Terms of services

The provider of the products supplied or provided available at www.vivememoire.com (the "Website" and together with the software and other products, the "Service") is Aldobits OÜ, Sepapaja 5, 15551, registered at the commercial registry of the district court of Tallinn, Estonia. The use of the scope of Services provided by us and used by our registered Customers in form of individuals and businesses (each a "Customer" or "you/your") is determined by the following general terms of service ("Terms of Service" or "Agreement"). The Agreement also applies to any interactions or exchanges between vivememoire and the Customer prior to the account creation. Any materials or software provided by vivememoire to the Customer before the account creation, such as proposals or test programs, are the property of vivememoire and may not be replicated or shared with others. Should there be no further contract established between the two parties, the Customer must return or delete any materials or software received and may not use them any longer. Any provisions, which are contrary to these Terms of Service, are not part of the contract, unless we explicitly and in writing agree that these provisions shall be valid.

1. Creating an Account and Conclusion of the Agreement

It is a prerequisite to use the Service of vivememoire having an existing account of Customer at https://www.vivememoire.com ("Existing Account"). You acknowledge that you have read, understand and offer to conclude this Agreement when you (i) use or sign in to the Service, (ii) provide the data, which is managed in accordance to European data privacy laws (GDPR), required for opening a vivememoire io account in our Existing Account page as described throughout this Agreement; and (iii) declare your intention to create, and create, an account by connecting to and/or signing into vivememoire with your Existing Account. By creating an account or signing into vivememoire, Customer submits an offer on the conclusion of the contract about the usage of the Service and agrees to the Agreement and the privacy policy of vivememoire which are valid at the time of registration. Notwithstanding anything in the contrary in this Agreement, upon your offer to enter into this Agreement, we may, at our discretion, decide to accept or reject such offer. Unless an explicit declaration of the acceptance is given, our acceptance can be deemed given when vivememoire grants the Service offered under this Agreement. There is no legal entitlement for using the services provided by vivememoire. vivememoire has the right to stop or deny any registration without giving any reasons. In order to access or amend the data relating to the vivememoire account the Customer shall access or amend such data within the Existing Account. After successful registration the Customer shall be able to log in for using our Service.

2. Provision of Services

vivememoire offers a cloud-based solution for user authentication, including software, client applications, SDKs, APIs, and hosted subscription services (referred to as "Services") to the Customer. In order to utilize the Services, you must have the legal authority and agree to all terms outlined in this Agreement. According to this Agreement, vivememoire will make a good faith effort to provide you with the Services for your internal business operations as outlined in each order form, and provide support services in accordance with vivememoire’s standard practices. The Customer commits to utilizing the most recent version of the software offered by vivememoire. The parties will determine the method of access to the software which include options such as (i) the Customer's right to use the software through a web application supported by a browser and/or by communicating with the vivememoire API, or (ii) vivememoire io installing the software remotely or on-site on the Customer’s computer systems. The services will be provided according to the technical standards in place at the time the contract is executed, as long as the Customer meets their obligations outlined in Section 4 of the contract. vivememoire makes full backups of its data systems on a daily basis, which will be kept for up to 10 days. These backups include all past data of the Customer according to the most recent configuration. The backups are stored in multiple locations. Restoring individual Customer data is not part of the backup service if deletion occurred by mistake or valid API calls.

3. Support and Consulting

Usually vivememoire offers any possible help during integration in French an English language. This includes (technical) support and basic consulting services, but no custom software development. vivememoire io may offer support via email, Slack or in-Service communications as set forth in detail on the Website.

4. Rights of Use and Licenses

We retain ownership of all intellectual property rights of any kind related to the Website and Service unless explicitly granted to you pursuant to this Agreement. Upon successful registration for the Service and payment of Fees (as applicable) vivememoire hereby grants to Customer the worldwide, non-exclusive, non-sublicensable, non-transferable right to use the Service for the term and subject to the provisions of this Agreement. Customer accepts such grant of rights.

