TERMS AND CONDITIONS

Terms & Conditions l  Acceptable Use Policy l  Privacy Policy  l 

Effective date – 17th October 2024

PLEASE READ THESE TERMS CAREFULLY, THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, INCLUDING, WITHOUT LIMITATION, TERMS AND CONDITIONS RELATED TO WARRANTY DISCLAIMERS, LIMITATION OF LIABILITY, LIMITATIONS ON PERIODS FOR ASSERTING ANY CLAIMS, INDEMNIFICATION, SUBSCRIPTION TO AND PURCHASE OF PRODUCTS, AND GOVERNING LAW.

General

We offer a service (“the Service”) which allows you and individuals authorised by you to participate (“Participants”) in an interactive meeting or event (“Session”) created by you using our apps and software. We offer a range of different account plans for delivery of the Service, with different pricing arrangements and benefits, all of which, including the current price lists, are set out at our website at https://www.vevox.com (the “Site”).

“We” “us” or “our” when used in these terms refers to AUGA TECHNOLOGIES LIMITED (company number 05885409) whose registered office is at Ashcombe Court, Woolsack Way, Godalming, England, GU7 1LQ unless you are located in the United States of America and began contracting with us on or after 10^th June 2024, when “we”, “us” or “our” will refer to AUGA TECHNOLOGIES INC. whose registered office is at 251 Little Falls Drive, Wilmington, DE 19808, United States and “you” or “your” refers to anyone who enters into a subscription for the Service whether by placing an order via the Site or agreeing in writing with us to acquire the Service. All orders for the Service whether placed through the Site or agreed in writing with us will incorporate these terms.

The terms on which you can subscribe to the Service are set out below. They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing. Please note that these terms apply only to businesses. If you are not representing a business, you are not entitled to subscribe for the Service. Anyone who does agree to these terms will be treated as doing so in the course of a business.

The date at the top of these terms is the date of the current version. The version applying to any order for a paid account placed by you either through the Site or agreed in writing is the version current at the date you placed or renewed the order. 

When you sign up for a free account through the Site you accept these terms by signing up and creating an account; and the period of these terms will commence on that date. The free account does not expire if you are using it; however, unverified or unused free accounts may be cancelled after 3 months. We reserve the right to change the features available and connotations of the free account at any time. You will receive notice of any such changes on our Site. In the case of changes to the terms for free account users, you will receive a notification inside the Vevox dashboard.

Please note that the Privacy Policy set out at [https://www.vevox.com/terms-conditions#Privacy Policy] sets out what we do with your data and how the Site uses cookies and should be read in conjunction with these terms. You will receive notice of updates to the Privacy Policy via a notification in the Vevox dashboard.  

Specific Terms

1. Type of Account

1.1 You will be asked to specify which type of account you are subscribing for at the time when you sign up for that account, either by placing an order through the Site or by entering into a written agreement with us, and your account will be subject to the limits, benefits and specific terms applicable to that type of account, which are outlined below as well as being set out in more detail at the Site.

1.2 If you choose a free account, there will be no charges for this account, but you will be subject to the following restrictions:

• 1.2.1 The functionality available to you on a free account is restricted. You can only invite a maximum number of Participants (as confirmed on the Site and which may be updated from time to time) to any Session organised by you through that account. 
• 1.2.2 From time to time we may at our sole option, by way of an automatic upgrade, provide temporary access to additional functionality of a paid account. No charges for access to the additional functionality will be made during the period of automatic upgrade.
• 1.2.3 You may only operate one free account at any one time and may not operate a free account and a free educational account simultaneously.

1.3 If you choose a free educational account, there will be no charges for this type of account but you will be subject to the following restrictions:

• 1.3.1 Free educational accounts are only available where we determine in our sole discretion that you are a genuine educational institution.
• 1.3.2 The functionality available to you on a free educational account is restricted. Furthermore, you can only invite a maximum number of participants (as confirmed on the Site and which may be updated from time to time) to any Session organised by you through that account.
• 1.3.3 From time to time we may at our sole option, by way of an automatic upgrade, provide temporary access to additional functionality of a paid account. No charges for access to the additional functionality will be made during the period of automatic upgrade.

1.4 Creating multiple free accounts or misrepresenting yourself as an educational institution to obtain a free education account is a serious breach of these terms, entitling us to terminate our agreement with you for the use of the Service and also to charge you for the fees which you should have paid for the additional account(s) which you obtained, backdated to the date you obtained those accounts.

1.5 You will have the option to upgrade from a free account or a free education account to a paid account at any time, either by placing an order through the Site or by notifying us in writing and paying the fees for the type of paid account which you wish to upgrade to. From time to time we may, by notice on our Site, by direct email or automatic upgrade, notified later, in our sole discretion offer to our clients who have free accounts a fixed term temporary upgrade to a paid account, such upgrade to run for the period of the offer only (“Offer Period”), which will normally extend for no more than three months. The eligibility criteria for each fixed term temporary upgrade will be confirmed in the respective notice or email (as applicable).

• 1.5.1 Any subscriber taking advantage of the upgrade part way through the Offer Period will be entitled to the benefit of the upgrade for the balance of the Offer Period only, and in no circumstances will the free upgrade be extended.
• 1.5.2  In no circumstances will compensation be offered to any person who is eligible to take advantage of the offer of a free upgrade but who fails to accept the offer or, having accepted the offer, fails to make use of the additional functionality supported by the paid account.

 1.6 Types of paid account which are currently on offer are:

• 1.6.1 Starter plan
• 1.6.2 Presenter plan
• 1.6.3 Pro plan
• 1.6.4 One-time plan
• 1.6.5 Enterprise account plan
• 1.6.6 Institutional account plan

1.7 Details of the different functionality attributable to each type of account plan can be found at [www.vevox.com/pricing], which may be updated from time to time. 

1.8 It is your sole responsibility to select the appropriate type of account for your business, and we are not responsible if the Service in general or any particular account type selected by you is not suitable for your business requirements.

2. User subscriptions

2.1 Subject to your paying any fees due, and subject to you complying with these terms, we authorise you to use the Service in accordance with these Terms and Conditions and with the account type chosen by you for the Subscription Term (as defined in clause 13.1) and to authorise individual users to participate in Sessions, up to the number of participants applicable to your chosen account type.

2.2 The rights granted by these terms are personal to you, and you do not have the right to sub-licence them to another business, or access the Service on behalf of any other business, or transfer the rights granted to another business, even to another company within your group, except as authorised by us when you are acting as a Vevox Partner. Where you offer subscriptions to third party customers of yours, you shall procure and ensure that the customers agree to these subscription terms and not add to or purport to vary these terms. This clause sets out the basis on which you can authorise individual users to access the Service during Sessions set out by you.

