Terms of Service

These Terms of Service (“Terms”) form a binding agreement between you and Tivali (“Tivali,” “we,” “us,” or “our”) and govern your access to and use of the Tivali learning management platform, including the website at www.tivali.net, any tenant subdomains, web applications, and related services (collectively, the “Service”).

By creating an account, subscribing to a plan, or otherwise accessing or using the Service, you agree to these Terms. If you are entering into these Terms on behalf of an organization, you represent that you have the authority to bind that organization, and “you” refers to that organization. If you do not agree to these Terms, you must not use the Service.

Tivali is a multi-tenant, software-as-a-service (SaaS) learning management system designed for corporate training and employee development. The Service enables organizations (“Customers”) to create and deliver courses and learning paths, run exams and assessments, issue certificates, manage learners across departments and teams, and track training progress and analytics.

We may update, improve, or modify the Service from time to time. We may add or remove features and will use commercially reasonable efforts to notify you of material changes that adversely affect your use of the Service.

To use most features of the Service, you must register for an account. Each Customer workspace is administered by one or more Super Admins who manage users and assign roles such as Learning Manager, Manager, Team Owner, Instructor, and Student. You are responsible for:

• Providing accurate, current, and complete information during registration and keeping it updated.
• Maintaining the confidentiality of your login credentials and any activity under your account.
• All actions taken by users within your workspace, and for ensuring those users comply with these Terms.
• Promptly notifying us at [email protected] of any unauthorized access or suspected security breach.

You must be at least 18 years old, or the age of legal majority in your jurisdiction, to create an account. The Service is intended for organizational and professional use and is not directed to children.

The Service is offered under subscription plans (such as Starter, Pro, and Enterprise), which differ in user limits, storage, and infrastructure. A live demo is available so you can evaluate the Service before purchasing. By subscribing to a paid plan, you agree to the following:

• Fees. You agree to pay all fees for your selected plan at the rates and billing cycle presented at the time of purchase. All fees are stated in U.S. dollars unless otherwise specified.
• Automatic renewal. Subscriptions renew automatically at the end of each billing cycle at the then-current rate, unless you cancel before the renewal date.
• Taxes. Fees are exclusive of taxes. You are responsible for any applicable sales, use, value-added, or similar taxes, except for taxes based on our net income.
• Plan changes. You may upgrade or downgrade your plan. Upgrades take effect immediately; downgrades take effect at the next billing cycle and may reduce available features or limits.
• Price changes.We may change our fees, and will provide at least 30 days’ notice before any change affecting your renewal.

Refunds and cancellations are governed by our Refund Policy.

“Customer Content” means all data, course materials, documents, media, learner records, and other content that you or your users upload to or create within the Service. As between you and Tivali, you retain all ownership rights in your Customer Content.

You grant Tivali a limited, non-exclusive, worldwide license to host, store, process, transmit, and display Customer Content solely as necessary to provide, secure, and improve the Service for you. You are solely responsible for the accuracy, quality, and legality of your Customer Content and for obtaining all rights and consents needed to use it within the Service.

You agree not to, and will not permit any user to:

• Use the Service for any unlawful, fraudulent, or infringing purpose.
• Upload or distribute malware, or content that is defamatory, obscene, or violates third-party rights.
• Attempt to gain unauthorized access to the Service, other Customers’ workspaces, or related systems, or breach or circumvent any security or authentication measures.
• Reverse engineer, decompile, or attempt to derive the source code of the Service, except as permitted by law.
• Resell, sublicense, or provide the Service to third parties outside your organization without our consent.
• Interfere with or disrupt the integrity or performance of the Service, including through excessive automated requests.

We reserve the right to investigate and take appropriate action, including suspending or terminating accounts, for violations of this section.

The Service, including its software, design, text, graphics, and trademarks (excluding Customer Content), is owned by Tivali or its licensors and is protected by intellectual property laws. We grant you a limited, non-exclusive, non-transferable right to access and use the Service during your subscription term, subject to these Terms. All rights not expressly granted are reserved.

The Service may integrate with or rely on third-party services (such as payment processors, cloud infrastructure, and email providers). Your use of those services may be subject to their own terms, and we are not responsible for the acts or omissions of third-party providers.

We implement reasonable administrative, technical, and organizational measures designed to protect Customer Content against unauthorized access, loss, or disclosure, including tenant isolation, encryption in transit, and role-based access controls. However, no method of transmission or storage is completely secure, and we cannot guarantee absolute security.

We strive to keep the Service available and reliable but do not guarantee uninterrupted access. The Service may be temporarily unavailable due to maintenance, updates, or factors beyond our reasonable control. We will use commercially reasonable efforts to schedule planned maintenance to minimize disruption.

You may cancel your subscription at any time through your account settings or by contacting us. We may suspend or terminate your access if you breach these Terms, fail to pay fees when due, or use the Service in a way that poses a risk to Tivali or other users.

Upon termination, your right to use the Service ceases. We will make Customer Content available for export for a limited period (typically 30 days) after termination, after which we may delete it in accordance with our data retention practices and the Privacy Policy.

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE ERROR-FREE, SECURE, OR UNINTERRUPTED.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, TIVALI AND ITS AFFILIATES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATING TO YOUR USE OF THE SERVICE. OUR TOTAL AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE AMOUNTS YOU PAID TO US FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

You agree to indemnify and hold harmless Tivali and its affiliates from any claims, damages, liabilities, and expenses (including reasonable legal fees) arising out of your Customer Content, your use of the Service, or your violation of these Terms or applicable law.

We may update these Terms from time to time. If we make material changes, we will notify you by posting the updated Terms on this page with a revised “Last updated” date and, where appropriate, by additional notice. Your continued use of the Service after the changes take effect constitutes acceptance of the updated Terms.

These Terms are governed by and construed in accordance with applicable law, without regard to conflict-of-law principles. Any disputes arising out of or relating to these Terms or the Service will be subject to the exclusive jurisdiction of the competent courts in our principal place of business, except where prohibited by mandatory local law.

If you have questions about these Terms, please contact us at [email protected].