Terms and Conditions

Last updated November 20, 2024

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This agreement (the “Terms”) constitutes a binding legal contract between Ivo AI, Inc. (“Company” and sometimes referred to as “we”, “us” or “our”) and you (whether personally or on behalf of an entity, “Customer”, “you”, “your”, “User” or “Users”), with respect to your use of the Company website or platform (the “Site”) and any products or services to be provided to you (the “Services”) as set forth in a document incorporating these terms (a “Services Agreement”).

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These Terms, along with our Privacy Policy located at www.ivo.ai/privacy, any Services Agreement and any other posted guidelines within the Site, constitute the entire and only agreements between you and Company and supersede all other agreements, representations, and understandings with respect to the Site and the Services offered through Company.

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By accessing or using any part of the Site or Services, you agree to be bound to the terms and conditions of these Terms. If you do not agree to any or all of the Terms, you should not access or use the Site or use any Service.  

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We reserve our right to change these Terms at any time and will post above the date the Terms have been revised. You should review all Terms prior to using the Site.  Except as explicitly stated otherwise, your continued use of the Site will constitute deemed acceptance of our updated Terms.

THESE TERMS GOVERNING YOUR USE OF THE SITE INCLUDE A BINDING ARBITRATION PROVISION SET FORTH BELOW WHICH INCLUDES A WAIVER OF CLASS ACTIONS AND PROVISIONS FOR OPTING OUT OF ARBITRATION.

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  1. Site
  1. We may from time to time, at our sole and absolute discretion and without notice to you, update the Site (or any part of it). We will not be liable to you or any third party for any modification, variation, interruption, suspension or discontinuation of the Site or Services.
  1. The Site may provide links to third party websites that are not owned, managed or controlled by us. You expressly acknowledge and agree that we are not responsible for the content of those third-party websites. You are encouraged to read that third party’s terms and conditions, privacy policy and any other document that governs your relationship with that third party.
  1. Account
  1. To access certain features on the Site, you may be required to create an account (an “Account”) with us in the form provided by us.
  1. You agree that by registering an Account with us all information you provide to us during the registration process is true and accurate to the best of your belief; you are at least 18 years of age; and you have capacity to enter into contractual arrangements.
  1. You agree that you are solely responsible for your Account and all activities conducted on your Account. You must keep your password and any other login information private and secure. Your Account is registered to you, and you may not assign, transfer or otherwise dispose of your interest in your Account without our express written permission.  Company is not liable for any loss that you may incur as a result of someone else using your password or Account, either with or without your knowledge.  You agree to immediately notify Company of any unauthorized use or suspected unauthorized use of your Account or any other breach of security. Company cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.
  1. We may, from time to time, provide rules that govern your activities whilst using your Account (“Account Rules”). You expressly acknowledge and agree that you will abide by these Account Rules. Should you be in breach of the Account Rules, we may (at our absolute and sole discretion) restrict, prohibit, suspend or terminate your Account. Should your Account be terminated in accordance with this clause, we are not liable to you, or any third party, for any loss or damage suffered.
  1. User Accounts.  You are responsible for all actions on Users’ accounts and for Users’ compliance with this Agreement. You and your Users must protect the confidentiality of their passwords and login credentials. You will promptly notify Company if it suspects or knows of any fraudulent activity with its accounts, passwords, or credentials, or if they become compromised.  
  1. Feedback.  You may, but is not required to, give Company Feedback, in which case you give Feedback “AS IS”. Company may use all Feedback freely without any restriction or obligation. On such use and incorporation of Feedback into the Services, Company will own all necessary intellectual property rights in to the extent it is used or incorporated into the Services.  
  1. Restrictions & Obligations
  1. Restrictions on Customer.  
    1. Except as expressly permitted by this Agreement, you will not (and will not allow any anyone else to): (i) reverse engineer, decompile, or attempt to discover any source code or underlying ideas or algorithms of the Services (except to the extent Applicable Laws prohibit this restriction); (ii) provide, sell, transfer, sublicense, lend, distribute, rent, or otherwise allow others to access or use the Services; (iii) remove any proprietary notices or labels; (iv) copy, modify, or create derivative works of the Services; (v) conduct security or vulnerability tests on, interfere with the operation of, cause performance degradation of, or circumvent access restrictions of the Services; (vi) access accounts, information, data, or portions of the Services to which you do not have explicit authorization; (vii) use the Services to develop a competing service or product; (viii) use the Services with any High Risk Activities or with activity prohibited by Applicable Laws; (ix) use the Services to obtain unauthorized access to anyone else’s networks or equipment; or (x) upload, submit, or otherwise make available to the Services any Customer Content to which you and your Users do not have the proper rights.