2.3 On signing up for an account, we will supply you with a dashboard application accessible via a URL link (the “Vevox Dashboard”) which will allow you to access the Service, create Sessions and authorise Participants to take part in Sessions. You agree that:

• 2.3.1 You will only authorise specific individuals to have access to the Vevox Dashboard who require such access for the purposes of your business (“Authorised Users”), and will procure and ensure that Authorised Users comply with these terms and our requirements with regard to security in exercising such access, including with respect to maintaining any password and logon information securely, not sharing password or logon information with any third party and changing passwords with the frequency recommended by Vevox;
• 2.3.2 You shall procure and ensure that your Authorised Users access Sessions only via our app (the “Vevox App”), which we make available from the Site via a browser or through the apps available within Microsoft Teams or Cisco Webex and that they comply with the terms and conditions set out here:  [https://www.vevox.com/terms-conditions#AcceptableUsePolicy] (“Acceptable Use Policy”) as a condition of accessing the Service; and
• 2.3.3 You shall be responsible and liable for your Authorised Users use of the Vevox App, Vevox Dashboard, and/or our Service. 

2.4 The Acceptable Use Policy applicable to you and to all persons authorised by you to access the Service via your account requires you not to access, store or use any material via the Vevox App or your use of the Services which:

• (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
• (b) facilitates illegal activity;
• (c) depicts sexually explicit images;
• (d) promotes unlawful violence;
• (e) is in breach of law including within limitation laws on harassment, stalking or protection of personal data;
•  (f) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
•  (g)  is otherwise illegal or causes damage or injury to any person or property;

and we reserve the right, without liability or prejudice to any other rights we have arising out of the above, to disable your, any Authorised User and/or any Participants access to any material that breaches the provisions of this clause.

2.5 Except as expressly permitted by these terms, or as allowed by any law which cannot be excluded by agreement between you and us, you shall not and shall procure that any Authorised User and/or Participant shall not:

• 2.5.1 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any part of our software, our documentation or any other material in which we own intellectual property rights in any form or media or by any means; or
• 2.5.2 attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-readable form all or any part of our software; or
• 2.5.3 access all or any part of the Service (including any relevant documentation) in order to build a product or service which competes with our Service; or
• 2.5.4 resell the Service otherwise than as part of value-added service provision by you to your end-user customers; or
• 2.5.5 license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Service and/or any documentation available to any third party except your Authorised Users or as authorised by us if you become a Vevox Partner or reseller, or
• 2.5.6 attempt to obtain, or assist third parties in obtaining, access to the Service and/or our documentation, other than as provided under this clause 2; and

2.6 You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Service and/or our documentation and, if any such unauthorised access or use occurs, or if you become aware of any security breach involving the Vevox Dashboard or Vevox App, you will inform us immediately.

3. Service Availability 

3.1 During the Subscription Term (as defined in clause 13.1) applicable to your specific account, we agree to provide the Service to you as set out below.

3.2 We shall use commercially reasonable endeavours to make the Service available 24 hours a day, seven days a week, except for scheduled maintenance performed outside Normal Business Hours, provided that we have used reasonable endeavours to give you at least 6 Normal Business Hours’ notice in advance. “Normal Business Hours” are 8.00 am to 6.00 pm local UK time, each Business Day and a “Business Day” is a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business. For the avoidance of doubt, we will not carry out scheduled maintenance between the hours of 8.00 am to 6.00 pm on a public holiday in England.

4. Client Data

4.1 Client Data means all data (e.g. documents, text and pictures) including personal data, submitted by you (and any Participants in their interaction with Sessions), electronically in the use of the Service.

4.2 We offer the Service on the basis that Client Data is inputted by you or by persons authorised by you for the purposes of Sessions, and you have full control over the upload, deletion, sharing and other processing of that data. As a result of the nature of the Service, our participation in processing Client Data is limited to our hosting Sessions initiated by you using our software and apps, any instructions inputted by persons authorised by you into our software and apps, and, where you have purchased such additional services, the archiving and backup of Client Data. We confirm that we will not process Client Data otherwise than as set out in these terms or as required by law. If we are required to carry out processing of Client Data as a matter of law, we will (except where legally forbidden to do so) inform you of that in advance of such processing. If you require assistance in complying with your own obligations under Data Protection Law (as defined below in our Privacy Policy), particularly in relation to Articles 28 and 32-36 of the GDPR, we will supply our reasonable assistance in doing so.

4.3 You shall own all right, title and interest in and to all of the Client Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Client Data. You represent and warrant that you have all necessary rights and permissions to provide us with the Client Data. 

4.4 We shall follow our archiving procedures for Client Data where archiving or backups are offered as part of the Service. In the event of any loss or damage to Client Data where we are offering archiving or backups, your sole and exclusive remedy shall be for us to use reasonable commercial endeavours to restore the lost or damaged Client Data from the latest backup of such Client Data maintained by us in accordance with the archiving procedure described in the relevant documentation. We shall not be responsible for any loss, destruction, alteration or disclosure of Client Data caused by any third party (except those third parties sub-contracted by us to perform services related to Client Data maintenance and back-up).

4.5 We shall, in providing the Service, comply with our Privacy Policy relating to the privacy and security of the Client Data available at [www.vevox.com/terms-conditions#Privacy Policy] or such other website address as may be notified to you from time to time, as such document may be amended from time to time by us in our sole discretion.

4.6 If we process any personal data on your behalf when performing our obligations under this agreement, both you and us agree that we intend that you shall be the data controller and we shall be a data processor of such personal data. As such:

• 4.6.1 We will obtain an appropriate commitment of confidentiality from anyone we authorise to process Client Data;
• 4.6.2 You acknowledge and agree that you are responsible for determining where the Client Data is uploaded and for complying with local and any relevant international data protection laws in respect of using the Service in that location;
• 4.6.3 You shall make sure you are entitled to transfer any relevant Client Data to us, in a way which allows us to lawfully use, process and transfer the Client Data on your behalf in accordance with these terms;
• 4.6.4 You shall ensure that any third parties whose personal data is to be processed have been informed of, and have given their consent (where legally required) to, such use, processing, and transfer of their personal data as required by all applicable Data Protection Laws;
• 4.6.5 We will process the Client Data only in accordance with these terms and any lawful instructions reasonably given by you from time to time; 
• 4.6.6. Both you and we shall take appropriate technical and organisational measures designed to protect against unauthorised or unlawful processing of the Client Data or its accidental loss, destruction or damage, having regard to the state of technological development and the cost of implementing any measures; and
• 4.6.7 To the extent required by Data Protection Laws, we will notify you via email within 48 hours after becoming aware of a data breach that directly impacts you. 

4.7 Subject to Clause 13.3.2 below, on termination of this agreement for any reason, we will destroy or otherwise dispose of all of the Client Data promptly.

