Terms and Conditions

1. INTRODUCTION AND ACCEPTANCE

These Terms and Conditions ("Terms", "Agreement") constitute a legally binding agreement between you ("Client", "you", "your") and Vivameda Ltd ("Vivameda", "Company", "we", "us", "our"), a company incorporated under the laws of Cyprus, VAT number CY60189498Z, with registered address at Lysis, Armou, 8522 Paphos, Cyprus.

By accessing our website, purchasing our products, or using our services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must not use our services.

These Terms apply to all users, including business partners, clients, and visitors. Additional terms may apply to specific products or services, which will be disclosed at the time of purchase.

2. NATURE OF SERVICES AND DATA PRODUCTS

2.1 Workforce Intelligence Data: Vivameda provides structured workforce intelligence and company level analytical datasets for legitimate business purposes. Our data products include:

• Company level headcount and growth metrics
• Role distributions and seniority classifications
• Workforce skill and capability signals
• Company affiliations and organizational data
• Historical workforce and organizational intelligence

2.2 Intended Use Cases: Our data products are designed exclusively for:

• AI model training (identity resolution, career path modeling, organizational intelligence)
• Market intelligence and competitive analysis
• Historical and statistical research
• Enterprise business intelligence applications

2.3 Not Consumer Data: Vivameda does not operate as a consumer data broker. We do not provide consumer behavioral data, personal financial information, health data, or any sensitive personal data categories.

2.4 Compliance: Our data products are processed under legitimate interest basis in accordance with GDPR Article 6(1)(f). Clients are responsible for ensuring their use of our data complies with all applicable laws in their jurisdiction.

3. CLIENT OBLIGATIONS AND PERMITTED USE

3.1 Permitted Uses: You may use our data products only for:

• Internal AI model training and machine learning applications
• Internal market research and business intelligence
• Historical and statistical analysis
• Organizational research and workforce analytics

3.2 Prohibited Uses: You shall NOT use our data for:

• Unsolicited consumer marketing, spam, or mass email campaigns
• Any form of harassment or stalking of individuals
• Credit decisions, insurance underwriting, or employment screening
• Any purpose that would violate applicable data protection laws
• Re-identification of anonymized or aggregated data
• Combining with other data sources to create consumer profiles

3.3 Data Subject Rights: You agree to:

• Cooperate with Vivameda in honoring data subject rights requests
• Delete or rectify data upon receiving notification from Vivameda
• Implement processes to handle opt-out and erasure requests
• Notify Vivameda of any data breach affecting our data within 72 hours

3.4 Data Processing Agreement: For data transfers that require it under applicable law, clients agree to execute our standard Data Processing Agreement (DPA) upon request.

3.5 Audit and Compliance Verification: Vivameda reserves the right, upon reasonable notice and during normal business hours, to verify Client's compliance with these Terms, including permitted use restrictions and data protection obligations. Such verification may include written certifications, questionnaires, or technical assessments. Where material non-compliance is identified, Vivameda may suspend or terminate access immediately.

4. ELIGIBILITY AND CAPACITY

By entering into this Agreement, you represent and warrant that:

• You are at least 18 years of age
• You have the legal capacity to enter into binding contracts
• If acting on behalf of a company or organization, you have the authority to bind that entity to these Terms
• You will use our services only for lawful business purposes
• You are not located in a jurisdiction where our services are prohibited
• You have appropriate data protection measures in place to handle personal data

5. EXPORT CONTROLS AND SANCTIONS

You represent that you are not located in, and will not use the services or data from, any country or territory subject to comprehensive sanctions, and that you are not a prohibited or restricted party under applicable export control or sanctions laws. You agree to comply with all applicable export control and sanctions regulations.

6. PRODUCTS AND SERVICES

6.1 Product Descriptions: We make reasonable efforts to describe our products and services accurately. However, we do not warrant that product descriptions or other content are complete, current, or error-free.

6.2 Data Accuracy: While we strive to provide accurate and relevant professional data, we cannot guarantee the absolute accuracy, completeness, or timeliness of any data provided. Professional information changes frequently, and some data may become outdated between updates.

6.3 Data Freshness: Our datasets contain historical data spanning multiple years. Specific data vintage and refresh frequencies are disclosed at the time of purchase.

