Terms of Use

Client Terms of Service

These Client Terms of Service govern and describe your rights as a Social Wiiv Client to access and use the Social Wiiv Platform pursuant to a Subscription entered into between you and Social Wiiv. These Client Terms of Service also set forth Social Wiiv’s responsibilities in providing access and use of the Platform pursuant to a Subscription. These Client Terms of Service, together with the terms contained in your Subscription Order with Social Wiiv form a binding agreement between you and Social Wiiv. Additionally, the Social Wiiv User Terms of Service and Acceptable Use Policy are incorporated into these Client Terms of Service and applicable to you and your Authorized Users. If you, as a Client, have entered into a separate written Platform Subscription Agreement with Social Wiiv, the provisions of that agreement will supersede and control over any inconsistent or conflicting provisions of these Client Terms of Service. As used herein, “we”, “our” and “us” refers to Social Wiiv, and “you” and “your” refers to a Client and its Authorized Users. We and you are also sometimes referred to as a “party” or the “parties”.

THIS SOFTWARE AS A SERVICE AGREEMENT (“AGREEMENT”) SETS FORTH THE TERMS AND CONDITIONS UNDER WHICH SOCIAL WIIV, PTY LTD. (“SOCIAL WIIV,” “COMPANY,” OR “WE”), GRANTS TO YOU (“YOU” OR “CLIENT”) THE RIGHT TO USE THE SOCIAL WIIV CLOUD-BASED PRODUCTS AND SERVICES ORDERED AND PAID FOR BY YOU (THE “SERVICE”). BY SIGNING AN ORDER FORM, ACCESSING, RECEIVING, AND/OR USING THE SERVICE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IN NO EVENT MAY YOU ACCESS, RECEIVE OR OTHERWISE USE ANY SOCIAL WIIV PRODUCT OR SERVICE WITHOUT AGREEING TO THESE TERMS (OR ANOTHER AGREEMENT AGREED TO IN WRITING BY SOCIAL WIIV).

The following definitions apply to your Subscription:

  1. Definitions.

The following defined terms (and any additional defined terms herein) shall apply to this Agreement.

“Authorized Users” means employees and contractors of Client who have been (i) specified to Social Wiiv, (ii) assigned a unique username/password to access and use the Platform, and (iii) authorized by Client to access and use the Platform.

“Client Data” means any data and information that: (i) is input by any Authorized User into the Platform; (ii) results from an Authorized User’s use of the Platform; and/or (iii) is derived from any of the foregoing, including, without limitation, all lists or other records containing any such information, even if such information is aggregated or anonymized. 

“Client Support” means the Social Wiiv success and support assistance provided to Client as summarized at on Schedule 2 below

“Confidential Information” means any information concerning the business, business plans, business model, financial affairs, current or future concepts, products or technology, trade secrets, Clients, employees, IP, or any other information of a party which such party discloses to the other party in connection with or related to a Subscriiption, including (i) information designated as confidential or proprietary, (ii) information that would reasonably be viewed as confidential or proprietary; (iii) information that would reasonably be viewed as having value to a competitor of such party: or (iv) is otherwise treated as confidential or proprietary by such party whether or not designated as confidential or proprietary.

“Intellectual Property and Intellectual Property Rights (“IP”)” means any and all now known or hereafter known tangible and intangible (i) rights associated with works of authorship including, without limitation, copyrights, moral rights and mask-works; (ii) trademark and trade name rights and similar rights; (iii) trade secret rights; (d) patents, designs, algorithms and other similar rights; (iv) all other intellectual property rights of every kind and nature and however designated, whether arising by operation of law, contract, license or otherwise, including any software, ideas, concepts, know-how, development tools, techniques or any other proprietary material or information; and (iv) all registrations, initial applications, renewals, extensions, continuations, divisions or reissues thereof now or hereafter made, existing, or in force under the laws of any jurisdiction, and all other proprietary or intellectual property rights throughout the universe, including without limitation all applications and registrations (and all renewals and extensions) relating to any of the above.