5. Third party providers

5.1 You agree that we shall provide the Service using third party hosting service providers and that the Client Data will be hosted using such third-party hosting service providers' facilities. To the extent required by Data Protection Laws, we will contract with such third-party hosting service providers on terms which afford you equivalent protection to clause 4 above and this clause 5 to the extent it is possible to do so and which in any event complies with the requirements of Article 28(3) UK GDPR and to the extent required by Data Protection Laws, we will, pursuant to Article 28 (4) be and remain fully liable to you for any failure on the part of the third-party hosting service provider to fulfil its obligations pursuant to Article 28(3). Save as aforementioned, and to the extent permitted by available law, although we will use reasonable endeavours to enforce our contract with such third-party hosting service provider, we will not be liable for any other acts or omissions of them. 

5.2 To the extent required by Data Protection Laws, we will notify you of any intended changes concerning the addition or replacement of sub-processors, thereby giving you the opportunity to object to such changes.

5.3 You acknowledge that the Service may enable or assist you to access third-party websites and that you do so solely at your own risk. We make no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by you with any such third party. Any contract entered into and any transaction completed via any third-party website is between you and the relevant third party, and not us. We recommend you refer to any third party's website terms and conditions and privacy policy prior to using the relevant third-party website. We do not endorse or approve any third party website nor the content of any of the third-party website made available via the Service.

6. Your obligations:

6.1 You agree to provide us with:

• 6.1.1 all necessary co-operation in relation to this agreement; and all necessary access to such information as may be required by us in order to provide the Service, including but not limited to Client Data, security access information and configuration services;

 6.2 You agree to:

• 6.2.1 comply with all applicable laws and regulations with respect to your activities under this agreement;
• 6.2.2 carry out all your responsibilities as set out in this agreement in a timely and efficient manner. If you delay in the provision of such agreed assistance, we may adjust any agreed timetable or delivery schedule as reasonably necessary;
• 6.2.3 ensure that the maximum number of Participants in relation to each Session shall not exceed the relevant maximum number permitted by your subscription or notified by us to you via the Vevox Dashboard;
• 6.2.4 ensure that the Authorised User uses the Service and the documentation in accordance with these terms, and be responsible for the Authorised User’s breach of this agreement;
• 6.2.5 ensure that the Participants comply with the Acceptable Use Policy;
• 6.2.6 obtain and maintain all necessary licences, consents, and permissions necessary for us and anyone acting on our behalf to perform their obligations under this agreement, including without limitation the Service;
• 6.2.7 ensure that your network and systems comply with the relevant specifications provided by us from time to time; and
• 6.2.8 be solely responsible for procuring and maintaining your network connections and telecommunications links from your systems to our data centres, and agree that we are not liable for any or all problems, conditions, delays, delivery failures and or any other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet.

7. Your Account

7.1 Upon acceptance of your order, you will be invited to register for a Vevox user account which will enable you and your Authorised Users to access the Service through the Vevox Dashboard and manage your account. You will treat this service access and account information as confidential and shall not disclose it to any third party.

7.2 We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion, you or anyone for whom you are legally responsible has failed to comply with any of these terms or if we reasonably suspect that a fraud is being perpetrated against us or any third party.

8. Our Obligations and Warranty Disclaimers

8.1 We undertake and warrant that the Service will be performed in accordance with the documentation published online in all material respects and with reasonable skill and care.

8.2 The undertaking and warranty at clause 8.1 shall not apply if you use the Service contrary to our instructions, or modification or alteration of the Service by anyone other than us or our supplier or supplier’s duly authorised contractors or agents. If the Service does not conform to the provisions of clause 8.1, we will, at our expense, use reasonable commercial endeavours to correct any such non-conformance promptly. Such correction or substitution constitutes your sole and exclusive remedy for any breach of  the undertaking and warranty set out in clause 8.1.

8.3 Warranty Disclaimer: Notwithstanding the above and to the extent permitted by law, OUR SERVICE (INCLUDING THE VEVOX APP AND DASHBOARD) ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS, WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY AND NONINFRINGEMENT. WE DO NOT WARRANT THAT ANY PART OF THE SERVICES WILL OPERATE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL OR CAN BE CORRECTED, OR THAT THE SERVICE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICE IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. ANY RELIANCE ON THE CONTENT WITHIN THE SERVICE IS AT YOUR OWN RISK. WE ARE NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR ANY OTHER LOSS OR DAMAGE RESULTING FROM THE TRANSFER OF DATA OVER COMMUNICATIONS NETWORKS AND FACILITIES, INCLUDING THE INTERNET, AND YOU ACKNOWLEDGE THAT THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. 

8.4 This agreement shall not prevent us from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.

8.5 We warrant that we have and will maintain all necessary licences, consents, and permissions necessary for the performance of our obligations under this agreement.

9. Charges for Services

9.1 We will charge you for any paid-for subscriptions in accordance with the service fee schedule which applied at the time you placed any order (the “Subscription Fees”). There shall be no charges for the free account or the free education account.

9.2 You shall at the time of placing your order (in the case of a paid account) or at the time of any upgrade to a paid account, either

• 9.2.1 Provide to us valid, up-to-date and complete credit or debit card details; or
• 9.2.2 Provide approved purchase order information acceptable to us, including relevant valid, up-to-date and complete contact and billing details; and
• 9.2.3 If you provide credit card or debit card details to us, you are taken to authorise us to bill such credit or debit card for the Subscription Fees as set out in clause 9.3 below

9.3 Where paying by credit or debit card, the Subscription Fees will be due on the date we accept your order (the “Effective Date”) or on the agreed payment dates if the Subscription Fees are to be payable in instalments) for the initial period of 12 months starting with the Effective Date, and on each anniversary of the Effective Date (or the agreed payment dates if the Subscription Fees are to be payable in instalments) the Subscription Fees payable in respect of the next period of 12 months or other agreed period and we will be entitled to charge these sums to the applicable credit or debit card;

9.4 Where you have provided us with agreed purchase order information under clause 9.2.2 above, we shall invoice you for the Subscription Fees on the Effective Date (or the agreed payment dates if the Subscription Fees are to be payable in instalments) for the Subscription Fees payable in respect of that initial period of 12 months starting with the Effective Date; and shall invoice you at least 30 days prior to each anniversary of the Effective Date (or the agreed payment dates if the Subscription Fees are to be payable in instalments) for the Subscription Fees payable in respect of the next period; and you shall pay each invoice within 30 days after the date of such invoice.

9.5 If we have not received payment within 30 days after the due date, and without prejudice to any other rights and remedies we may have:

• 9.5.1 We may, without liability to you, disable your password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
• 9.5.2 interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current base lending rate of our bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

9.6 All amounts and fees stated or referred to in these terms:

• 9.6.1 Are non-cancellable and non-refundable; and
• 9.6.2 are exclusive of any form of sales tax, which shall be added to our invoice(s) at the appropriate rate.

9.7 We shall be entitled to increase the Subscription Fees at the start of each Renewal Period (as defined in clause 13.1) upon 45 days’ prior notice to you. In the event you object to the increase then you may terminate the renewal with no less than 30 days’ notice in writing ending on the end of the current period. 