    2. Your use of the Services must comply with all Documentation, if any.
    3. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information of Company without the express written consent of Company. Unless otherwise indicated, any future release, update, or other addition to functionality of the Site shall be subject to these Terms. All copyright and other proprietary notices on the Site (or on any content displayed on the Site) must be retained on all copies thereof.
  2. Suspension.  If you use the Services in violation of the Agreement or in a way that materially and negatively impacts the Services or others, then Company may suspend your access to the Services.  
  1. Privacy & Security
  1. Personal Data.  Before submitting Personal Data governed by GDPR, you must enter into a data processing agreement with Provider. If the parties have a DPA, the terms of the DPA will control each party’s rights and obligations as to Personal Data and the terms of the DPA will control in the event of any conflict with this Agreement.  
  1. Prohibited Data.  You will not (and will not allow anyone else to) submit Prohibited Data to the Services unless authorized in writing by Company.
  1. Payment & Taxes
  1. Fees and Invoices.  You may be required to purchase or pay a fee to access some features of the Site. You agree to pay all fees due and payable to us (including all applicable taxes) at the prices then in effect for your purchases as set out in the Services Agreement. Unless otherwise agreed in writing with Company, all fees are in U.S. Dollars and are exclusive of taxes. Except for the prorated refund of prepaid fees allowed with specific termination rights, fees are non-refundable. Company reserves the right to change the fees or applicable charges and to institute new charges and fees at the end of the initial Term or then current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email).
  1. Payment.  Customer will pay Company the fees and taxes in each invoice in U.S. Dollars (unless stated otherwise in the Order Form) within the period specified in an Order Form, the Services Agreement or as otherwise may be agreed to in writing between Customer and Company.  
  1. Taxes.  Customer is responsible for all duties, taxes, and levies that apply to fees, including sales, use, VAT, GST, or withholding, that Company itemizes and includes in an invoice. However, Customer is not responsible for Company’s income taxes.
  1. Term & Termination
  1. Termination. These Terms shall remain in full force and effect while you use the Services. 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 SERVICES (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON IF WE REASONABLY CONSIDER THAT SUCH PERSON IS IN BREACH OF THESE TERMS OF USE, OUR ACCEPTABLE USE POLICY, OR OF ANY APPLICABLE LAW OR REGULATION, INCLUDING WITHOUT LIMITATION BREACHES OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF USE.
  1. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SERVICES OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION IF WE CONSIDER THAT YOU HAVE BREACHED, OR ARE LIKELY TO BREACH, ANY OF THE ABOVE.
  1. 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.
  2. Effect of Termination.  Termination of the Terms will automatically terminate all Order Forms. Upon expiration or termination:
    1. Customer will no longer have any right to use the Services, technical support, or professional services.
    2. Upon Customer’s request, Company will delete Customer Content within 60 days.
    3. Each Recipient will return or destroy Discloser’s Confidential Information in its possession or control.
    4. Company will submit a final invoice for all outstanding fees accrued before termination and Customer will pay such invoice.
  3. Survival.  
    1. The following sections will survive expiration or termination of the Agreement: (Feedback), (Restrictions on Customer), (Payment & Taxes) for fees accrued or payable before expiration or termination, (Effect of Termination), (Survival), (Representations & Warranties), (Disclaimer of Warranties), (Limitation of Liability), (Indemnification), (Confidentiality), (Reservation of Rights), (General Terms), (Definitions), and the portions of a Cover Page referenced by these sections.
    2. Each Recipient may retain Discloser’s Confidential Information in accordance with its standard backup or record retention policies maintained in the ordinary course of business or as required by Applicable Laws, in which case (Privacy & Security) and (Confidentiality) will continue to apply to retained Confidential Information.
  1. Representations & Warranties
  1. Mutual.  Each party represents and warrants to the other that: (a) it has the legal power and authority to enter into this Agreement; (b) it is duly organized, validly existing, and in good standing under the Applicable Laws of the jurisdiction of its origin; (c) it will comply with all Applicable Laws in performing its obligations or exercising its rights in this Agreement.