“API” means application programming interface

“Sensitive Data” means (a) identity number, passport number, driver’s license number, birthdate, or similar identifier (or any portion thereof), (b) information regarding a person’s race, religious or political affiliation, trade union membership, or sexual life or sexual orientation; (c) genetic, biometric, health, or any Protected Health Information of any person as defined under the Protection of Personal Information Act 2013 and data protection for health research in South Africa, as amended, (d) personally identifiable or confidential information of Client’s Users (including any Sensitive Data of such Users); (e) any other information that requires safeguarding, handling or distribution controls under any applicable law or regulation.

“Service” means the cloud-based service(s) offered by Social Wiiv that are specifically ordered by and paid for by Client. A service must be specifically ordered by Client under an Order Form to be considered a “Service” covered under this Agreement.

“Service Term” means the time period, whether Initial Term or Renewal Term, during which Social Wiiv agrees to provide to Client, and Client is permitted to use, the Service as specified in an Order Form.

“Support Services” means other services ancillary to the SaaS subscription that are described and paid for via a mutually agreed Order Form.

“SaaS” means Software as a Service, this is a software licensing and delivery model in which software is licensed on a subscription basis and is centrally hosted.

“Territory” means the geographic region within which the Service may be used and where Users may be located, as specified in the Order Form. (If a Territory is not specified in the Order Form, then Territory shall be the South Africa.)

“Usage Limits” means the specific number and type of Users, licenses and license configurations specifically ordered and paid for by Client as set forth in the applicable Order Form.

“Users” means Client’s employees, agents, and contractors who have been authorized or enabled (including registered and pre-registered), directly or indirectly, by Client to use the Service in accordance with the Usage Limits.

“IP Rights” or “Intellectual Property Rights” means all intellectual property rights comprising or relating to patents; trademarks, tradenames, internet domain names, whether or not trademarks, registered by any authorized private registrar or governmental authority, web addresses, web pages, website and URLs; works of authorship, expressions, designs and design registrations, whether or not copyrightable, including copyrights and copyrightable works, software and firmware, data, data files, and databases and other specifications and documentation; trade secrets; and all industrial and other intellectual property rights, and all rights, interests and protections that are associated with, equivalent or similar to, or required for the exercise of, any of the foregoing, however arising, in each case whether registered or unregistered and including all registrations and applications for, and renewals or extensions of, such rights or forms of protection pursuant to the laws of any jurisdiction throughout in any part of the world.

“Platform” means the Social Wiiv collaboration and gamification platform described at Schedule 1 below.

“Service Level Agreement” means the service level performance standards for the Platform set forth at on Schedule 3 below.

“Subscription” means the right to access and use the Platform under the terms of this Agreement as granted by Social Wiiv.

“Subscription Order” or “SO” means a subscription order or similar document under which Client orders and subscribes for a specific level of use (including a specified number of Authorized Users) of the Platform under this Agreement, including the agreed pricing for the Subscription.

  1. Subscription.

Social Wiiv grants to Client a Subscription to access and use the Social Wiiv software as a service cloud-based platform and services. The Subscription granted to Client is non-exclusive, non-transferrable, non-assignable and non-sublicensable, and is otherwise subject to the terms of this Agreement. ordered and paid for by you.

  1. Term. 

The term of Subscription (the “Term”) shall be specified in the SO.

  1. Subscription Fees. 

(a). Fees. The amount of the Subscription fees (“Fees”) to be paid by Client shall be set forth in a SO. Unless otherwise specified in a SO, all Fees shall be due and payable two working days before the end of the month. The Fees are exclusive of VAT.

(b). Taxes. All value added taxes or similar related taxes in regard to the Fees (collectively “Sales Tax”) shall be paid by Client. Social Wiiv shall invoice Client with respect to such Sales Taxes. Social Wiiv and Client shall otherwise be responsible for all taxes directly assessable and related to their respective business income.

(C). Late Payment Charge. With regard to the delinquent payment of Fees or Sales Taxes, Social Wiiv may charge a late payment fee in the amount of one (1%) percent per month on the delinquent balance.

(D). Non-Disclosure/Use.  Social Wiiv and Client represent and warrant that they will not (i) disclose to third parties, or (ii) make any commercial or other use of the other party’s Confidential Information except as expressly agreed to and provided for under these Client Terms of Service. In the event that the Social Wiiv and Client have executed a separate mutual confidentiality and non-disclosure agreement, the provisions of that agreement shall continue to be binding.