10. Intellectual Property Rights

10.1 You acknowledge and agree that we and/or our licensors own all intellectual property rights in the Service and the software and documentation needed to deliver the Service or otherwise provided or made available to you by us.

10.2 Except as expressly stated in this agreement, this agreement does not grant you any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Service or the software and documentation used to deliver the Service.

10.3 We agree that we have all the rights in relation to the Service and the documentation and software used to deliver that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.

11. Confidentiality

11.1 Each party may be given access to Confidential Information (as defined in this clause) from the other party in order to perform its obligations under this agreement. “Confidential Information” shall include all information relating to a party’s confidential information including all trade secrets or other information marked as confidential or which is by its nature confidential including software, designs, drawings, specifications and financial and marketing information. A party’s Confidential Information shall not be deemed to include information that:

• 11.1.1 is independently developed by the receiving party, which independent development can be shown by written evidence;
• 11.1.2 is lawfully disclosed to the receiving party by a third party without restriction on disclosure; 
• 11.1.3 was in the other party’s lawful possession before the disclosure; or
• 11.1.4 is or becomes publicly known other than through anything the person receiving it does or fails to do.

11.2 Subject to clause 11.4, each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the use or management of the Service.

11.3 Each party shall take commercially reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of these terms.

11.4 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 11.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.

11.5 We shall not be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.

11.6 You acknowledge that details of the Service, and the results of any performance tests of the Service, constitute our Confidential Information.

11.7 We acknowledge that the Client Data is your Confidential Information.

11.8 No party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

11.9 The above provisions of this clause 11 shall survive termination of this agreement, however arising.

12. Indemnity 

12.1 You shall indemnify, defend, and hold our officers, representatives, directors, employees, consultants, third party suppliers, and agents harmless from and   against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by us arising out of or in connection with:

12.1.1 your breach or negligent performance or non-performance of this agreement;

12.1.2 any breach of this agreement by any Authorised User; 

12.1.3 any breach by a Participant of the Acceptable Use Policy;  

12.1.4 your breach of applicable law, including your infringement of any intellectual property or other right of ours or any other person or entity; and

12.1.5 any claim made against us by a third party arising out of or in connection with the provision of the Services, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of this agreement by you, its employees, agents or subcontractors.

12.2 We shall defend you and your officers, directors and employees against any third party claim that the Service infringes any United Kingdom patent effective as of the Effective Date, or any United Kingdom copyright, trade mark, database right or right of confidentiality, and shall indemnify you for any amounts awarded against you in judgment or settlement of such infringement claims, provided that:

• 12.2.1 We are given prompt notice of any such claim;
• 12.2.2 You provide us with reasonable co-operation in the defence and settlement of such claim, at our expense; 
• 12.2.3 You do not make any admission, or otherwise attempt to compromise or settle the claim and provide reasonable co-operation to us in the defence and settlement of such claim, at our expense; and 
• 12.2.4 We are given sole authority to defend or settle the claim.

12.3 In the defence or settlement of any claim, we may at our sole option procure the right for you to continue using the Service, replace or modify the Service so that it becomes non-infringing or, if such remedies are not reasonably available, terminate this agreement on 2 Business Days’ notice without any additional liability or obligation to pay liquidated damages or other additional costs to you.

12.4 In no event shall we or our employees, agents and/or sub-contractors be liable to you if and to the extent that the alleged infringement is based on:

• 12.4.1 a modification of the Service by anyone other than us; or
• 12.4.2 your use of the Service is in breach of our instructions, including in breach of the Acceptable Use Policy (as defined in clause 2.3 above) by you, an Authorised User and/or any Participant; or
• 12.4.3 your continued use of the Service after notice of the alleged or actual infringement from us or any appropriate authority.

12.5 The above state your sole and exclusive rights and remedies, and our (including our employees’, agents’ and/or sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
 
13. Termination

13.1 Each subscription you order on these terms will commence on the Effective Date and shall continue for an initial period of 12 months (“Initial Term”) and afterwards shall be automatically renewed for successive periods of 12 months (each a "Renewal Period"), unless otherwise terminated in accordance with the provisions of these terms; and the Initial Term together with any subsequent Renewal Periods shall constitute the "Subscription Term".

13.2 Either party may terminate this agreement

• 13.2.1 by no less than 30 days notice, expiring on the last day of the Initial Term or of any Renewal Period.
• 13.2.2 If the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;
• 13.2.3 If the other party commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
• 13.2.4 If the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;
• 13.2.5 For a range of reasons related to the solvency of the other party, including:
• (a) If the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
• (b) If the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;
• (c) If a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent reconstruction of that other party;
• (d) If a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party; or
• (e) If any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in this clause 13.2.5.

 13.3 On termination of this agreement for any reason:

• 13.3.1 You shall have no further right to use the Service and shall immediately cease all use of the Services and/or the documentation;
• 13.3.2 We may destroy or otherwise dispose of any of the Client Data in our possession unless no later than ten Business Days after the effective date of the termination of this agreement, we receive a written request for the delivery to you of the then most recent back-up of the Client Data. We shall use reasonable commercial endeavours to deliver the back-up to you within 30 days of receipt of such a written request, provided that you have, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). You shall pay all reasonable expenses incurred by us in returning or disposing of Client Data; and
• 13.3.3 any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.

14. Liability

14.1 Except as expressly and specifically provided in this agreement you assume sole responsibility for results obtained from the use of the Service by you, and for conclusions drawn from such use. We shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to us by you in connection with the Service, or any actions taken by us at your direction.

14.2 Nothing in this agreement excludes or limits either party’s liability:

• 14.2.1 for death or personal injury caused by that party's negligence; 
• 14.2.2 for fraud or fraudulent misrepresentation; or
• 14.2.3 for any other liability that may not be excluded or limited as a matter of law.

14.3 Subject to clause 14.2:

• 14.3.1 SUBJECT TO CLAUSE 12.1 NEITHER PARTY SHALL BE LIABLE, WHETHER IN TORT (INCLUDING FOR NEGLIGENCE OR BREACH OF STATUTORY DUTY), CONTRACT, MISREPRESENTATION, RESTITUTION OR OTHERWISE FOR ANY LOSS OF PROFITS, LOSS OF BUSINESS, DEPLETION OF GOODWILL AND/OR SIMILAR LOSSES OR LOSS OR CORRUPTION OF DATA OR INFORMATION, OR PURE ECONOMIC LOSS, OR FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL LOSS, COSTS, DAMAGES, CHARGES OR EXPENSES HOWEVER ARISING UNDER THIS AGREEMENT EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES;
• 14.3.2 OUR TOTAL AGGREGATE LIABILITY IN CONTRACT (INCLUDING IN RESPECT OF THE INDEMNITY AT CLAUSE 12.2), TORT (INCLUDING NEGLIGENCE OR BREACH OF STATUTORY DUTY), MISREPRESENTATION, RESTITUTION OR OTHERWISE, ARISING IN CONNECTION WITH THE PERFORMANCE OR CONTEMPLATED PERFORMANCE OF THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID BY YOU IN THE 12 MONTH PERIOD PRECEDING THE EVENT WHICH GIVES RISE TO A CLAIM. DURING THE FIRST 12 MONTHS OF THIS AGREEMENT THE CAP ON LIABILITY SHALL BE LIMITED TO THE AMOUNT PAYABLE BY YOU FOR THE FIRST 12 MONTHS;
• YOU AGREE TO PROMPTLY NOTIFY US IN WRITING IF YOU BELIEVE YOU HAVE ANY CLAIM AGAINST US, AND, IN ANY EVENT, YOU AGREE THAT IN THE UNITED STATES ANY CLAIM NOT BROUGHT WITHIN ONE YEAR AFTER IT ARISES (OR SUCH SHORTER PERIOD UNDER APPLICABLE STATUTES OF LIMITATION) SHALL BE WAIVED AND RELEASED; AND
• SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES OR WARRANTIES. ACCORDINGLY, SOME OF THE EXCLUSIONS AND LIMITATIONS ABOVE MAY NOT APPLY.