  1. From Customer.  Customer represents and warrants that it, all Users, and anyone submitting Customer Content each have and will continue to have all rights necessary to submit or make available Customer Content to the Services and to allow the use of Customer Content as described in the Agreement. You represent and warrant that the information you provide to us is true, correct and complete. By submitting Customer Content, you represent and warrant that you own or otherwise control all of the rights to your Customer Content, including the rights necessary for you to provide, post, upload, input or submit the Customer Content, and your hereby grant to Company and its Affiliates the right to use your Customer Content to provide the Services.
  1. Disclaimer of Warranties
  1. Company makes no guarantees that the Services will always be safe, secure, or error-free, or that it will function without disruptions, delays, or imperfections. The warranties in Section 8.3 do not apply to any misuse or unauthorized modification of the Services, nor to any product or service provided by anyone other than Company. Company disclaims all other warranties, whether express or implied, including the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. These disclaimers apply to the maximum extent permitted by Applicable Laws.
  1. The use of the Site and the Services is at your own risk and is provided "as is." You are solely responsible for the use of Company platform and any legal consequences that may arise from such use. We are not responsible for any loss, damage, or legal liability resulting from your use of our platform.
  1. TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, STATUTORY AND OTHERWISE, AS TO THE SITE AND THE CONTENT, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF ACCURACY, MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.  NEITHER WE NOR OUR SUPPLIERS MAKE ANY WARRANTY THAT THE SITE, INCLUDING ALL CONTENT, SOFTWARE, PRODUCTS, SERVICES, MATERIALS, AND INFORMATION MADE AVAILABLE ON ORACCESSED THROUGH THE SITE, WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE.
  1. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
  1. Limitation of Liability
  1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY OR OUR SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO YOUR USE OF, OR INABILITY TO USE, THE SITE OR SERVICES, INCLUDING ANY CONTENT, SOFTWARE, PRODUCTS, SERVICES, MATERIALS, AND INFORMATION INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SITE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITE IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR CUMULATIVE LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THE SITE, INCLUDING ANY CONTENT, SOFTWARE, PRODUCTS, SERVICES, MATERIALS, AND INFORMATION INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SITE (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OFTHE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF ONE HUNDRED US DOLLARS (U.S. $100). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THE SITE, INCLUDING ANY CONTENT, SOFTWARE, PRODUCTS, SERVICES, MATERIALS, AND INFORMATION INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SITE OR SERVICES.
  1. ‍Indemnification and Release
  1. You agree to indemnify and hold Company (and its officers, employees, agents, successors and assigns) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Site or Services, (b) your User Content; (c) your violation of these Terms; or (d) your violation of applicable laws or regulations. Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Company. Company will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
  1. You hereby release and forever discharge Company (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present, and future dispute, claim, controversy, demand, right, obligation, liability, action, and cause of action of every kind and nature(including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Site or Services.
  1. YOU ACKNOWLEDGE THAT YOU ARE FAMILIAR WITH THE PROVISIONS OF SECTION 1542 OF THE CALIFORNIA CIVIL CODE, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”YOU HEREBY EXPRESSLY WAIVE AND RELINQUISH ALL RIGHTS AND BENEFITS UNDER SECTION1542 OF THE CALIFORNIA CIVIL CODE AND ANY LAW OR LEGAL PRINCIPLE OF SIMILAR EFFECT IN ANY JURISDICTION WITH RESPECT TO THE RELEASES AND/OR DISCHARGESGRANTED HEREIN, INCLUDING BUT NOT LIMITED TO THE RELEASES AND/OR DISCHARGES OF UNKNOWN CLAIMS.
  1. Prohibited Uses. Unless explicitly agreed by us, you acknowledge and agree that you may not use our Site for the following purposes:
  • in any way that violates any applicable local, national or international law or regulation;
  • to impersonate or attempt to impersonate any person or entity;
  • to engage in any conduct that restricts or inhibits anyone’s use or enjoyment of the Site;
  • to monitor or copy any of the material on the Site for any unauthorized purpose without our prior written consent;
  • to attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Site;
  • in any manner that could disable, overburden, damage, or impair the Site; and
  • to attempt to interfere with the proper working of the Site in any way whatsoever.

