Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you (the "Customer," "User," or "you") and Team iTek LLC ("Vivgram," "we," "us," or "our") governing your access to and use of the Vivgram animal facility management software platform, including our website, applications, and cloud-based services (collectively, the "Service").

By accessing or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you must not access or use the Service.

2. Service Description

Vivgram is a cloud-based Software as a Service (SaaS) platform designed for comprehensive animal facility management. Our Service provides:

• Animal care tracking and health monitoring
• Room and facility management
• Task scheduling and assignment
• Protocol-based workflow management
• Health reporting and analytics
• Compliance and audit trail management
• Multi-user collaboration tools
• Mobile and web-based access

3. Account Registration and Eligibility

3.1 Eligibility

You must be at least 18 years old and have the legal capacity to enter into binding contracts to use the Service. By creating an account, you represent and warrant that you meet these requirements.

3.2 Account Creation

To access the Service, you must create an account by providing accurate, complete, and current information, including:

• Full name and contact information
• Organization/facility name
• Valid email address
• Secure password
• Payment information (for paid subscriptions)

3.3 Account Security

You are responsible for:

• Maintaining the confidentiality of your account credentials
• All activities that occur under your account
• Notifying us immediately of any unauthorized access or security breach
• Ensuring your account information remains accurate and up to date

3.4 Account Suspension or Termination

We reserve the right to suspend or terminate your account if:

• You violate these Terms
• Your account shows suspicious or fraudulent activity
• You fail to pay subscription fees
• We are required to do so by law

4. Subscription Plans and Pricing

4.1 Subscription Tiers

Vivgram offers multiple subscription plans with varying features, user limits, and storage capacities. Current pricing and plan details are available upon request by contacting our sales team.

4.2 Payment Terms

• Billing Cycle: Subscriptions are billed monthly or annually in advance
• Payment Methods: We accept major credit cards, ACH transfers, and wire transfers
• Auto-Renewal: Subscriptions automatically renew unless cancelled before the renewal date
• Price Changes: We reserve the right to modify pricing with 30 days' advance notice

4.3 Free Trial

We may offer a free trial period for new customers. Trial limitations and duration will be specified at signup. No payment information is required for trial access. At the end of the trial, your account will be downgraded or suspended unless you subscribe to a paid plan.

4.4 Refund Policy

Subscription fees are non-refundable except as required by law or as expressly stated in a separate agreement. If you cancel your subscription, you will retain access until the end of your current billing period.

5. Acceptable Use Policy

5.1 Permitted Use

You may use the Service solely for:

• Managing animal care operations in research, educational, or veterinary facilities
• Tracking animal health, housing, and protocol compliance
• Collaborating with authorized team members within your organization
• Generating reports and analytics for internal facility management

5.2 Prohibited Activities

You agree NOT to:

• Violate any applicable laws, regulations, or third-party rights
• Use the Service for any unlawful or fraudulent purpose
• Reverse engineer, decompile, or attempt to extract source code
• Interfere with or disrupt the Service or servers
• Upload malware, viruses, or malicious code
• Attempt unauthorized access to other users' accounts or data
• Scrape, harvest, or collect user data without permission
• Resell, sublicense, or redistribute the Service
• Use the Service to spam or send unsolicited communications
• Remove, alter, or obscure any copyright or proprietary notices
• Create accounts through automated means (bots)
• Share your account credentials with unauthorized users

6. Data Ownership and Usage Rights

6.1 Your Data

You retain all rights, title, and interest in the data you upload to the Service ("Customer Data"), including:

• Animal records and health information
• Facility configurations and room layouts
• Task schedules and protocols
• User-generated content and reports

6.2 License to Vivgram

By uploading Customer Data, you grant us a limited, non-exclusive, worldwide license to:

• Store, process, and display your data to provide the Service
• Create backups and ensure data redundancy
• Generate aggregate, anonymized analytics (no individually identifiable data)
• Improve and enhance the Service

6.3 Data Security and Privacy

We implement industry-standard security measures to protect Customer Data, including:

• AES-256 encryption at rest
• TLS 1.3 encryption in transit
• Role-based access controls (RBAC)
• Regular security audits and penetration testing
• SOC 2 Type II compliance
• Multi-factor authentication (MFA)

For details on data handling, see our Privacy Policy.

6.4 Data Portability and Export

You may export your Customer Data at any time in standard formats (CSV, JSON, PDF). Upon account termination, you have 30 days to export your data before it is permanently deleted.

7. Service Availability and Support

7.1 Uptime Commitment

We strive to maintain 99.9% uptime for the Service, excluding scheduled maintenance. We do not guarantee uninterrupted access and are not liable for downtime caused by:

• Scheduled maintenance (with advance notice)
• Force majeure events (natural disasters, cyberattacks, etc.)
• Third-party service provider failures
• Internet connectivity issues beyond our control

7.2 Scheduled Maintenance

We will provide advance notice (typically 48 hours) for scheduled maintenance that may cause service interruptions. Emergency maintenance may be performed without notice.

