Terms of Service

1. Acceptance of Terms

2. The Service

2.1 Description

VivyaSense is an AI-powered video analytics platform that connects to customer-provided camera feeds and delivers real-time safety alerts, compliance monitoring, and operational analytics as a subscription service.

2.2 Service Availability

We target 99.99% platform uptime. Planned maintenance will be communicated at least 48 hours in advance.

Status: status.vivyasense.com

2.3 Modifications

We may update, modify, or discontinue features of the Service with reasonable notice. Material changes to core functionality will be communicated 30 days in advance.

3. Subscriptions and Payment

3.1 Subscription Plans

Service is provided on a subscription basis per the plan selected at sign-up (Starter, Professional, or Enterprise). Plan details, pricing, and included features are as described at vivyasense.com/pricing at time of subscription.

3.2 Billing

• Subscriptions are billed monthly or annually in advance
• Setup fees are billed upon contract signing and are non-refundable after deployment begins
• All prices are in USD unless otherwise specified in your contract
• Applicable taxes are added where required by law (GST for India transactions)

3.3 Payment Terms

• Payment due within 30 days of invoice date
• Late payments subject to 1.5% monthly interest after 30-day grace period
• Sustained non-payment (60+ days) may result in service suspension

3.4 Price Lock

Customers on 3-year contracts receive a price lock for the full 36-month contract period. Pricing will not increase during the contract term regardless of general price changes.

3.5 Refunds

• 90-day pilot period: Full refund if customer chooses not to proceed to 3-year agreement after pilot
• Post-pilot subscriptions: No refunds for partial months or unused periods
• Setup fees: Non-refundable after deployment begins (14-day cancellation window from contract signing)

4. Intellectual Property

4.1 VivyaSense IP

All AI models, detection algorithms, model weights, training methodologies, software code, APIs, documentation, dashboards, and related technology (“VivyaSense IP”) are and remain the exclusive intellectual property of Vivya Corp.

Customer is granted a limited, non-exclusive, non-transferable, non-sublicensable license to USE the Service outputs (alerts, analytics, reports) during the active subscription period.

4.2 Restrictions — Customer Shall Not:

• Attempt to decompile, disassemble, reverse-engineer, or extract model weights, architecture, source code, or training data from any VivyaSense component
• Copy, reproduce, or distribute VivyaSense software or models
• Use VivyaSense to develop a competing product
• Share access credentials or the Service with third parties outside your organization
• Deploy VivyaSense on hardware not registered with Vivya Corp (for on-premise deployments)
• Attempt to access VivyaSense infrastructure, APIs, or systems beyond your authorized scope

4.3 Customer Data

Customer retains ownership of all camera feeds and footage. Customer grants Vivya Corp a limited license to process camera feeds solely to deliver the Service.

Customer alert clips and detection data belong to the customer. Vivya Corp may use anonymized, aggregated detection statistics (no identifiable footage or facility data) to improve detection models.

4.4 Feedback

If Customer provides feedback, suggestions, or ideas about the Service, Vivya Corp may use such feedback without restriction or compensation to Customer.

5. Acceptable Use

Customer agrees not to use VivyaSense to:

• Violate any applicable law or regulation
• Monitor individuals in violation of applicable privacy laws without proper notice and legal basis
• Conduct facial recognition or biometric identification without explicit authorization from Vivya Corp and compliance with applicable biometric privacy laws
• Harass, discriminate against, or unlawfully surveil workers
• Share access with unauthorized third parties
• Attempt to circumvent license controls or security measures
• Use the Service in any manner that interferes with other customers' service

Customer is responsible for ensuring their use of VivyaSense complies with applicable employment law, privacy law, and worker notification requirements in their jurisdiction.

6. Data and Security

6.1 Data Handling

Processing of camera feeds and alert data is governed by our Privacy Policy at vivyasense.com/privacy, which is incorporated into these Terms by reference.

6.2 Customer Security Responsibilities

Customer is responsible for:

• Securing RTSP feed credentials and network access
• Managing user access and permissions in the VivyaSense dashboard
• Promptly notifying us of any suspected unauthorized access: security@vivyasense.com
• Maintaining secure network infrastructure between cameras and VivyaSense

6.3 Data Processing Agreement

Enterprise customers and EU customers may request a Data Processing Agreement (DPA) at feedback@vivyacorp.com.

7. Warranties and Disclaimers

7.1 Vivya Corp Warranties

We warrant that:

• The Service will perform materially as described in documentation
• We will maintain reasonable security measures to protect customer data
• We will provide support as described in your plan

7.2 Disclaimers

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• Vivya Corp's total cumulative liability for any claims arising from the Service is limited to the amount paid by Customer in the 12 months preceding the claim
• Vivya Corp is not liable for:
  • Indirect, incidental, or consequential damages
  • Lost profits or revenue
  • Workplace injuries, OSHA fines, or regulatory penalties
  • Data loss beyond our documented backup and recovery capabilities
  • Force majeure events (natural disaster, war, cyber attack beyond reasonable control)

9. Indemnification

Customer agrees to indemnify and hold harmless Vivya Corp from claims arising from:

• Customer's use of the Service in violation of these Terms
• Customer's violation of applicable law
• Customer's use of VivyaSense for purposes not authorized under these Terms
• Third-party claims related to Customer's camera infrastructure or deployment

10. Term and Termination

10.1 Term

These Terms remain in effect for the duration of your active subscription.

10.2 Termination by Customer

• Annual/monthly plans: Cancel with 30-day written notice
• 3-year contracts: Early termination subject to early termination fee (remaining months × 50% of monthly fee)
• 90-day pilot: Cancel before pilot end date for full refund

10.3 Termination by Vivya Corp

We may suspend or terminate Service for:

• Non-payment (60+ days overdue)
• Material breach of these Terms (including IP restrictions)
• Illegal use of the Service
• With 30-day notice for any other reason (prorated refund of prepaid period)

10.4 Effect of Termination

Upon termination:

• Customer access to the platform ceases
• Alert clips and customer data deleted within 30 days (Enterprise: 90 days)
• On-premise license keys deactivated within 24 hours of termination
• Customer must destroy any copies of VivyaSense software components

11. Governing Law and Disputes

11.1 Governing Law

11.2 Dispute Resolution

Before initiating formal proceedings, parties agree to attempt good-faith resolution within 30 days of written notice.

For US Enterprise customers: Disputes may be resolved via binding arbitration under AAA Commercial Rules upon mutual agreement.

12. General Provisions

13. Contact