  1. Reservation of Rights
  1. All text, information, trademarks, graphics, audio, video, and data offered through the Site is collectively known as “Content”. Company retains all right, title, and interest in and to the Content and the Services, whether developed before or after the Effective Date and all improvements, enhancements or modifications. Except as expressly stated otherwise, you acknowledge and agree that the Content on the Site, and the software, features and functionality comprising the Site (collectively, the “Materials”) are the exclusive property of Company and its licensors. The Content, including information, text, images and graphics and all other material contained on the site or features and functions made available on the Site, is for your internal business use.  You may view or download a single copy of the Content solely for your personal, non-commercial use.  You must not delete or alter any copyright or other notice we place on any Content. Content is owned by us or our licensors or other users and is protected by copyright, trademark and other laws and regulations of the United States and foreign laws. You agree you will not copy, reproduce, create derivative works from, transmit or distribute the Content or Materials in any way without our prior written consent.
  1. Intended Audience of Site
  1. The Site is not directed to children under the age of 13.  As a result, the Site does not request or knowingly collect personal data from individuals under the age of 13.  If you are not 13 or older, you should not visit or use the Site. If we learn that personally identifiable information of persons under 13 years of age has been collected on the Site without verified parental consent, we will take appropriate steps to delete the information. Company reserves the right to refuse service, terminate accounts, remove or edit content, or cancel orders in its sole discretion.
  1. No Legal Advice.
  1. No Legal Advice.  Customer acknowledges and agrees that the Service Does Not Provide Legal Advice and is not a substitute for professional legal advice. Furthermore, Customer acknowledges and agrees that the legal information provided on or through COMPANY is for general informational purposes only and should not be considered legal advice. Company does not guarantee the accuracy, completeness, or timeliness of any legal materials provided through our Services. Customer acknowledges and agrees that the Service and Company assisting Customer in any way, including during any implementation or training process, shall not and does not create any attorney-client or other special relationship between Customer and Company and does not constitute the provision of legal advice or other professional advice by us.  Customer represents and warrants that its use of the Services shall be under the direct supervision of a qualified lawyer representing Customer and, notwithstanding anything to the contrary in this Agreement, Customer waives to the fullest extent any right or claim of malpractice, privilege or provision of legal advice or existence of an attorney-client relationship with, involving, or in relation to Company.
  1. Governing Law
  1. The Agreement, and any dispute or controversy arising from or related to it, will be governed by, and construed and enforced in accordance with the laws of the State of California, without reference to any choice-of-law or conflict-of-law provisions of any jurisdiction, except as otherwise provided in Section 16 (Dispute Resolution and Arbitration) below with respect to the Federal Arbitration Act.
  1. Dispute Resolution and Arbitration
  1. We will try to address your concerns without the need for a formal legal dispute. Before filing any claim against the other (whether in court or arbitration), Customer and Company agree to try to first resolve the Dispute informally. To initiate such informal Dispute resolution, the party seeking to have its claim resolved (“Notifying Party”) will notify the other party (“Notified Party”) of the actual or potential Dispute (“Notice of Dispute”). If Company is the Notifying Party, you will notify Company by email addressed to legal@ivo.ai. If Company is the Notifying Party, Company will provide Notice to you as set out in the Agreement. The Notifying Party will include in its Notice of Dispute the name of each party, the Notifying Party's contact information for any communications relating to such Dispute, and sufficient details regarding such Dispute to enable the Notified Party to understand the basis of and evaluate the concerns raised. If the Notified Party responds to the Notifying Party within ten (10) business days after receiving the Notice of Dispute that it is ready and willing to engage in good faith discussions to informally resolve the Dispute, then each party shall promptly participate in such discussions in good faith.
  1. If, notwithstanding the Notifying Party's compliance with all of its obligations under the preceding paragraph, a Dispute is not resolved within thirty (30) days after the Notice of Dispute is sent (or if the Notified Party fails to timely respond as provided above), the Notifying Party may initiate a proceeding with respect to the subject Dispute as described below.
  1. Subject to the foregoing provisions regarding informal dispute resolution, each party to the Agreement agrees that any past, present or future Dispute, including those arising under or relating to breach of the Agreement, or any other transaction or matter involving you and Company, whether in contract, warranty, misrepresentation, fraud, tort, intentional tort, statute, regulation, ordinance, or any other legal or equitable basis, shall be settled by arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules (“Rules”), and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof, unless the Dispute is subject to the “Arbitration Exceptions” below.