15. Force majeure

15.1 We shall have no liability to you under this agreement if we are prevented from or delayed in performing our obligations under this agreement, or from carrying on our business, by acts, events, omissions or accidents beyond our reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving our workforce or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that you are notified of such an event and its expected duration.

16. Conflict

16.1 If there is an inconsistency between any of the provisions in the main body of this agreement and the Schedules, the provisions in the main body of this agreement shall prevail.

17. Variation

17.1 No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

18. Waiver

18.1 No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

19. Rights and remedies

19.1 Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law

20. Severance

20.1 If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

20.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

21. Entire agreement

21.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

21.2 Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. You acknowledge that these Terms and Conditions are a valid and binding agreement.

22. Assignment

22.1 You shall not, without our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.

22.2 We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.

23. No partnership or agency

23.1 Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

24. Third party rights

24.1 This agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

25. Notices

25.1 Any notice required to be given under this agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this agreement, or such other address as may have been notified by that party for such purposes or sent by email to the other party’s email supplied for the purpose.

25.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first Business Day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by email shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender).

26. Dispute Resolution Procedure

26.1 If a dispute arises out of or in connection with this agreement or the performance, validity or enforceability of it (“Dispute”), then, except as expressly provided in this agreement, the parties shall follow the procedure set out in this clause:

(a)       either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (“Dispute Notice”), together with relevant supporting documents. On service of the Dispute Notice, the contract manager (or equivalent) of each party shall attempt in good faith to resolve the Dispute;

(b)       if the contract manager (or equivalent) of each party are for any reason unable to resolve the Dispute within 10 Business Days of service of the Dispute Notice, the Dispute shall be referred to the managing director (or equivalent) of each party who shall attempt in good faith to resolve it; 

(c)       if the managing director (or equivalent) of each party are for any reason unable to resolve the Dispute within 10 Business Days of it being referred to them, the parties agree to enter into mediation in good faith to settle the Dispute in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties within 5 Business Days of service of the Dispute Notice, the mediator will be nominated by CEDR. To initiate the mediation, a party must give notice in writing (“ADR notice”) to the other party to the Dispute, referring the dispute to mediation. A copy of the ADR notice should be sent to CEDR; and 

(d) unless otherwise agreed between the parties, the mediation will start not later than 20 Business Days after the date of the ADR notice.

26.2 The commencement of mediation shall not prevent the parties commencing or continuing court proceedings.

27. Governing law

27.1 This agreement is governed by the laws of the state or jurisdiction identified in the table below, which is based on the applicable Auga entity you are contracting with and without regard to conflict of law principles. To the extent that any lawsuit or court proceeding is permitted hereunder, we and you agree to submit to the exclusive jurisdiction of the courts located in and for the “Exclusive Jurisdiction” identified in the table below, for the purpose of litigating all such disputes (including non-contractual disputes or claims). 

28. Contact

To ask questions or comment about these terms, we may be contacted at: info@augatechnologies.com

Acceptable Use Policy 

Effective Date – 10 June 2024

This Acceptable Use Policy (together with our Privacy Policy) will apply to your use of the Vevox Software Application (“Vevox”) when you are invited to take part in interactive events (“Sessions”).   Vevox is available through the website https://vevox.app/ (the “Site”) or through the apps available within Microsoft Teams or Cisco Webex. 

Vevox is made available to our client companies (the “Clients”) who conduct Sessions. You are invited to attend such Sessions by the Client. The Client will provide you with an access code to enable you to attend a Session. If you are participating in a Session, you may have been directed to use the App as part of that programme. The Client may impose additional terms on your participation in Sessions, and these additional terms are between you and the Client and are not terms to which we are party. This includes the basis on which the Client may ask you to share your personal data via Vevox, as further described below.

If you cease to participate in a Session and do not wish to continue use of Vevox, it is your obligation to discontinue your use. 

Privacy

1.1 Vevox is intended to facilitate Sessions and create an interactive forum whereby live polls and voting, the submission of questions and feedback and messaging can be used.

1.2 Your responses to live polls and voting, the submission of questions and feedback and messaging, and any other information you provide via Vevox, may include personal information about you. The Client may collect, analyse and process that personal information in accordance with its own terms and conditions and privacy policies. You should read any such documents carefully and make sure that you understand these before participating in a Session. We are not responsible in any way for any collection, analysis and processing of your personal data by the Client.

1.3 As noted above, we will also process your personal data in accordance with our Privacy Policy.

Your use of Vevox

2.1 We hereby grant you a personal, non-exclusive, non-transferable, limited, right to use Vevox and to participate in a Session for your own limited, personal, and lawful use, provided always that such use is subject to, and in accordance with this Acceptable Use Policy.  Vevox and all content within it is made available to you on a limited licence basis, and all rights and title in and to Vevox and all content within it not expressly granted under this Acceptable Use Policy are expressly reserved to us and/or the applicable licensor.

2.2 Either of us may terminate the licence at any time immediately with or without notice and on such termination you must discontinue use of the App on your device by following the steps below:
(a) On the Site – by signing out of the session
 (b)  On Microsoft Teams or Cisco Webex – by signing out of the session 

2.3 Please note that any information that has previously been submitted by you via Vevox and sent to us up until the time you discontinued use of it may continue to be used by the Client.

2.4 You must not remove or alter any copyright and other proprietary notices contained within Vevox. Neither Vevox nor any part of or content within it may be distributed, reproduced, modified, transmitted, reused, re-posted or used for public or commercial purposes.

2.5 If you fail to comply with any term of the Acceptable Use Policy, we may (without prejudice to any other rights we may have) terminate immediately your access to Vevox.

2.6 You shall compensate and keep us fully protected against all claims, costs, damages, expenses (including legal fees) incurred by us arising out of and/or in connection with (i) any breach by you of the Acceptable Use Policy, including any use of Vevox other than in accordance with the Acceptable Use Policy; or (ii) your violation of applicable law. 

