Terms & Conditions

1. Term
2. a) This agreement is entered into on the Effective Date (as set out in the Order Form) and will continue for the Initial Term and any Renewal Terms, in each case, as set out in the Order Form, unless sooner terminated as provided under this Agreement (collectively, the “Term”).
3. Fees
4. a) The “Starter” Plan includes 60 dedicated support hours, with additional hours billed at the excess usage rate of $20/hour in the immediately following calendar month. “Intermediate” Plan includes 100 hours dedicated support hours, with additional hours billed at the standard rate of $20/hour in the immediately following calendar month. “Enhanced” Plan includes 160 hours dedicated support hours, with additional hours billed at the standard rate of $20/hour in the immediately following calendar month. The Customer shall reimburse Viva for all pre-approved expenses, which may include source costs, fees and expenses of legal counsel, if any, and of any other adviser retained by Viva prior written approval of the Customer.
5. b) Customer will pay the fees set out in the applicable Order Form (the “Fees”). Except as otherwise set out in the Order Form, Viva reserves the right to change the Fees and institute new charges for each Renewal Term upon providing not less than 30 days’ prior notice to Customer. If Customer’s use of the Viva’s monthly service hours exceeds the capacity, use, or other limitations (if any) set forth in the Order Form, or otherwise requires the payment of additional fees pursuant to the terms of this Agreement, Customer will be billed for such usage and Customer will pay such additional fees in accordance with this Agreement. Unless otherwise noted in the Order Form, all fees are identified in U.S. dollars and are payable in advance.
6. c) All invoices issued by Viva are due and payable within 15 days of the invoice date and before the start of each Term. Any late payment will be increased by the costs of collection (if any) and will incur interest at the rate of one and a half percent (1.5%) compounded monthly (19.56% annually), or the maximum legal rate (if less) plus all expenses of collection, until fully paid.
7. d) The Fees do not include applicable sales, use, gross receipts, value-added, GST or HST, personal property or other taxes. Customer will be responsible for and pay all applicable taxes, duties, tariffs, assessments, export and import fees or similar charges (including interest and penalties imposed thereon) on the transactions contemplated in connection with this Agreement. If Customer is compelled by applicable law or governmental authority to deduct or withhold tax from any amount payable to Viva, then Customer may so deduct or withhold such tax, provided that: (i) Customer will ensure that any taxes withheld are minimized to the extent possible under applicable law; and (ii) the amount payable by Customer to Viva will be increased by the full amount of any such deducted or withheld tax.
8. Confidential Information
9. a) As used herein, “Confidential Information” means any and all information of a party (the “Disclosing Party”) that has or will come into possession or knowledge of the other party (the “Receiving Party”) in connection with or as a result of entering into this Agreement, excluding information that is: (i) or becomes publicly available other than through an act or omission of the Receiving Party (but only after it becomes publicly available); (ii) independently developed by the Receiving Party without any use of or reference to the Confidential Information of the Disclosing Party; or (iii) received by the Receiving Party in good faith without an obligation of confidence of any kind from a third party (unless and until the Receiving Party has reason to believe that such information is, was or becomes subject to an obligation of confidence of any kind).
10. b) Neither party will use, reproduce, disclose, provide access to, transfer or otherwise make available any Confidential Information of the Disclosing Party for any purpose, other than as and to the extent expressly permitted under this Agreement or as may be reasonably necessary for the exercise of its rights or the performance of its obligations set out in this Agreement. Each party will take reasonable measures to maintain the confidentiality and security of all Confidential Information of the Disclosing Party that it handles.
11. c) Each Receiving Party may, where permitted by applicable law, disclose Confidential Information of the Disclosing Party: (i) to the extent required by governmental or regulatory authority having appropriate jurisdiction or otherwise as required by applicable law (provided that, unless prohibited by applicable law, the Receiving Party first gives the Disclosing Party reasonable notice of such compelled disclosure so that the Disclosing Party has an opportunity to take such steps as it desires to challenge or contest such disclosure or seek a protective order; (ii) to its employees, officers, directors, affiliates, advisors, consultants, representatives, agents, or independent contract personnel (each, a “Representative”) who need to know the Confidential Information in connection with this Agreement, as applicable; and (iii) to potential permitted assignees or successors, but only to the extent necessary in connection with a potential corporate transaction involving the business or assets of the Receiving Party, provided in each case that such person or entity is subject to confidentiality obligations in respect of such Confidential Information that are no less stringent than those contained in this Agreement. Each party will be responsible for any breach of this Agreement by any of its Representatives.
12. d) During the term of this Agreement and for a period of three years from the date of termination of this Agreement, neither party will use, reproduce, disclose, provide access to, transfer or otherwise make available any Confidential Information of the Disclosing Party for any purpose other than the Purpose or as otherwise agreed by the Disclosing Party in writing. Each party will take reasonable measures to maintain the confidentiality and security of all Confidential Information of the Disclosing Party that it handles.
13. Termination
14. a) Termination: Either party may terminate this Agreement by notifying the other party in writing of its desire to terminate this Agreement (a “Notice of Termination”). Written Notice of Termination shall specify a Termination Date which shall be no less than 15 days after the Notice of Termination. On the Termination Date this Agreement will terminate. Any unused hours to the Termination Date shall be refunded to the Customer. Any amounts owing by Customer shall be paid on or prior to the Termination Date. Further, Receiving Party will return or dispose of any tangible records of the Confidential Information in accordance with the Customer’s’ Confidentiality Agreement Any provision of this Agreement which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration, will survive the termination or expiration of this Agreement for any reason.
15. b) Effect of Termination: Upon termination or expiration of this Agreement: (i) except as otherwise permitted herein, each party will return or destroy any tangible records of the other party’s Confidential Information; and (ii) Customer will certify to Viva in writing that Customer has performed its obligations set out in this Section 8(b); provided, however, that, each party may retain one copy of the other party’s Confidential Information strictly for backup, archival, regulatory, or audit purposes, subject to the same restrictions and obligations set out in this Agreement until such Confidential Information is deleted or destroyed in the ordinary course of its business.
16. c) Survival: Sections 3, 4(b), 5, 6, 7, and 8, and such other provisions which are intended to survive expiration or termination, will survive expiration or termination of this Agreement for any reason.
17. Limitation of Liability
18. a) In no event will Viva be liable for loss of savings, loss of profits, loss of use or data, or any indirect, consequential, exemplary, incidental, or special damages arising out of or related to this Agreement, whether in contract or tort (except gross negligence or wilful misconduct), breach of warranty, strict liability, or otherwise, even if Viva has been advised of the possibilities of such damages in advance.
19. b)  In no event will Viva’s total liability, whether in contract, tort (including negligence), or other legal theory, exceed an amount equal to the Fees paid to Viva by Customer under this Agreement in the 12 months immediately preceding the event giving rise to the claim.