  1. If either party brings an action or otherwise commences any proceeding in any court or administrative agency involving, with respect to, or relating to such a Dispute (other than for an Arbitration Exception), such court or agency shall (i) stay such action or proceeding pending arbitration thereof; and (ii) award the party seeking such stay all of its costs and expenses (including reasonable attorneys’ fees) incurred in connection with such action or proceeding. Further, if either party to the Agreement purports to initiate arbitration with respect to any Dispute without first providing an applicable Notice of Dispute and otherwise complying with all of its obligations under the Agreement relating to the informal resolution of such Dispute, then, notwithstanding any other provision of the Agreement, the arbitrator(s) will promptly dismiss the claim(s) that is the subject of such Dispute and will award the other party all of its costs and expenses (including, without limitation, reasonable attorneys' fees) incurred in connection with such Dispute.
  1. Arbitration will proceed on an individual basis and will be handled by a sole arbitrator. The single arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA's roster of arbitrators. If the parties are unable to agree upon an arbitrator within fourteen (14) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules. The arbitrator(s) shall be authorized to award any remedies, including injunctive relief, that would be available in an individual lawsuit, subject to any effective and enforceable limitations of liability or exclusions of remedies set forth herein. Notwithstanding any language to the contrary in this paragraph, if a party seeks injunctive relief that would significantly impact other Company customers or users as reasonably determined by either party, the parties agree that such arbitration will proceed on an individual basis but will be handled by a panel of three (3) arbitrators. Each party shall select one arbitrator, and the two party-selected arbitrators shall select the third, who shall serve as chair of the arbitral panel. That chairperson shall be a retired judge or an attorney licensed to practice law and with experience arbitrating or mediating disputes. In the event of disagreement as to whether the threshold for a three-arbitrator panel has been met, the sole arbitrator appointed in accordance with this Section shall make that determination. If the arbitrator determines a three-person panel is appropriate, the arbitrator may -- if selected by either party or as the chair by the two party-selected arbitrators -- participate in the arbitral panel. Except as and to the extent otherwise may be required by law, the arbitration proceeding and any award shall be confidential.
  1. The arbitration will be held in English in San Francisco, California, or, if you or Company so elect, all proceedings can be conducted via videoconference, telephonically or via other remote electronic means. If the value of the relief sought in arbitration is $100,000 or less, you or Company may elect to have the arbitration based solely on written submissions, which election shall be binding, subject to the discretion of the arbitrator(s) to require an in-person hearing. Any such election by the petitioner must be made in or concurrently with the applicable Demand for Arbitration and any such election by the respondent must be made in or concurrently with the applicable answer.
  1. Filing costs and administrative fees shall be paid in accordance with the AAA Rules; provided that the prevailing party will be entitled to recover its reasonable attorneys' fees, expert witness fees, and out-of-pocket costs incurred in connection with the arbitration proceeding, in addition to any other relief it may be awarded. All provisions of the Agreement that relate to arbitration shall be construed under and be subject to the Federal Arbitration Act, notwithstanding any other choice of law set out in the Agreement.
  1. Notwithstanding anything to the contrary in the Rules, the arbitration of any Dispute shall proceed on an individual basis and not as a class, group, or representative action (collectively, a “Class Action”). Further, neither you nor Company may bring a claim as a part of a collective, coordinated, consolidated or mass arbitration (each, a "Collective Arbitration"). Without limiting the generality of the foregoing, a claim to resolve any Dispute against Company will be deemed a Collective Arbitration if (i) two (2) or more similar claims for arbitration are filed concurrently by or on behalf of one or more claimants; and (ii) counsel for the claimants are the same, share fees or coordinate across the arbitrations. "Concurrently" for purposes of this provision means that both arbitrations are pending (filed but not yet resolved) at the same time.
  1. To the maximum extent permitted by applicable law, neither you nor Company shall be entitled to consolidate, join or coordinate Disputes subject to arbitration hereunder with any disputes or claims by or against other individuals or entities, or to arbitrate any Dispute in a representative capacity, including as a representative member of a class or in a private attorney general capacity. In connection with any Dispute that is subject to arbitration hereunder, any and all such rights are hereby expressly and unconditionally waived. Without limiting the foregoing, any challenge to the validity of this paragraph shall be determined exclusively by the arbitrator.