  1. Social Wiiv Warranties and Obligations. 

Social Wiiv represents and warrants to Client that (i) it owns, or has the legal right to use under valid agreements, all Intellectual Property Rights in or related to the Platform, (ii) the Platform will function in accordance with its design and designed use, (iii) access to the Platform on a functional basis will be provided in accordance with the Service Level Agreement performance standards, and (iv) when used in accordance with its design, designed use and the provisions of this Agreement, the function of the Platform will be in compliance with all applicable laws.

Social Wiiv will use commercially reasonable efforts to maintain the security of the Service. Social Wiiv will take commercially reasonable precautions, including the use of industry standard virus protection software and other customary procedures, to screen any software used by it in implementing and operating the Service, platform and websites, and to avoid introducing, and it will not knowingly insert, or knowingly allow to be inserted, any Disabling Devices into any software or platforms used by it in providing the Service hereunder. For purposes of this Agreement, “Disabling Device” means any malware or other computer code (i) designed to disrupt, disable, harm, or otherwise impede in any manner the operation of any software program or code, or any computer system or network (commonly referred to as “malware”, “spyware”, “viruses” or “worms”); (ii) that would disable or impair the operation thereof or of any software, computer system or network in any way based on the elapsing of a period of time or the advancement to a particular date or other numeral (referred to as “time bombs”, “time locks”, or “drop dead” devices); or (iii) is designed to or could reasonably be used to permit any third party to access any computer system or network (referred to as “trojans”, “traps”, “access codes” or “trap door” devices).

Social Wiiv will provide Client the ability to obtain extracts of Client Data as available through API endpoints and report download functionalities within the platform.

  1. Client Warranties and Obligations.

Client represents and warrants that at all times, its use of the Platform and the use of the Platform by its Authorized Users will be in compliance with the terms of these Client Terms of Service and all applicable laws. Client further represents and warrants to Social Wiiv that neither Client nor its employees, agents, officers or Authorized Users will (i) use the Platform for any illegal, unauthorized, infringing or unethical purposes, (ii) reverse engineer, decompile, disassemble or access the software code within the Platform, or create or attempt to create any derivative works from the Platform, (iii) permit any third party to access or use the Platform unless such access or use, and all material terms related thereto, have been expressly approved in writing by Social Wiiv. 

  1. IP Ownership.

(a). Platform. The Platform is the exclusive IP of Social Wiiv. Social Wiiv exclusively owns (i) all right, title and interest in the Platform, including all updates, improvements, modifications, and enhancements to the Platform, (ii) all software used within the Platform, (iii) all functionality and services provided by and through the Platform and all applications related thereto, and (iv) all Intellectual Property Rights therein.

(b). Client Data and IP. Client exclusively owns its Client Data, Client IP and all Intellectual Property Rights therein. Social Wiiv agrees that it has no claim, right or interest in Client Data or Client IP. Social Wiiv may only access or use Client Data or IP in accordance with the terms of this Agreement and as necessary for Social Wiiv to perform its obligations under this Agreement.