c)The parties acknowledge that this Section reflects a fair allocation of risk and forms an essential basis of the bargain and will survive and continue in full force effect despite any fundamental breach, failure of consideration, or of an exclusive remedy.

6. Solicitation
7. a) Neither party will, without the prior written consent of the other party, solicit, offer work to, employ, or contract with, directly or indirectly, on its own behalf of its affiliates, any Personnel of the other party during the term of this Agreement or during the 12-month period following termination or expiration of this Agreement. For purposes of this Section, “Personnel” includes any individual whom the party employs, or has employed, as an employee or independent contractor during the term of the Agreement and with which the other party comes into contact pursuant to this Agreement. The foregoing will not prohibit a party from hiring any Personnel pursuant to a general solicitation or other general recruitment campaign that is not designed to hire, or is not directed at, Personnel of the other party.
8. b) The customer does have the ability to hire the virtual analyst off the platform. This is only available to customers who have been on the enhanced plan for a minimum of 12 months immediately prior to hiring the virtual analyst with Viva’s permission. Should the customer choose to remove the virtual analyst from the platform by hiring them as part of their business, there will be a one-time fee of $25,000. A portion of this goes to the virtual analyst as a reward for their hard work.
9. Publicity
10. a) Neither party will publicly disclose, issue any press release or make any other public statement, or communicate with the media, concerning this Agreement or the provisions or subject matter hereof, without the prior written approval of the other party (which will not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, Viva may use Customer’s name and logos in its marketing and promotional materials and other communications in the context of mentioning the existence of the Agreement between the parties.
11. General
12. a) This Agreement constitutes the entire agreement between Viva and Customer pertaining to the subject matter of this Agreement and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between Customer and Viva with respect to the subject matter of this Agreement. This Agreement may not be amended or modified except in writing signed by an authorized representative of both parties.
13. b) This Agreement will be construed and governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein (excluding their conflict of laws provisions). Any dispute, claim or controversy arising out of or relating to this Agreement will be adjudicated only by a court of competent jurisdiction in Toronto, Ontario, Canada, and the parties consent to the exclusive jurisdiction and venue in a court of competent jurisdiction in Toronto, Ontario, Canada. The parties waive all defenses for lack of personal jurisdiction and forum non conveniens; provided that, notwithstanding anything to the contrary in this Section, either party may seek injunctive relief with respect to a violation of intellectual property rights or confidentiality obligations in any appropriate jurisdiction.
14. c) Neither party will assign this Agreement to any third party without the other party’s prior written consent. Notwithstanding the foregoing, either party may assign its rights or obligations under this Agreement, in whole or in part, without the other party’s consent, in connection with the transfer or sale of all or substantially all of the party’s business or assets to a third party, whether by merger, sale of stock, sale or donation of assets or otherwise. Any assignment in violation of this section will be void. The terms of this Agreement will enure to the benefit of and be binding upon the parties, their successors and permitted assignees.
15. d) No claim, right or remedy of a party under this Agreement will be deemed to be waived in whole or in part unless such waiver is in writing and signed by the party purporting to give same. No failure or delay by a party in enforcing any of the provisions of this Agreement will prejudice, affect or restrict the rights of that party under this Agreement, nor will any waiver by a party operate as a waiver of any subsequent or continuing violation. In the event that any provision of this Agreement is held to be invalid or unenforceable to any extent, the remainder of the provisions will have full force and effect.
16. e) Notwithstanding anything to the contrary, Viva may disclose general information regarding this Agreement to its current and future investors as required for such investors to evaluate the effect that this Agreement may have on Viva’s business.
17. f) This Agreement may be executed by the parties in separate counterparts, each of which when so executed and delivered will be an original, but all such counterparts will together constitute one and the same instrument. Delivery of an executed signature page to this Agreement by any party by electronic transmission will be as effective as delivery of a manually executed copy of the Agreement by such party.