2.7 Please note that use of Vevox will require the use of a computer and/or portable device. You are advised to check that your device is compatible with our products and services and we shall not be liable for any failure arising in the App which arises from incompatibility.

Liability 
 
3.1 VEVOX AND ALL CONTENT, FUNCTIONALITY AND FEATURES WITHIN IT ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND EITHER EXPRESSED OR IMPLIED TO THE GREATEST EXTENT PERMITTED BY LAW.

3.2 EXCEPT FOR ANY LIABILITY FOR PERSONAL INJURY OR DEATH CAUSED BY OUR NEGLIGENCE, WE SHALL NOT BE LIABLE FOR ANY DAMAGES, LOSS OR INJURY ARISING IN CONNECTION WITH THE ACCEPTABLE USE POLICY AND/OR YOUR USE OF, OR THE INABILITY TO USE, VEVOX, OR ANY FUNCTIONALITY OF VEVOX, HOWSOEVER CAUSED AND WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE. YOU AGREE TO PROMPTLY NOTIFY US IN WRITING IF YOU BELIEVE YOU HAVE ANY CLAIM AGAINST US, AND, IN ANY EVENT, YOU AGREE THAT IN THE UNITED STATES ANY CLAIM NOT BROUGHT WITHIN ONE YEAR AFTER IT ARISES (OR SUCH SHORTER PERIOD UNDER APPLICABLE STATUTES OF LIMITATION) SHALL BE WAIVED AND RELEASED. SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES OR WARRANTIES. ACCORDINGLY, SOME OF THE EXCLUSIONS AND LIMITATIONS ABOVE MAY NOT APPLY.
 
3.3 While we use reasonable efforts to ensure that Vevox is free from viruses and other malicious content, neither we nor any other party involved in producing or delivering Vevox assumes any responsibility, nor shall be liable for any damage to, or viruses that may infect, your computer equipment or other property on account of your access to, use of, Vevox or your downloading of any materials, data, text, images, video or audio from Vevox. Except where required by applicable law, we shall not be liable to any person for any loss or damage they suffer as a result of viruses or other malicious or harmful content that they access from or via Vevox.
 
3.4 When Vevox is used, in order to operate, it requires an internet connection (Wi-Fi, mobile data or other). You are advised to check charges and terms with your communications service provider if using Vevox in circumstances where roaming or data charges may apply. We do not receive any commission or other payment or rewards from communications with service providers in respect of the use of Vevox on devices connected to their network. We are not liable for any data or other charges incurred as a result of your use of Vevox.

Information arising from your use of Vevox

4.1 Any information, data, reports, and analysis which are created following your use of the App (“Data”) shall vest in and be owned by the Client. The Client is the Data Controller of such information for the purposes of Data Protection Laws (as defined in our Privacy Policy), as applicable. 
 4.2 We do not retain any data about your usage of Vevox other than as set out in our Privacy Policy.
 4.3 We acknowledge that we are processing your data on behalf of the Client. We will comply with applicable Data Protection Laws in respect of our obligations as the data processor.
 4.4 We do not audit the usage of the App and we are not under any obligation to use, collect or analyse any Data relating to you and we cannot be liable for any use of your Data by the Client.

Acceptable Use

5.1 In your use of Vevox, you agree to:
5.1.1 Not circumvent or attempt to circumvent any security protection on the Site or relating to Vevox.
 5.1.2 Keep your passwords and any material you use to access Vevox or any limited part of the Site confidential.
 5.1.3 Be accurate and not misleading.
 5.1.4 Not breach, in any way, the Data Protection Requirements or any other applicable local, national or international law or regulations.
 5.1.5 Without limitation to the previous point, you will not use Vevox to process any other person’s personal data unless you have their express consent to do so.
 5.1.6 Without prejudice to the foregoing not be discriminatory (whether on the grounds of race, sex, sexuality, disability, marital or family status or on any other protected status grounds) or in our reasonable opinion do anything which might constitute biased or hate speech.
 5.1.7 Not be defamatory.
 5.1.8 Not, in our reasonable opinion, be offensive, harassing or abusive.
 5.1.9 Not use Vevox in ways which are unlawful or fraudulent, or have any unlawful or fraudulent purpose or effect.
 5.1.10 Not use Vevox in ways which are for the purpose of harming or attempting to harm minors in any way.
 5.1.11 Not upload anything to the Site which contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware or otherwise tamper with our systems.
 5.1.12 Inform us as soon as reasonably practicable if you become aware that you are or may be in breach of any of the above points and comply with our reasonable directions with respect to remedying the situation. 
5.1.13 Not use any robot, spider, data miner, script, or other automated, semi-automated, or similar means (whether technological or human) to extract or gather data from Vevox, or otherwise collect, gather, extract, scrape, or obtain any data or content from Vevox for any commercial purpose other than obtaining products and services from us or your own personal, non-commercial use. 
5.1.14 Not modify, reproduce, or resell any part of Vevox’s content or data (excluding your data), or otherwise commercially exploit any of the Vevox’s content or data. 
5.1.15 Not probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measure. 
5.1.16 Not upload, post, email or otherwise transmit any data or content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party. 
5.1.17 Not use Vevox or any of its content in any manner other than the manner in which it is intended to be used, or in any way that interferes with its normal operations or with any other user’s use and enjoyment of Vevox, unless you first obtain our express written consent.

Changes

We reserve the right to make changes to  this Acceptable Use Policy, or to the functionality, features or content of Vevox at any time. The current version of the Acceptable Use Policy is available on our Site. 

Contracting Party 

If the Client is based in the United States of America and began contracting with us on or after 10^th June 2024, Vevox is made available by Auga Technologies Inc., with registered address at 251 Little Falls Drive, Wilmington, DE 19808, United States.  In all other circumstances Vevox is made available by Auga Technologies Limited, with its registered address at  Ashcombe Court, Woolsack Way, Godalming, GU7 1LQ, United Kingdom (“us” “we” or “our” for short).

Privacy Policy 

Our approach to privacy

Effective Date: 10 June 2024

Who we are 

Auga Technologies Ltd  and Auga Technologies Inc. (and product, Vevox) are referred to in this Privacy Policy as “Vevox” or “we”.   Vevox is a real-time audience engagement and interaction platform designed to facilitate communication and feedback in various settings such as meetings, classes, and events. 

Our products and services are used to collect and analyze information to help Clients better understand their customers, employees, students and more. Some of this information can be personal data. The information is as important to us as it is to you, and we take very seriously our responsibility to safeguard it and use it fairly and responsibly. 