5. Fees and Payment

Depending on the time of using the Service and subscription plan available on the Website chosen by Customer vivememoire demands from the Customer a fee for using its Service based on "Monthly active users“ which is our internal unit to express amounts of Service use (the "Fee"). The description, options and total amount of such Fee shall be based on the current list shown on the Website or as provided to Customer in text form. All prices for Customers do not include statutory VAT. The Customer will be responsible for paying any additional fees or surcharges charged by communication service providers or telecommunications providers (referred to as "Communications Surcharges") in addition to the fees for the Services (e.g. SMS or WhatsApp messages on behalf of the customer). These surcharges will appear as a separate line item on the invoice.

6. Availability

Our Services are generally available 24/7. Exceptions might be: Back-up processes, system maintenance, system or database repair work, unavailability of third party services. We try to keep these disruptions to an absolute minimum and plan all technical migrations to be possible without interruption of authentication. Customers’ rights in case of defects remain unaffected. During the applicable Term, vivememoire will maintain in each month the average Availability for the Core Services of at least 99.9% ("Availability Service Level %"). The average Availability in Customer’s Tenants in each month will be measured and monitored from vivememoire’s facilities and calculated using the following formula: Availability Service Level % = (total minutes per month – Downtime (in minutes)) / (total minutes per month). If vivememoire fails to meet the Availability Service Level % during any given month, and Customer requests a Service Level Credit (see below), then vivememoire will provide Customer with a Service Level Credit equal to the percentage of the monthly Fees for the month in which the service level failure occurred, corresponding to the Availability Level specified below. Each Service Level Credit will be paid by vivememoire to Customer by way of a credit on the next invoice submitted by vivememoire to Customer. If any credits are unutilized upon expiration or termination of the applicable term, then vivememoire will apply such credits to any other Fees or expenses payable by Customer to vivememoire. If there are no such other Fees or expenses, then vivememoire will pay Customer the credit amount. ‍ The rights to Service Level Credits above are Customer's sole and exclusive remedy for any failure by vivememoire to meet the Availability commitments related to providing the Services. The maximum total credit for failure to meet the Availability Service Level % for any given month will not exceed 50% of the Monthly Fees. Service Level Credits that would be available but for these limitations will not be carried forward to future months. The Service Level commitments apply only to production use of the Services, and do not apply to any non-production tenants or environments, such as staging and testing tenants and environments. Customer is not entitled to any Service Level Credit if it is in breach of the Agreement (including Customer’s payment obligations) at the time of the occurrence of the event giving rise to the credit. To request a Service Level Credit, Customer must contact vivememoire in writing within five (5) business days of the occurrence of the event giving rise to the credit. If Customer makes a request for a report on their Availability pursuant to such a Service Level Credit inquiry, vivememoire will provide a report of Customer’s Availability in that impacted month.

7. Liability

In case of negligence, vivememoire's liability is limited and they will only be fully liable in cases of intent and gross negligence by their legal representatives and/or agents, as well as when they have assumed a guarantee for certain characteristics. In case of negligence, vivememoire will only be held responsible if they fail to fulfill an essential obligation for achieving the contract's purpose. The liability will be limited to the foreseeable, typical damages of the contract, and capped at the overall fee or value of the last month of the contract. They will not be held liable for indirect damages, consequential damages or loss of profit. Any other liability is excluded and this applies to representatives, employees, and third parties acting on behalf of vivememoire. These limitations of liability will not be applicable in situations involving personal injury, concealed defects or liability arising from mandatory statutory laws such as the Product Liability Act. Claims against vivememoire for damage or reimbursement of wasted expenses will be invalidated after 2 years from the Customer becoming aware of the damage or when they should have become aware of it. Regardless of when the Customer becomes aware, claims for damage will be barred after 3 years from the event that caused the damage. These limitations will not apply in cases of intent or gross negligence by vivememoire, personal injury, or liability arising from mandatory law. These time limit restrictions do not apply to defects. If the Customer uses or integrates the contractual software before acceptance, they assume the risk and vivememoire will not be held liable for any issues arising from it. In the event of data loss caused by negligence, liability will be capped at the typical cost of recovery that would have been incurred if regular backups were made and appropriate measures were taken to address the risks involved.