  1. Social Wiiv Disclaimer. 

Except for Social Wiiv’s express representations and warranties set forth in these Client Terms of Service, THE PLATFORM AND ALL RELATED SERVICES ARE PROVIDED ‘AS IS’ WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TIMELINESS OF DATA TRANSMISSION, ACCURACY OF DATA OR DATA SETS, OR UPTIME AVAILABILITY. SOCIAL WIIV DOES NOT WARRANT THAT THE PLATFORM WILL BE FREE FROM ALL BUGS, ERRORS, OR OMISSIONS. SOCIAL WIIV SPECIFICALLY DISCLAIMS ANY WARRANTY AS TO THE ACCURACY OF ANY THIRD-PARTY DATA, AND CLIENT ACKNOWLEDGES THAT SUCH THIRD-PARTY DATA IS OUTSIDE OF SOCIAL WIIV CONTROL. SOCIAL WIIV DOES NOT WARRANT THAT THE PLATFORM WILL ACCOMPLISH ANY SPECIFIC OBJECTIVE OF CLIENT OR WILL OPERATE ERROR FREE. CLIENT ACKNOWLEDGES AND AGREES THAT IT HAS RELIED ON NO WARRANTIES OTHER THAN THE EXPRESS WARRANTIES OF THIS AGREEMENT. THIS DISCLAIMER AND EXCLUSION SHALL APPLY EVEN IF THE EXPRESS WARRANTIES SET FORTH ABOVE FAIL THEIR ESSENTIAL PURPOSE. CLIENT FURTHER AGREES THAT NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR OTHERWISE, IT WILL NOT HOLD SOCIAL WIIV LIABLE FOR ANY FAILURE OF THE PLATFORM OR PLATFORM SOFTWARE. CLIENT AGREES THAT IT WILL NOT HOLD SOCIAL WIIV LIABLE FOR ANY THIRD-PARTY INFORMATION EVEN IF SUCH INFORMATION IS DISPLAYED ON, THROUGH, OR IN CONNECTION WITH THE PLATFORM OR SOFTWARE. CLIENT AGREES THAT SOCIAL WIIV SHALL NOT BE RESPONSIBLE TO CLIENT FOR ANY DAMAGES CAUSED BY DATA PROVIDED BY THIRD PARTIES, DELAYS RESULTING FROM HARDWARE AND SYSTEMS OWNED AND CONTROLLED BY THIRD PARTIES (INCLUDING WITHOUT LIMITATION THE CLIENT’S OWN DATA TRANSMISSION SYSTEMS), DATA ENTRY ERRORS, USER ERRORS, OR ANY OTHER LIMITATIONS, ERRORS, OR DELAYS, THAT ARISE DURING THE TERM OF THIS AGREEMENT THAT ARE OUTSIDE OF THE DIRECT CONTROL OF SOCIAL WIIV.

  1. Limitation of Liability. 

TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY, OR TO ANY THIRD PARTY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, INDIRECT OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SUBSCRIPTION OF THE PLATFORM, EVEN IF A PARTY HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. CLIENT’S EXCLUSIVE REMEDY FOR BREACH BY SOCIAL WIIV OF ITS EXPRESS WARRANTIEES SHALL BE TO DISCONTINUE USE OF THE SERVICES AND TERMINATE THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, A PARTY’S LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AGGREGATE RAND AMOUNT PAID BY CLIENT TO SOCIAL WIIV IN THE TWELVE (12) MONTHS PRIOR TO THE CLAIMED BREACH OR DAMAGE (EXCEPT WITH RESPECT TO CLIENT’S PAYMENT OBLIGATIONS UNDER SECTION 4 OF THIS AGREEMENT WHICH SHALL NOT BE LIMITED BY THIS SECTION). MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION. TO THE EXTENT THAT APPLICABLE LAW LIMITS THE DISCLAIMER OR EXCLUSION OF IMPLIED WARRANTIES OR LIABILITY FOR INCIDENTAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, THE DISCLAIMERS, EXCLUSIONS AND LIMITATIONS ON LIABILITY SET FORTH HEREIN SHALL NEVERTHELESS APPLY TO THE MAXIMUM EXTENT ALLOWED UNDER ANY SUCH LAWS.

  1. Social Wiiv Indemnification. 

Social Wiiv shall defend or settle any claim, suit, or action against Client based on an allegation that the Platform infringes any third party’s patent or copyright. In defending or settling any such infringement claim, Social Wiiv may, at its sole option and expense (i) procure the right to continue offering the use of the Platform, (ii) modify the Platform so that it is non-infringing, (iii) procure a replacement product that has substantially the same functionality, or (iv) if none of the above options is reasonably available, terminate this Agreement and Client’s License of the Platform hereunder. Notwithstanding the foregoing, Social Wiiv’s indemnification obligation shall not apply unless Client delivers to Social Wiiv written notice of any claim or threat promptly after Client learns of such claim or threat and Social Wiiv is given the opportunity to exclusive right to respond to any such claim and to control the defense of any action related to such claim; provided, that Client shall have the right to participate in any such action with respect to any matters in such action having or potentially having a materially adverse impact on Client. Social Wiiv’s indemnification obligation shall not apply if the Platform has been altered in any way by Client, or improperly used by Client, and such infringement claim relates to or results from such alteration or improper use. The indemnification obligation set forth in this Section shall be Social Wiiv’s entire liability and Client’s exclusive remedy with respect to any such infringement claim.

