Yovi Terms of Service

1. About These Terms

These terms are an agreement between Yovi Ltd ("Yovi", "we", "us") and the organisation that uses Yovi (the "Customer", "you"). They cover the Yovi service: the admin console, Yovi sign-in, the browser extension, the desktop and mobile apps, and integrations (together, "the Service").

If you accept these terms for an organisation, you confirm that you are authorised to do so. If the Customer has a separate signed agreement with Yovi, that agreement takes precedence where the two differ.

The Customer's employees and other people it lets use Yovi ("Users") use the Service on its behalf. The Customer is responsible for their use of it.

2. The Service

We provide the Service as described in our documentation and in your order. We keep improving Yovi and may change features over time. We won't make changes that materially reduce the Service you have paid for during your current subscription term.

We may offer early-access or beta features. They are provided as they are, may change or be withdrawn, and are excluded from any service commitments.

3. Your Responsibilities

• Keep your account credentials secure, and tell us promptly if you suspect unauthorised access.
• Make sure you have the right to install Yovi on the devices and browsers you deploy it to.
• Tell your Users how you use Yovi, and have a lawful basis for the monitoring it enables. Get any consents or other agreement the law requires, including from employees or their representatives.
• Make sure you have the right to connect the third-party services you link to Yovi.
• Use the Service in line with these terms and applicable law.

4. Acceptable Use

You must not, and must not let anyone else:

• use the Service for anything unlawful, harmful or fraudulent
• use it to monitor people other than your own Users, or outside what the law allows
• try to access the Service or its data in ways we haven't authorised, or disrupt or overload it
• copy, modify, or reverse engineer the Service, except where the law allows you to
• resell the Service or provide it to third parties

5. Your Data

You own the data that you and your Users provide to or collect with the Service ("Customer Data"). You give us permission to process Customer Data only as needed to provide, secure and support the Service for you.

We process Customer Data as your processor, as described in our Privacy Policy. On request, we will enter into a data processing agreement with you.

You can export Customer Data while your subscription is active. After your subscription ends, we will delete Customer Data within a reasonable period, unless the law requires us to keep it.

6. Third-Party Services

The Service works with services we don't control, such as identity providers, SaaS apps and AI tools. Your use of those services is governed by their own terms. We are not responsible for them, or for changes they make that affect how Yovi works with them.

7. Fees

You agree to pay the fees in your order or subscription plan, plus any applicable taxes. Unless your order says otherwise, fees are billed in advance and are non-refundable. If an invoice is overdue, we may suspend the Service after giving you notice.

8. Intellectual Property

We own the Service and everything we provide as part of it. You get the right to use it during your subscription under these terms, and nothing more. If you send us feedback, we may use it without any obligation to you.

9. Confidentiality

Each of us will keep the other's non-public information confidential and use it only for the purposes of this agreement. This doesn't apply to information that is already public, or that the law requires to be disclosed.

10. Suspension and Termination

Your subscription runs for the term in your order and renews unless you or we choose not to renew it.

Either of us may end this agreement if the other seriously breaks it and doesn't fix the problem within 30 days of being told about it.

We may suspend access straight away when it is needed to protect the Service, other customers or anyone else from harm. We will restore access once the issue is resolved.

When the agreement ends, your right to use the Service ends. You should then remove the Yovi apps and extensions from your devices.

11. Disclaimers

Yovi helps you understand and reduce risk. Every SaaS and desktop application is different, so Yovi makes no guarantee that it will detect every app, sign-in, connection or threat, or that your organisation is secure. Apart from the commitments in these terms, the Service is provided "as is". Where the law allows, we exclude all other warranties and conditions.

12. Liability

Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud, or for anything else the law doesn't allow to be limited.

Subject to that, neither of us is liable for:

• loss of profits, revenue, goodwill or data, whether direct or indirect
• any other indirect or consequential loss

Each party's total liability under this agreement is capped at the fees paid or payable by the Customer in the 12 months before the event that gave rise to the claim. This cap does not apply to your obligation to pay fees.

13. Changes to These Terms

We may update these terms. If a change is significant, we will tell you at least 30 days before it takes effect. If you don't accept the change, you may end your subscription before then.

14. General

Neither of us may transfer this agreement without the other's consent. The one exception is a transfer to a successor in a merger or sale of the business. Neither of us is liable for delays caused by events beyond our reasonable control. If part of these terms can't be enforced, the rest still applies. No one other than you and us has rights under these terms.

These terms, together with your order, are the whole agreement between us about the Service. They are governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

15. Contact

For questions about these terms, email info@yovi.ai.