  1. Notwithstanding anything to the contrary herein, you and Company each retain the right to bring either (i) an individual action in small claims court; or (ii) an individual debt collection action (the “Arbitration Exceptions”), even if the underlying Dispute is otherwise subject to arbitration hereunder. Either action may be brought in any court having jurisdiction. Additionally, if you breach any obligation to pay any amount owed to Company when due, Company retains the right to set off, collect or debit the amount owed.
  1. Except as otherwise required by applicable law or provided in the Agreement, if the agreement to arbitrate is found not to apply to you or your Dispute, a judicial proceeding may only be brought in a court of competent jurisdiction in San Francisco, California. Both you and Company irrevocably consent to venue and personal jurisdiction there for any Dispute; provided that either party may bring any action to confirm an arbitral award in any court having jurisdiction.
  1. The existence of and all information regarding any Dispute that is subject to arbitration hereunder will be held in strict confidence by you and Company and will not be disclosed by either party hereto except as reasonably necessary in connection with the conduct of the arbitration or the confirmation or enforcement of any arbitral award. Any such permitted disclosure will, to the maximum extent reasonably practicable, be made subject to obligations of confidentiality at least as stringent as the provisions of this paragraph. If any disclosure of information regarding any such Dispute is required under applicable law, the parties shall reasonably cooperate with one another to obtain protective orders or otherwise to preserve the confidentiality of such information.
  1. Legal Process
  1. We may respond to and comply with any legal order we receive related to your Account or use of the Services, including subpoenas, warrants, or liens. We are not responsible to you for any losses you incur due to our response to such legal order. We may take any actions we believe are required of us under legal orders including holding funds or providing information as required by the issuer of the legal order. Where permitted, we will provide you reasonable Notice that we have received such an order.
  1. Changes to the Agreement
  1. We may modify the Agreement, including by deleting, modifying or adding provisions to the Services Agreement or the Terms, by posting an amended version. The amended version will be effective at the time we post it, unless otherwise noted. If such modifications constitute a material change to the Agreement, we will provide you with reasonable prior Notice before the modifications become effective as to you; provided, however, the modified Agreement may take effect immediately in exigent circumstances, including where required to comply with applicable law, regulation or rules or to avoid or mitigate any material risk, loss or damage. If you do not accept any such modification, you must cancel your Account. If you provide electronic acceptance of the modifications or continue to use the Services or Cards after any modification takes effect, you will be deemed to have consented to the revised Agreement.
  1. Alternatively, and notwithstanding the foregoing, Company may (but has no obligation to) provide in any such Notice of any modification to the Agreement that such modification will take effect only upon affirmative acceptance thereof by Company via email, the Services or another means of communicating such consent as described in such Notice. In that event, may terminate your Account and any further right to use any Services or Card upon Notice if you do not timely accept the proposed modification in accordance with the method described in the Notice.
  1. Any waiver, modification, or indulgence that we provide to Customer, of any kind or at any time, applies only to the specific instance involved and will not act as a general waiver or a waiver, modification, or indulgence under the Agreement for any other or future acts, events, or conditions. Further, any delay by a party in enforcing its rights under the Agreement does not constitute forfeiture of such rights.
  1. Confidential Information
  1. Restrictions on Use. In connection with the Agreement, a Recipient may receive Confidential Information from the Discloser. Except as allowed in the “Exceptions” paragraph immediately below, Recipient shall hold Discloser’s Confidential Information in confidence and shall not disclose any such Confidential Information to any third party, other than (i) to its employees, contractors, service providers, advisors and affiliates who need to know such Confidential Information and who are bound by confidentiality restrictions comparable to and no less restrictive than those set forth herein; and (ii) as expressly set forth in the Agreement and/or Privacy Policy. To protect Discloser’s Confidential Information, Recipient shall take the same degree of care that it uses to protect its own confidential information of a similar nature and importance (but in no event less than reasonable care).
  1. Exceptions. Recipient may disclose Discloser’s Confidential Information: (i) to the extent required by applicable law or regulation; (ii) pursuant to a subpoena or order of a court or regulatory, self-regulatory, or legislative body of competent jurisdiction; (iii) in connection with any regulatory report, audit, or inquiry; or (iv) in the case of Company, where reasonably requested by Company’s partner or vendor.
  1. Notice
  1. You consent to us providing Notices to you and User Notifications to Users electronically, including in each case those required by law, and your Users must consent to receiving User Notifications electronically. Such electronic Notices and User Notifications shall have the same effect as if provided in writing.  