  1. Mutual Indemnification.

Each party agrees to defend, indemnify and hold harmless the other party, its affiliates, employees, officers, agents, licensors and successors and assigns from all damages and liability including, without limitation, reasonable attorneys’ fees, incurred as a result of such party’s breach, non-performance or violation of its obligations under this Agreement. Each party’s obligation to indemnity under this provision shall survive termination of the Subscription.

  1. Insurance.

Company will maintain at its expense insurance with at least the following coverage: (i) Cyber Liability insurance with a minimum limit of at least R2,500,000.00; and (ii) Crisis Management and Notification Expenses with a minimum limit of at least R2,500,000.00; and (iii) Data Recovery and Business Interruption with a minimum total limit of R1,250,000.00; and (iv) Cyber Extortion and Digital Media Liability with a minimum limit of at least R2,500,000.00. Upon Client’s request, Company shall provide Client with certificates of insurance evidencing the Company’s insurance coverage.

  1. Suspension and Termination.

(a). Termination for Default/Notice. In the event that either party materially defaults in the performance of any of its duties or obligations under a Subscription (other than non-payment) and does not substantially cure such default, or commence a cure, within thirty (30) days after being given written notice specifying the default, the non-defaulting party may, by giving written notice thereof to the defaulting party, immediately terminate the Subscription.

(b). Suspension or Termination/Non-Payment. If Client fails to pay any properly invoiced Fees, and does not pay such Fees within ten (10) days following written notice, Social Wiiv may suspend Client’s access to and use of the Platform until it receives all amounts due, and may terminate the Subscription if the failure to pay is not rectified in full within thirty (30) days of the written notice. A termination by Social Wiiv for Client’s failure to make payment of Fees shall not relieve the Client from its obligation to pay the Fees for the Subscription during the remainder of the then current Term.

(c). Suspension or Termination/Misuse of the Platform. Social Wiiv may suspend or terminate this Agreement at any time upon written notice if Client or Client’s Authorized Users use or attempt to use the Platform in an unauthorized, illegal or infringing manner, of in violation of these Client Terms of Service. 

(d). Effect of Termination. Upon termination, (i) the Subscription, any rights granted to Client to access or use the Platform and Social Wiiv’s obligations under the Subscription shall terminate, (ii) within thirty (30) days of termination Client shall pay to Social Wiiv all outstanding Fees and amounts owned to Social Wiiv under the Subscription, (iii) each party will return to the other party all Confidential Information disclosed to such party, or at a party’s request, delete or destroy all of such Confidential Information in their possession, and (iv) Social Wiiv’s right to access or use Client Data or IP shall terminate except as required for Social Wiiv to complete any performance under the Subscription related to or required by the termination.

  1. General – Effective Date.

14.1 Notice. Any notice required or permitted to be given hereunder shall be in writing and be delivered by courier, hand delivery, mail or email, and will be deemed to have been delivered upon receipt. The addresses for such communication shall be as set forth in a SO, or such other addresses as may be given from time to time by either party to the other in writing.

14.2 Social Wiiv Status. Social Wiiv is a registered private company, (Registration Number: 2013/208360/07) operating and trading within South Africa.

14.3 Independent Contractors. Social Wiiv and Client are independent contractors. Nothing in this Agreement shall be deemed or construed to create a joint venture, partnership or agency relationship between the parties, or to grant to either party any authority to bind the other party.

14.4 Survival. The provisions and obligations under Sections 4, 5, 6, 7, 8, 9, 10, 11, 12, 13 and 14 of these Client Terms of Service shall survive any termination of this Agreement.

14.5 Our Agreement. These Client Terms of Service, together with the terms of a Client’s SO, constitute the entire agreement between Social Wiiv and Client with respect to the Subscription and subject matter hereof, and replace, amend and supersede any prior agreements between Social Wiiv and Client pertaining to the subject matter hereof.