6.4 Service Availability: We reserve the right to modify, suspend, or discontinue any product or service at any time without prior notice. We shall not be liable for any modification, suspension, or discontinuation.

6.5 Delivery: Data products are typically delivered electronically via bulk export (Parquet, JSONL), Snowflake, RAG file, or API access. Delivery times are estimates only and not guaranteed.

6.6 No Professional Advice: Our services and data do not constitute legal, financial, or investment advice. You are solely responsible for how you interpret and use the data.

7. PRICING AND PAYMENT

7.1 Prices: All prices are quoted in the currency specified at the time of purchase and are exclusive of applicable taxes unless otherwise stated.

7.2 Payment Terms: Payment is due at the time of purchase unless otherwise agreed in writing. We accept the payment methods specified on our website.

7.3 Taxes: You are responsible for all applicable taxes, duties, and levies associated with your purchase, except for taxes on our net income.

7.4 Price Changes: We reserve the right to change prices at any time. Price changes will not affect orders already confirmed.

8. LICENSE AND USAGE RIGHTS

8.1 License Grant: Upon payment, we grant you a limited, non-exclusive, non-transferable license to use the purchased data for the permitted purposes specified in Section 3.

8.2 Restrictions: You shall not:

• Resell, sublicense, or redistribute our data to third parties
• Use our data for any unlawful purpose or prohibited use
• Attempt to reverse engineer or derive source data from our products
• Remove any proprietary notices or labels from our materials
• Use our data in a manner that violates any applicable law or regulation
• Share access credentials with unauthorized parties
• Make our data publicly available or accessible to competitors

8.3 Data Use Restriction: All data elements included in our datasets are provided exclusively for internal analytical and research purposes. These elements may be used only to enhance internal business intelligence, AI training, and research applications. The resale, sublicensing, or redistribution of any data elements to any third party is strictly prohibited and constitutes a material breach of this Agreement.

8.4 Intellectual Property: All intellectual property rights in our data, website, and services remain with Vivameda or our licensors. Nothing in these Terms transfers any ownership rights to you.

8.5 AI Training License: Where data is licensed for AI training purposes, the resulting trained models remain your property, provided that such models do not contain, expose, or permit reconstruction of the underlying data.

9. REFUNDS AND CANCELLATIONS

9.1 Digital Products: Due to the nature of digital data products, all sales are final once the data has been delivered or access has been provided. Except as expressly stated in these Terms, no refunds will be issued for delivered products.

9.2 Subscription Services: For subscription-based services, you may cancel at any time. Cancellation will take effect at the end of the current billing period. No partial refunds will be provided.

9.3 Exceptions: Refunds may be considered at our sole discretion in cases of:

• Technical errors that prevent delivery of purchased products
• Duplicate charges
• Products materially different from their description

10. CONFIDENTIALITY

10.1 Confidential Information: Both parties agree to maintain the confidentiality of any proprietary or confidential information disclosed during the business relationship.

10.2 Data Confidentiality: You agree to treat our data products as confidential and implement appropriate security measures to prevent unauthorized access or disclosure.

10.3 Exceptions: Confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no fault of the receiving party
• Was rightfully known prior to disclosure
• Is independently developed without reference to confidential information
• Is required to be disclosed by law or court order

11. DISCLAIMER OF WARRANTIES

11.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR SERVICES AND PRODUCTS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

11.2 WE EXPRESSLY DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

• IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE
• WARRANTIES OF NON-INFRINGEMENT
• WARRANTIES THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE
• WARRANTIES REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY DATA

11.3 Some jurisdictions do not allow the exclusion of certain warranties. In such jurisdictions, the above exclusions may not apply to you to the extent prohibited by law.

12. LIMITATION OF LIABILITY

12.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, VIVAMEDA AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND AFFILIATES SHALL NOT BE LIABLE FOR:

• ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES
• LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL
• ANY DAMAGES ARISING FROM YOUR USE OR INABILITY TO USE OUR SERVICES
• ANY DAMAGES ARISING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR DATA
• ANY CLAIMS ARISING FROM YOUR VIOLATION OF APPLICABLE DATA PROTECTION LAWS

12.2 IN NO EVENT SHALL OUR TOTAL LIABILITY EXCEED THE AMOUNT PAID BY YOU FOR THE SPECIFIC PRODUCT OR SERVICE GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

12.3 In no event shall Vivameda's aggregate liability exceed the total fees paid by you to Vivameda in the twelve (12) months preceding the event giving rise to the claim.