  1. Our Notices to you will be effective if provided to an Administrator, and User Notifications will be effective if provided to the applicable User, in each case electronically through the Services, via email, or (except as provided below) via SMS to the contact information provided to us by the Administrators or the User, as applicable; provided that any required Notice of any material change to or amendment of the Agreement under Section 18 (Changes to the Agreement) below will be provided to an Administrator. Customer is responsible for coordination of all communication with Company and represents and warrants it is entitled to make and receive any communication or Notice on each Customer Affiliate’s behalf.
  1. It is your responsibility to ensure that the contact information, including any email addresses, associated with your Account remain current. Notify us immediately if you are or believe you are having problems receiving Notices.
  1. Except as may be otherwise specified in the Agreement, notices from you to Company will be provided via the Services by contacting Company through the Services, with a copy sent concurrently by email to legal@ivo.ai. Each notice will be deemed to be effective on the first business day following the day that you provide such notice as provided in this Section.
  1. Definitions
  1. “Administrator” means any User designated by Customer as an administrator of Customer’s Ivo Account.
  1. “Affiliate” means an entity that, directly or indirectly, controls, is under the control of, or is under common control with a party, where control means having more than fifty percent (50%) of the voting stock or other ownership interest.
  1. “Agreement” means these Terms, together with the Services Agreement and any Order From.
  1. “Applicable Data Protection Laws” means the Applicable Laws that govern how the Service may process or use an individual’s personal information, personal data, personally identifiable information, or other similar term.
  1. “Applicable Laws” means the laws, rules, regulations, court orders, and other binding requirements of a relevant government authority that apply to or govern Company or Customer.
  1. “Service” means the product described in an Order Form.
  1. “Confidential Information” means information in any form disclosed by or on behalf of a Discloser, including before the Effective Date, to a Recipient in connection with this Agreement that (a) the Discloser identifies as “confidential”, “proprietary”, or the like; or (b) should be reasonably understood as confidential or proprietary due to its nature and the circumstances of its disclosure. Confidential Information includes the existence of this Agreement and the information on each Cover Page. Customer’s Confidential Information includes non-public Customer Content and Company’s Confidential Information includes non-public information about the Services.
  1. “Cover Page” means a document that is signed or electronically accepted by the parties that incorporates these Terms, identifies Company and Customer, and may include an Order Form.
  1. “Customer Content” means data, information, or materials submitted by or on behalf of Customer or Users to the Services but excludes Feedback.
  1. “Discloser” means a party to this Agreement when the party is providing or disclosing Confidential Information to the other party.
  1. “Documentation” means the usage manuals and instructional materials for the Service or Software that are made available by Company.
  1. “Feedback” means suggestions, feedback, or comments about the Services or related offerings.
  1. “GDPR” means European Union Regulation 2016/679 as implemented by local law in the relevant European Union member nation, and by section 3 of the United Kingdom’s European Union (Withdrawal) Act of 2018 in the United Kingdom.
  1. “High Risk Activity” means any situation where the use or failure of the Services could be reasonably expected to lead to death, bodily injury, or environmental damage. Examples include full or partial autonomous vehicle technology, medical life-support technology, emergency response services, nuclear facilities operation, and air traffic control.
  1. “Notice” means any communication related to the Agreement that is provided to you in accordance with the notice provisions set forth in these Terms and the Services Agreement.
  1. “Order Form” means the portion of a Cover Page that includes the key business details and definitions for this Agreement that are not defined in the Terms.  
  1. “Personal Data” will have the meaning(s) set forth in the Applicable Data Protection Laws for personal information, personal data, personally identifiable information, or other similar term.
  1. “Prohibited Data” means (a) patient, medical, or other protected health information regulated by the Health Insurance Portability and Accountability Act; (b) credit, debit, bank account, or other financial account numbers; (c) social security numbers, driver’s license numbers, or other unique and private government ID numbers; (d) special categories of data as defined in the GDPR; and (e) other similar categories of sensitive information as set forth in the Applicable Data Protection Laws.
  1. “Recipient” means a party to this Agreement when the party receives Confidential Information from the other party.
  1. "Services” means the Service, Software, and Documentation.
  1. “Software” means the client-side software or applications made available by Company for Customer to install, download (whether onto a machine or in a browser), or execute as part of the Services.
  1. “Term” means the initial Term or renewal Term, as applicable.
  1. “User” means any individual who uses the Services on Customer’s behalf or through Customer’s account.