14.6 Modification. As our business evolves, we may change or modify these Client Terms of Service. Reasonable notice of a material change or update to these Client Terms of Service will be provided by emailing the email address associated with your account, by messaging you through the Platform or by posting the update or change on our website. You can review the most current version of these Client Terms of Service Terms at any time by visiting this page on our website. Any material revisions to these Client Terms of Service will become effective on the date set forth in any notice, or on the date that we publish the change on our website. If you use the Platform after the effective date of any changes, modifications or updates, that use will constitute your acceptance of the modified and then applicable Client Terms of Service.

14.7 No License. A Subscription shall not be deemed to grant to Client any license or other right in or to the Platform or any Social Wiiv IP or Confidential Information. Client’s rights with respect to the Platform, and the access to and use of the Platform, are expressly limited to the Subscription and these Client Terms of Service.

14.8 Governing Law. The Subscription and these Client Terms of Service will be governed by the laws of the Republic of South Africa, and the Client consents to the jurisdiction of any High Court with jurisdiction for purposes of resolving any dispute in connection with the use of this Website and the Products or Services.

14.9 Waiver. The waiver of, or failure by, either party to exercise any right in any respect provided for herein under a given circumstance shall not be deemed a waiver of any such right in a future or different circumstance, or of any other right hereunder.

14.10 Severability. If any provision of these Client Terms of Service is determined to be invalid or unenforceable under any applicable law, such provision shall be deemed omitted, and the balance of these Client Terms of Service shall remain enforceable.

14.11 Force Majeure. Except for the payment of the Fees due by Client, if the performance of any part of a Subscription by a party is prevented, hindered, delayed or otherwise made impracticable by reason of any cause or event not within the reasonable control of such party and without its fault or negligence, including Internet system failures, acts of war, acts of terrorism, natural disasters, or other acts of God, such party shall be excused from such performance to the extent and during the period that it is prevented, hindered or delayed from performing by such causes. 

14.12 Assignment. Neither party may assign, or transfer its rights, duties or obligations under a Subscription to any other person or entity, in whole or in part, without the prior written consent of the other party. Notwithstanding the foregoing, upon written notice, either party may assign a Subscription and its rights, duties and obligations hereunder in connection with the merger of such party with or into another company, the acquisition of such party by another company, or a similar change of control transaction.

14.13 Interpretation/Disputes. In the event that the parties are unable to resolve any matter or dispute related to the interpretation, performance or breach of a Subscription within thirty (30) days of written notice from one party to the other party, such matter or dispute shall be resolved through arbitration with Judicial Arbitration and Mediation Services of South Africa, which arbitration proceeding may be commenced by either party. The foregoing provision shall not prevent or limit a party from seeking immediate judicial or injunctive relief in regard to an allegation that the other party has breached or failed to perform its obligations related to Confidential Information and Intellectual Property, including the wrongful use or disclosure thereof.

Schedule 1 

SOCIAL WIIV PLATFORM SUMMARY 

The following is a summary of the Social Wiiv Collaboration & Gamification Platform. 

The Social Wiiv Collaboration & Gamification Platform: Social Wiiv Clients are provided with access the Platform with full access to all the features and functionality of the subscription-based Addons requested to be activated within the Social Wiiv proprietary Collaboration & Gamification Platform. The Platform has two primary components referred to as (1) the administrative application and (2) the user tools. A summary of each of these components is set forth below. Social Wiiv updates, enhances and improves the Platform on an ongoing basis. All of the updates, enhancements and improvements to the Platform are made available to Social Wiiv Clients as they are developed and implemented. Administrative Application: The Social Wiiv Platform administrative application allows for the management of employees and other users, gathering and approving content, and tracking analytics. These include: 

  • User management: Clients can invite and manage any number of user types, organize them into teams, branches and choose the tools and permissions to which they have access. 
  • Content approval: Clients can create, schedule and target content to specified Platform Authorized Users. 
  • Analytics tracking: Clients can track and understand how many of Client’s users are engaged in the use of the Platform, the extent of their engagement, including content read, shares, clicks, engagements and much more. 
  • Web application: The web application allows a Client’s Authorized Users to interact with content that the Client makes available, earn points and credits for interacting and engaging with the content, and review a complete history of their own activity and points history. 
  • Mobile application: The Social Wiiv mobile application is available as an additional Addon service available in both iOS and Android. 