12.4 THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF THE THEORY OF LIABILITY, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS.

13. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Vivameda and its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your use of our services or products
• Your breach of these Terms
• Your violation of any applicable law or regulation, including data protection laws
• Your infringement of any third party rights
• Any misuse of data obtained from us
• Your use of data for prohibited purposes
• Any data subject claims arising from your processing of our data

14. PROHIBITED USES

You are prohibited from using our website or services:

• For any unlawful purpose or to violate any applicable laws
• To infringe upon the intellectual property rights of others
• To harass, abuse, defame, or discriminate against any person or group
• To transmit viruses, malware, or other harmful code
• To interfere with the security or operation of our services
• To scrape, crawl, or use automated means to access our website without permission
• To attempt unauthorized access to our systems or data
• To engage in any activity that could damage our reputation or business
• For unsolicited consumer marketing or spam campaigns

15. TERMINATION

15.1 Termination by Us: We may terminate or suspend your access to our services immediately, without prior notice, for any material breach of these Terms or prohibited use of our data.

15.2 Termination by You: You may terminate your relationship with us at any time by discontinuing use of our services.

15.3 Effect of Termination: Upon termination:

• All licenses granted to you will immediately terminate
• You must cease all use of our data and services
• You must delete all copies of our data in your possession within 30 days
• Provisions that by their nature should survive termination will survive
• No refunds will be provided for prepaid services
• The following sections shall survive termination: License and Usage Rights, Data Use Restriction, Confidentiality, Indemnification, Limitation of Liability, Governing Law and Jurisdiction, and Dispute Resolution

16. GOVERNING LAW AND JURISDICTION

16.1 Governing Law: These Terms shall be governed by and construed in accordance with the laws of the Republic of Cyprus, without regard to its conflict of law provisions.

16.2 Jurisdiction: Any disputes arising out of or relating to these Terms shall be subject to the exclusive jurisdiction of the courts of Cyprus.

16.3 EU Consumers: If you are a consumer in the European Union, you may also have the right to bring proceedings in your country of residence. Nothing in these Terms affects your statutory rights as a consumer.

17. DISPUTE RESOLUTION

17.1 Informal Resolution: Before initiating formal legal proceedings, you agree to first attempt to resolve any dispute informally by contacting us at data@vivameda.com. We will attempt to resolve the dispute within 30 days.

17.2 Mediation: If informal resolution fails, either party may propose mediation through a mutually agreed mediator before proceeding to litigation.

17.3 Class Action Waiver: You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action.

18. FORCE MAJEURE

Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, epidemics, pandemics, strikes, or failures of third party telecommunications or power supply.

19. SEVERABILITY

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' original intent.

20. WAIVER

No waiver of any term or condition of these Terms shall be deemed a continuing waiver of such term or any other term. Our failure to exercise or enforce any right or provision shall not constitute a waiver of such right or provision.

21. ENTIRE AGREEMENT

These Terms, together with our Privacy Policy, any Data Processing Agreement, and any additional terms agreed upon in writing, constitute the entire agreement between you and Vivameda regarding our services and supersede all prior agreements, understandings, and communications, whether oral or written.

22. INDEPENDENT CONTRACTORS

The parties are independent contractors. Nothing in these Terms creates any partnership, joint venture, agency, or employment relationship.

23. AMENDMENTS

We reserve the right to modify these Terms at any time. Material changes will be communicated through our website or other appropriate means. Your continued use of our services after such changes constitutes acceptance of the modified Terms.

24. ASSIGNMENT

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations without restriction.

25. THIRD PARTY RIGHTS

These Terms do not confer any rights on any third party. A person who is not a party to this Agreement has no right to enforce any term of this Agreement.

26. LANGUAGE

These Terms are drafted in English. In the event of any conflict between the English version and any translation, the English version shall prevail.