When you use our app, which we make available from the Site via a browser or through the apps available within Microsoft Teams or Cisco Webex, or use one of our services, products or provide us with personal information in a survey or questionnaire, you will be asked to indicate that you have read and agreed to this Privacy Policy. Your use of our Site is also subject to this Privacy Policy. In giving your assent to the terms of this Privacy Policy, you agree to: 

• The collection and use of your personal information by Auga Technologies Ltd and the third parties described in this Privacy Policy; 
• The disclosure of your personal information to the third parties described in this Privacy Policy; 
• The transfer of your personal information to countries around the world, including outside the European Economic area, where such transfer is permitted by and in strict accordance with applicable data protection legislation; and
• Any additional terms within this Privacy Policy. 

If you do not want your personal information to be used in this way, then please do not use our products, services, or Site.  

You acknowledge that given the products and services are mobile technology-based we have no knowledge or control of the location in which our users choose to access those products and services and as a result this privacy policy applies only to our use and processing of your data once it is uploaded by you to our systems.  
 
This Privacy Policy sets out who we are, what information we might collect, and what we do with that information. It also explains what your rights are dependent on the jurisdiction in which you live. This Privacy Policy informs you how we use, store, protect and disclose your personally identifiable information (PII) when it is in our hands. 

For the purposes of this policy: Data Protection Law means:

• To the extent the UK GDPR ( as defined in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018) applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data; or 
• To the extent the EU GDPR (General Data Protection Regulation ((EU) 2016/679) applies, the law of the European Union or any member state of the European Union to which the party is subject, which relates to the protection of personal data; or

and any other applicable similar or analogous legislation in any country anywhere in the world where Auga exports, transfers or locates End User Data  pursuant to this privacy policy and, where used herein, the terms “data controller”, “data processor”, “data subject”, “processing”, “personal data” and “sensitive personal data” shall have the meanings attributed to those terms in the Data Protection Law. 

Legal matters, to the extent required by Data Protection Law, we endeavour to ensure that our providers are compliant with Data Protection Law and utilize commercially reasonable measures to ensure that our employees follow our policies set out to protect our users data. We also follow legally required guidance around Data Protection Law compliance and other regulatory bodies, as regulations change we will adjust our plans to ensure our users data is protected accordingly.

This Privacy Policy also incorporates our Cookie Policy. Our Site uses a cookie consent solution which is powered by our trusted service partner One Trust Limited.

“Cookie” is used as a blanket term for all cookies, tags, trackers, pixels, beacons and other similar technology whether placed by ourselves or by third parties, which may be stored on your browser or the hard drive of your computer and which contain information that is transferred to your computer’s hard drive. Our approach, using our cookie consent solution is to; 

• IDENTIFY the cookies which are present on the Site
• CLASSIFY them as strictly necessary, functional, performance and targeting cookies
• ALLOW YOU to accept or manage your cookie preferences by means of our online tool.

With the exception of strictly necessary cookies, which do not store any personally identifiable information and which are essential to the operation of the whole or specific parts of the Site, our solution allows you to select and manage your cookie preferences, and to prevent cookies from deploying until you have actively consented to their use. If you wish to change your cookie preferences at any time, please click on the cookie banner displayed on the homepage on www.vevox.com.

IMPORTANT NOTICE

Because our business involves collecting and analyzing personal information at the request of our clients (“Clients”), we in general only collect and process your information in accordance with their instructions, and we act as data processors for our Clients. We are required to comply with our Clients’ directions as to how they want us to use your information and the terms of any assurances they have given you about privacy, subject always to applicable laws. We may share your personal information with our Clients who have asked us to collect and process it. They have their own Privacy Policies that apply to your information once it is passed to them and they should provide you with a copy of their Privacy Policy. The ownership of such data vests in the Client who are the data controllers in respect of your data, and the persons to whom you should direct any requests to exercise your rights listed below under  Data Protection Law. 

The limited circumstances in which we act as data controller in relation to your data are where we interact with you through our website at www.vevox.com (the “Site”) for example where you submit information to us via contact forms on the Site or interact with our chatbot and support system. We set out below how we handle your data in relation to the Site and our policy with respect to cookies on the Site. Your submission of personal information represents your agreement to our processing such data (including transferring it to third parties) for the purposes and on the basis set out below.

In respect of your personal data which we hold as data controller, depending on the jurisdiction in which you live you may have the following rights:

• To find out what data we hold about you;
• To correct inaccurate data held by us;
• To data portability;
• To object to automated data processing; and
• To erasure of data which is no longer needed.

Some of the above rights only apply in restricted circumstances but if you wish to exercise any of these rights, please contact us on privacy@augatechnologies.com. If you have a complaint about our handling of your data, please also contact us on the above email address, but if you are dissatisfied with our handling of the complaint, depending on the jurisdiction in which you live, you may have the right to complain to the Information Commissioner’s Office (www.ico.org.uk) where you should also be able to find more details about the rights of data subjects.

Where Vevox gets your personal information 

We collect your personal information from a range of sources: 

• When you visit our Site; 
• When you use one of our apps; 
• When you respond to one of our online or email surveys or questionnaires; or 
• When you use one of our products or services. 

Because our business revolves around helping our Clients to reach and better understand their customer base, we may also receive information about you from those Clients to help them get in touch with you or analyze the information they already have about you. Please note that we are not responsible for the legal basis on which Clients process or use data which they supply to us.  

The personal information we collect

Our Site, apps and products collect and analyze a range of information. Depending on the particular app or Site you are using, this may include: 

• Information about the type of mobile device you own. 
• App Metadata, which means information about the way in which our app is used and how it functions on your mobile device (for example, which app screens you use most, how long it takes to transmit information to us, the volume of information, etc.). Metadata does not include any personal information about you. We collect metadata via Google Analytics in order to improve the usability and performance of our app. 
• Survey or other information, which means information contained in the responses given by you to survey or polling questions, or other information entered by you in the app, dashboard or on the website, or any other information you choose to provide using the app, dashboard or the website from time to time. 
• Information received from other sources including other websites we operate or the other services we provide (including our support function).
• Information entered into an onsite chatbot, for the purposes of obtaining guidance and information.

Disclosing information with third parties 

We do not disclose any information about you to any third party for marketing, advertising or promotional purposes, unless you have given us express consent to do so or unless otherwise described in this Privacy Policy.
 
 We may disclose your personal information with: 

• Our Clients who have asked us to collect it on their behalf. 
• Our partners, who provide us with IT and support services including hosting services  to help us manage and store information, and who may require such information for the performance of any contract we enter into with them. 
• Our group companies, who may provide related or ancillary services. 

We may also disclose your personal information in the following circumstances:

• If we believe that it is reasonably necessary to comply with a law, regulation or legal request. 
• If we sell, transfer or otherwise share some or all of our assets in connection with a merger, acquisition, reorganization or sale of assets, or in the event of bankruptcy. To the extent required by Data Protection Law, we will endeavour to provide you with notice prior to the transfer of your personal information to the new entity. 