8. Representations and Warranties

vivememoire ensures that the services outlined in the contract are provided in a way that substantially aligns with the agreed specifications. The laws that regulate defects in leases also apply to defects in the software outlined in the contract. This also applies to any other issues related to the use of the Service. vivememoire guarantees a minimum monthly availability of the Service of at least 99.9% (referred to as "Uptime"). When calculating availability, downtime for maintenance of up to 1 hour per month and allowed downtime is not taken into account. Allowed downtime includes: (i) third party activities, including denial of service attacks (ii) malfunctions in the Customer's software and/or computer systems, (iii) internet connection interruptions/unavailability that vivememoire is not responsible for, (iv) actions or omissions of the Customer, and/or (v) force majeure. The Customer will not be able to reduce the fees due to defects from the agreed amount, except as stated in these terms of service. The Customer will retain the right to claim for unjust enrichment or damages, unless they are related to a violation of the uptime guarantee. The Customer does not have the right to cancel the contract due to a refusal to use, as outlined in Section 543, paragraph 2, sub-paragraph 1, number 1 of the Estonian Civil Code, unless efforts to restore the agreed use have proven to be unsuccessful. If the Customer can prove that there are major problems related to the completion of services, vivememoire will provide additional performance by either delivering a work free of defects or by correcting the deficiency - the decision of which will be at vivememoire's discretion. The additional performance may also include vivememoire providing the Customer with reasonable suggestions on how to mitigate the impact of the deficiency. After the additional performance has been completed, the Customer is not entitled to reimbursement of expenses from vivememoire or third parties hired by vivememoire. If the additional performance ultimately fails, the Customer is entitled to a reduction or cancellation. If vivememoire provides services to evaluate and address deficiencies that they are not legally obligated to do so under these terms of service or by law, they may charge the Customer for the associated costs. This applies particularly if a deficiency reported by the Customer cannot be confirmed or if it is due to the Customer not fulfilling their obligations, misusing the Service or not accepting the support offered by vivememoire. We are not accountable for defects of Service or defects concerning the rights of Service in case the Service was supplied or provided without payment and the defects have not been left intentionally undisclosed.

9. Customer's General Obligations

For the entire term of the Contract, the Customer must work closely and sincerely with vivememoire and provide any necessary assistance to fulfill the Contract. This includes actively supporting vivememoire's services. True Data and Fair use: You must fill in all required fields in the sign-up sheet truthfully and completely. You must respect and abide these Terms of Service, especially the obligations for Fair and Acceptable Use set forth in Section 10. Defects and Bug reporting: You agree to support vivememoire io in removing possible software defects by means such as bugs reporting or providing any information that can help us finding source of errors, if you have any available. Backups: We do a multiple backups of your data. Upon termination of the Service, we will delete your data according to these Terms of Service. Any harm and extra costs arising from a breach of this Section 9 and other obligations outlined in the Contract shall be the responsibility of the Customer.

10. Fair and Acceptable Use; Indemnification

vivememoire Services are to be used for lawful software development, demoing, showcasing or debugging the resulting software and/or teaching software development. Your use of the Services must comply with general fair practices. In case of a violation hereof, vivememoire reserves the right to ask the Customer to stop any use that does not align with the agreement and may charge a compensation fee. vivememoire allows you to interact online with other people, computer networks and computer systems. You are solely responsible for this interaction and especially any problems, material or immaterial damage this interaction might cause. Third party claims addressed to us which result from your interactions online or violation to these Terms of Service shall be redirected to you and you shall hold us harmless and indemnify us for any damages, claims, liabilities and expenses, including attorneys’ fees that your interaction causes to others and us provided you are held responsible for such breach.