7.3 Customer Support

Support availability varies by subscription tier:

• Email Support: Available to all paid subscribers (response within 24-48 hours)
• Priority Support: Available to Professional and Enterprise subscribers (response within 4-8 hours)
• Dedicated Account Manager: Available to Enterprise subscribers

8. Intellectual Property Rights

8.1 Vivgram Property

The Service, including all software, designs, graphics, user interfaces, trademarks, logos, and documentation, is owned by Vivgram and protected by copyright, trademark, and other intellectual property laws.

8.2 Limited License

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your internal business purposes during the subscription term.

8.3 Restrictions

You may not:

• Copy, modify, or create derivative works of the Service
• Reverse engineer or decompile any part of the platform
• Use Vivgram trademarks without written permission
• Frame, mirror, or republish any part of the Service

8.4 Feedback

If you provide suggestions, ideas, or feedback ("Feedback"), you grant us a perpetual, irrevocable, royalty-free license to use, implement, and commercialize such Feedback without compensation or attribution.

9. Third-Party Integrations

The Service may integrate with third-party applications, services, or APIs ("Third-Party Services"). Your use of Third-Party Services is governed by their respective terms and privacy policies. We are not responsible for:

• The availability or functionality of Third-Party Services
• Data shared with Third-Party Services
• Actions taken by Third-Party Service providers

10. Disclaimers and Limitation of Liability

10.1 "AS IS" Service

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

• Warranties of merchantability or fitness for a particular purpose
• Warranties that the Service will be error-free or uninterrupted
• Warranties regarding accuracy, reliability, or completeness of data

10.2 Not a Substitute for Professional Judgment

Vivgram is a management tool and should not replace professional veterinary care, medical judgment, or regulatory compliance expertise. Users are solely responsible for decisions made based on data within the Service.

10.3 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, VIVGRAM SHALL NOT BE LIABLE FOR:

• Indirect, incidental, consequential, or punitive damages
• Loss of profits, revenue, data, or business opportunities
• Animal injury or loss resulting from use of the Service
• Regulatory non-compliance or fines
• Damages exceeding the total fees paid in the 12 months prior to the claim

10.4 Jurisdictional Limitations

Some jurisdictions do not allow exclusions or limitations of liability. In such cases, our liability is limited to the fullest extent permitted by law.

11. Indemnification

You agree to indemnify, defend, and hold harmless Vivgram, Team iTek LLC, and our affiliates, officers, directors, employees, and agents from any claims, damages, losses, liabilities, or expenses (including attorney fees) arising from:

• Your violation of these Terms
• Your use or misuse of the Service
• Violation of any third-party rights
• Your Customer Data
• Regulatory non-compliance related to animal care

12. Termination

12.1 Termination by You

You may cancel your subscription at any time by:

• Accessing your account settings and selecting "Cancel Subscription"
• Contacting our support team at [email protected]

Cancellation takes effect at the end of your current billing period. No partial refunds are provided for unused time.

12.2 Termination by Vivgram

We may terminate or suspend your account immediately if:

• You breach these Terms
• Payment is not received within 10 days of the due date
• We suspect fraudulent activity
• Required by law or court order

12.3 Effect of Termination

Upon termination:

• Your access to the Service will be immediately revoked
• You will have 30 days to export your Customer Data
• After 30 days, all Customer Data will be permanently deleted
• You remain liable for any unpaid fees

13. Modifications to Terms

We reserve the right to modify these Terms at any time. If we make material changes, we will:

• Notify you via email at least 30 days before changes take effect
• Post the updated Terms on our website with a new "Last Updated" date
• Provide an in-app notification

Your continued use of the Service after changes take effect constitutes acceptance of the updated Terms. If you do not agree to the changes, you must cancel your subscription.

14. Governing Law and Dispute Resolution

14.1 Governing Law

These Terms are governed by and construed in accordance with the laws of the State of Texas, United States, without regard to conflict of law principles.

14.2 Jurisdiction

Any legal action or proceeding arising under these Terms shall be brought exclusively in the state or federal courts located in Collin County, Texas. You consent to the personal jurisdiction of such courts.

14.3 Dispute Resolution

Before filing a lawsuit, you agree to attempt to resolve disputes through good-faith negotiation. If resolution cannot be reached within 60 days, either party may pursue legal action.

14.4 Arbitration (Optional)

By mutual agreement, disputes may be resolved through binding arbitration under the rules of the American Arbitration Association (AAA).

15. General Provisions

15.1 Entire Agreement

These Terms, together with our Privacy Policy and any additional agreements, constitute the entire agreement between you and Vivgram regarding the Service.

15.2 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

15.3 Waiver

Our failure to enforce any provision of these Terms does not constitute a waiver of that provision or our right to enforce it in the future.

15.4 Assignment

You may not assign or transfer these Terms without our written consent. We may assign these Terms to an affiliate or successor without your consent.

15.5 Force Majeure

We are not liable for failure to perform due to circumstances beyond our reasonable control, including natural disasters, war, terrorism, pandemics, or government actions.

15.6 Export Compliance

You agree to comply with all applicable export and import laws, including U.S. Export Administration Regulations.

15.7 Language

These Terms are written in English. Any translations are provided for convenience only. In case of conflict, the English version prevails.

16. Contact Information