Security 

The transmission of information via the internet is not completely secure. Although we endeavour to utilize commercially reasonable measures designed to protect your personal data, for example by providing data encryption. We cannot guarantee the security of your data transmitted to our Site or app. Any transmission is at your own risk. However, we take the privacy of your personal information very seriously and use a number of methods to try to keep your personal information secure from loss or unauthorized use or access when it is in our possession or control. These methods include reasonable physical, technical and organizational measures to restrict access to your personal information. For example, your personal information is encrypted when stored (using AES256) and when transmitted by using transport layer security (TLS1.2).
 
Where we have given you (or where you have chosen) a password which enables you to access certain parts of our Site and/or apps, you are responsible for keeping this password confidential. We ask you not to share your password with anyone. Where you are given access to our app by one of our Clients, the Client will have its own requirements with respect to your access to the app and may direct you with respect to password and logon information. We are not responsible for third party (including Client) security practices. 

Where required by applicable law, we will notify you of any loss of or unauthorized access to your personal information, and we will cooperate with the appropriate authorities to investigate such incidents. 

International transfers of information 

We are a global company with service providers and Clients operating in several countries around the world. We use “cloud-based” storage solutions, meaning that your personal information may be transferred and stored in locations outside of your state, province or country, where the privacy laws may not be as protective as those in your jurisdiction.

Data hosting arrangements for accounts taken out on or before 9^th June 2024:

Our primary hosting site is managed by Amazon Web Services (“AWS”). It is located in EU-West-1 region (Ireland). All data is stored within the EEA.

Upon Client request, our secondary hosting site can be utilised. It is managed by AWS. It is located in US-East region, North Virginia (USA). All data is stored within the USA.

Data hosting arrangements for new* accounts generated from 10^th June 2024:

If the Vevox account holder is located anywhere other than the United States of America, our hosting site (managed by AWS), is located in EU-West-1 region (Ireland). All data is stored within the EEA. 

If the Vevox account holder is located in the United States of America and began contracting with us on or after 10^th June 2024, our hosting site (managed by AWS), is located in US-East region, North Virginia (USA). All data is stored within the USA.

*Please note, only new accounts on or after 10^th June 2024 will be affected by the new data hosting arrangements. All existing accounts that were taken out on or before 9^th June 2024 will continue to operate under their existing hosting arrangements.

Where we are the data controller of data gathered through our Site, chatbot or support functions, that data may be processed outside the UK or EEA by our authorised processors, but the transfer to such processors will only be made on one of the legal bases set out below under “Transfer of personal data to third countries (outside the EEA)” and otherwise in accordance with this policy.
 
 Our Clients may operate outside the EEA and may use our platform to process your personal information by them in those locations. If this is the case their policies should state this fact and they are legally liable to comply with applicable local data protection law in such locations.
 
Transfer of personal data to third countries (outside the EEA)
 
 In accordance with certain Data Protection Laws a transfer of personal data to a third country may take place on a number of specified legal bases and should not take place unless one of those bases applies. To the extent required by Data Protection Law, we take care to ensure that all our transfers are carried out on an appropriate legal basis and keep those bases under review.
 
 The applicable bases include:

• Where the European Commission has decided that the third country in question ensures an adequate level of protection for personal data.
• Where a specific bilateral arrangement is in force which applies to the recipient in a particular third country.
• Where a data transfer agreement is in place with the recipient in a format approved from time to time by the UK Government or the European Commission as the case may be.

We use subcontractors (sub-processors) to deliver the best service possible to Clients and to users of the Site. We do not sell rights to personal data to sub-processors, and we use commercially reasonable efforts to ensure that transfers of personal data to third countries are carried out on the basis of one of the applicable bases to the extent required by Data Protection Laws and, where we ourselves are acting as processors to our Clients, in accordance with the data processing requirements of our agreement with our Clients.

We take commercially reasonable steps to try to ensure that your personal information is kept secure regardless of its location, in compliance with applicable laws.

A list of our current sub-contractors can be obtained if you email us on privacy@augatechnologies.com. We reserve the right to add subcontractors if they comply with the requirements of this Privacy policy. 

Retention of your information 

When acting as a processor, we retain your personal information for as long as our Clients request us to do so. This may be the duration of a particular project, course or a campaign for which our Client has asked us to collect and process information about you. We audit the information we hold to ensure that it remains relevant to our current requirements and those of our Clients.
 
 We maintain a permanent record of anonymized application usage. This data is used to produce aggregated consumer insights, and cannot be used to identify individuals.
 
 Information which we hold as data controllers which we have obtained through our Site is held on the basis of our legitimate interest and we keep data held by us under review in accordance with our data retention policies and practices.

Minors 

Vevox is committed to protecting our users privacy, especially young children. We do not knowingly collect data or personal information on persons under 16 years of age, except in compliance with Data Protection Law. If our Clients collect data on children under the age of 16 years of age they must obtain express consent from the children’s parents or legal guardian prior to use of our services.   

Marketing

Dependent on the jurisdiction in which you live, you may have the right to ask us not to process your personal data for marketing purposes. As such, We will only use your data for marketing purposes where you have checked relevant boxes on the forms we use to collect your data, where appropriate, or you can also exercise the right (including the right of access to information we hold on you as controller described below) at any time by contacting us at privacy@augatechnologies.com.  

We will always give you a right to unsubscribe if sending you direct marketing messages where you have agreed to receive these.

If exercising your rights under this section, please include the words “subject data request” in the email to us.

Access to information 

Dependent on the jurisdiction in which you live, Data Protection Laws may give you the right to access all information we have about you where you have provided data to us directly in the circumstances where we act as data controller. Where we hold data as the processor of that data, we will help our Clients to service any data access request made by you to them or to us, but we will not respond directly in this case. If you want to review any data we might have of yours which you provided via a Client, please contact the company that gave you access to our services.  
 
 Dependent on the jurisdiction in which you live, you also have the right of erasure, meaning you can request data we hold on you to be deleted. To do this please reach out to the company that gave you access to our services and they can make an official request to remove any data you have requested we remove.  

Compliance and Updates

Technologies, privacy laws and our way of doing business change from time to time, and so do your rights and expectations. To make sure we are up to speed, we make updates to this Privacy Policy from time to time. When we make those changes we will always publish the updated versions on our website at https://www.vevox.com.  
 
We work with regulatory authorities to ensure that we are up to the standards set out. Your feedback is important to us and if you feel that we can improve please contact us at privacy@augatechnologies.com.  
 
This Privacy Policy is effective as of the date set out above. 

Contact us 

If you have any questions, comments or concerns about this Privacy Policy, or our approach to privacy generally, or wish to exercise one of your data subject rights in respect of the data we hold as controller, you can email us at  privacy@augatechnologies.com  or write to us:
 
 Vevox
 Unit 10a, Oakhanger Business Park, Oakhanger Road, Hampshire, GU35 9JA

Get in touch

Fulfilling our privacy and data security commitments is important to us, and we welcome your feedback. If you are a client or a user of one of our services we are happy to answer any questions you might have. If you have any comments, questions or concerns please email us at privacy@augatechnologies.com.