11. Suspending of service

In addition to our termination rights, we might temporarily suspend service: In case a Customer is in breach of Section 10 or a reasonable suspicion thereon considering the reasonable interests of the Customer temporarily suspend providing the entire or any part of the Service to the Customer. We will inform the Customer of such suspension measures as fast as possible to resolve the problem and resume service.

12. Term and Termination

This Agreement is effective as of your creation of the vivememoire account and remains effective until terminated. You as Customer or vivememoire may each terminate this Agreement without reason by giving a 30-day notice using the termination option in the vivememoire account or as for vivememoire via email to Customer. In addition, you as Customer or vivememoire can terminate this Agreement with immediate effect for good cause. All terminations need to be in writing. Upon termination, regulations concerning Liability (Section 7), Representations and Warranties (Section 8), Term (Section 9), Confidentiality (Section 13) and Miscellaneous (Section 15) shall continue to be respected.

13. Confidentiality

Both Customer and vivememoire agree not to, and shall ensure that their employees, agents and advisors do not, disclose to third parties, nor use for any purpose other than as contemplated in these Terms of Service and additional agreements, any confidential or proprietary information arising or disclosed pursuant to the agreement (including but not limited to the Terms of Service, the parties' trade secrets and information not generally known to the public such as business plans, strategies, practices, products, personnel and finances), except: (i) with the prior written permission of the party to whom such information belongs; (ii) where the information is already known to, or obtained by independent means, or independently developed without reference to the other party’s confidential information, by the recipient; (iii) is already in the public domain through no fault of the recipient; (iv) the recipient receives from a third person free to make such disclosure without breach of any legal obligation; or (v) the disclosure by both parties to an affiliated company (in the meaning of sections 15 et seqq AktG) of either party. This Section 13 shall survive the termination of this Agreement for three (3) years after such termination. Notwithstanding the foregoing, a recipient may disclose confidential information of the other party if required to do so by law, court order or request by any government or regulatory authority. In any of those events, the recipient will in advance and promptly inform the other party about the requirement or respectively the request for disclosure. The parties shall comply with all applicable data protection laws.

14. Terms of Service Changes

We may change these Terms of Service as well as related documentation at any time at our sole discretion. We will inform you at least in text form that the Terms of Service as well as related documentation have been modified and give information when such changes become effective. The respective change will take effect when you do not object the new Terms of Service within four (4) weeks after sending the email. In case you object to the modification within the four-week period, we shall be entitled to cancel the contract with immediate effect, without you having any claims against us. If the contractual relationship after the effective objection by you continues, the previous Terms of Service shall remain in force.

15. Miscellaneous

You are not allowed to assign, transfer or delegate these Terms of Service to any person or entity at any time given, except for certain rights as explicitly set forth in these Terms of Service. This Agreement is governed by the laws of Estonia, to the exclusion of the Convention of the United Nations on Contracts for the International Sale of Goods. Provided the Customer is a merchant, a legal entity under public law or a special fund under public law and to the extent permitted by and compatible with the law the exclusive jurisdiction and venue shall be the seat of vivememoire. The parties agree to the jurisdiction and venue of these courts. These Terms of Service and the documents referred hereto jointly constitute the whole Agreement between the vivememoire and Customer and precede any other agreement, arrangement, proposal or communication. vivememoire does not waive any rights under this Agreement by not exercising or delaying to exercise these rights. In case individual provisions in these Terms of Service including this provision are or become invalid, or in case of gaps arising in these Terms of Service, the validity of all other provisions will not be deemed affected thereby. Instead of the ineffective provision or for replenishment of gaps an adequate provision will apply.

16. How can you contact us?

If you have questions or comments about this notice, you may email us at andreea@tutorial45.com or contact us by post at:

Sepapaja 5
15551 Tallinn
Estonia