Choovio will be solely responsible for its income taxes in connection with this Agreement and the Client will be responsible for sales, use, and similar taxes if any.

10.3. Excusable Delay. Neither party shall be liable to the other for any delay or failure to perform, which is directly due to causes beyond the reasonable control of such party, including, but not limited to, acts of God, acts of the public enemy, acts of any governmental authority in its sovereign capacity, fires, floods, power outages, hurricanes, and strikes or other labor disputes by other than its own employees; provided, however, that failure to make any payments provided for herein shall not be excused for any of the foregoing reasons.

10.4. Governing Law; Attorney’s Fees. This Agreement and any dispute arising hereunder shall be governed exclusively by the laws of the State of California, without regard to the conflicts of law provisions thereof.

10.5. Limitation of Liability. NOTWITHSTANDING ANYTHING ELSE HEREIN, IN NO EVENT WILL CHOOVIO BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR ANY OTHER LEGAL OR EQUITABLE THEORY FOR (I) ANY ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (II) ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, (III) ANY AMOUNT IN EXCESS IN THE AGGREGATE OF THE FEES PAID TO CHOOVIO LLC UNDER THIS AGREEMENT, OR (IV) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, RIGHTS OR SERVICES, IN EACH CASE, WHETHER OR NOT CHOOVIO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CHOOVIO’S AGGREGATE MAXIMUM LIABILITY IN CONNECTION WITH THIS AGREEMENT, FOR ALL CLAIMS CUMULATIVELY, SHALL NOT EXCEED THE AMOUNTS PAID TO CHOOVIO BY THE CLIENT IN THE THEN-PRIOR TWELVE (12) MONTH PERIOD.

10.6. Miscellaneous. These Terms of Use and any policies or operating rules posted by us on the Site or in respect to the Site constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. These Terms of Use operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms of Use is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms of Use and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment, or agency relationship created between you and us as a result of these Terms of Use or use of the Site. You agree that these Terms of Use will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms of Use and the lack of signing by the parties hereto to execute these Terms of Use

10.7. Insurance. The client is not responsible for any fringe benefits or insurance, including, but not limited to, social security, workers’ compensation, state unemployment, federal and state income tax withholdings, retirement, leave benefits, general liability, automobile, and professional liability, for Choovio or employees of Choovio. Choovio assumes full responsibility for the provision of all such insurances and fringe benefits for itself and its employees.
10.8. Indemnification. The Client agrees to indemnify and hold harmless Choovio against any damages, losses, liabilities, settlements, and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from the Client’s use of the Choovio’s Services, products or subscriptions.

Service Level Agreement (SLA)

Subscription Services Availability

The Subscription Services will be available 24 hours per day, 7 days per week, excluding any scheduled maintenance as described below:

Category 1 – Scheduled Maintenance

A weekly scheduled maintenance period may be scheduled every Sunday between 12 AM Pacific Time to 8 AM Pacific Time to perform system maintenance, backup, and upgrade functions for the Subscription Services. If scheduled maintenance is required outside of the weekly scheduled maintenance period described above, Choovio will notify Client at least two (2) business days in advance.

Category 2 – Unscheduled Maintenance

Unscheduled maintenance may be required to resolve issues that are critical for Client and/or the performance of the Subscription Services. Choovio will use best efforts to notify Client via email at least six (6) hours prior to the unscheduled maintenance.

Uptime and Data Retention

*Choovio is not responsible for the following: (i) unavailability caused by Force Majeure; (ii) any problems resulting from Client combining or merging the Subscription Services with any hardware or software not supplied by Choovio or not identified by Choovio in writing as compatible with the Subscription Services or Systems; (iii) interruptions or delays in providing the service resulting from telecommunications or Internet service provider failures; or (iv) any interruption or unavailability resulting from Client’s use of the Subscription Services in an unauthorized or unlawful manner or any interruption resulting from the misuse, improper use, alteration, or damage of the Subscription Services, or (v) third-party IoT network providers outage or disruption, like but not limited to Helium, The Things Network (TTN), AWS IoT and Senet.

There is a limited time period for Data Retention based on Clients’ purchased subscription Plans. Choovio is not responsible for data retention beyond the Client selected time period; data will be destroyed and is not restorable. The Client is responsible for backup the needed data or sending a request to “sales@choovio.com” and paying the fee for an extended time for data retention.