 

Schedule 2 

Social Wiiv Client Success and Support Summary 

In addition to the technical support provided by Social Wiiv to its Clients related to the Service Level Performance standards of the Platform under Schedule 3, the following summarizes the success and support assistance provided by Social Wiiv to its Clients. 

Platform On-Boarding and Support

Upon entering into a Subscription for the Social Wiiv Platform, Social Wiiv provides its Clients with all necessary assistance, including technical set-up, launch assistance, administrative training and user training. Social Wiiv provides its Clients with success and support assistance on an ongoing basis throughout the duration of the Client’s use of the Platform. A summary of Social Wiiv’s Client success and support is set forth below: 

Technical Setup 

  • Social Wiiv will establish a dedicated instance for the Client. These may include: dedicated URL, User & Article Tags, etc. 

Launch Assistance & On-boarding 

  • Service Launch: In order to allow Clients to begin meeting their objectives as soon as possible, Social Wiiv will work hand-in-hand with the Client to make sure the Client and its users get quickly up and running with the Social Wiiv Platform. The launch assistance includes helping identify advocates, assisting the Client in drafting the communication of the upcoming program launch, and establishing clear program goals. 
  • Bi-weekly Calls: Bi-weekly, open agenda calls with the Client will be scheduled to cover on-boarding items and any related items that need to be addressed, such as product, training, usage, performance, etc. 
  • Post On-Boarding: After the on-boarding and launch process is completed, the Client will have an assigned Social Wiiv account manager, reachable by both phone and email, to address ongoing assistance and support issues. 

 Training 

  • Admin Training: Administration training sessions (conducted virtually) will be scheduled with the Client at the beginning of the on-boarding process. Additional training sessions will be scheduled as needed. 
  • User Training: User training sessions for Client’s employees (conducted virtually) will be scheduled with the Client at the beginning of the on-boarding process. Additional training sessions will be scheduled as needed. 
  • Additional Training Sessions: Following the initial launch, additional Client employee groups are often brought on board the Platform that need to also be trained (content teams, PR, sales, etc.). When this happens Social Wiiv will schedule additional training sessions with the Client as needed to bring these additional employee groups fully on board with the use of the Platform. 

Ongoing Support

  • Direct Support: Clients are able to contact their dedicated Social Wiiv account manager directly at any time via email, phone, and the in-app chat function for follow up success and support assistance on all matters related to the functionality and use of the Social Wiiv Platform.

Schedule 3 

Social Wiiv Service Level Agreement 

This Service Level Agreement (“SLA”) is subject to the terms of the applicable Social Wiiv Software as a Service Terms and Conditions between Social Wiiv Pty Ltd, (“Social Wiiv”) and Client (“Agreement”). We reserve the right to change the terms of this SLA in accordance with the Agreement.

  1. Availability
    1. Definitions. The following definitions shall apply to this SLA. Capitalized terms, not otherwise defined herein, will have the meanings specified in the Agreement.“Downtime” means the time during which the Service Offering is unavailable (as measured from Social Wiiv’s production data center internet connection points), excluding Force Majeure Events, Scheduled Maintenance, and Scheduled Updates.“Force Majeure Events” means events beyond Social Wiiv’s reasonable control, which include, but are not limited to, acts of God, acts of government, flood, fire, earthquake, civil unrest, acts of terror, strikes or labor problems, computer, internet, or telecommunications failures, delays or network intrusions, or denial of service and any other degradations of the Service caused by third parties.“Service Availability” is a ratio calculated each month (based on 24-hour days for the number of days in the applicable month) that the Service is available to Client (excluding Downtime from Force Majeure Events, Scheduled Maintenance, or Scheduled Updates), as measured from Social Wiiv’s production data center internet connection points, as follows:“Service Availability” = ((total minutes in calendar month – total minutes of Downtime) / total minutes in calendar month) x 100.Scheduled Maintenance” means scheduled maintenance performed by Social Wiiv to keep the Service Offering operating optimally. Social Wiiv will provide Client with notice no less than seventy-two (72)-hours prior to the Scheduled Maintenance event.“Scheduled Update” means a scheduled deployment of program code introducing a new version, feature, or functionality of the Service. Social Wiiv will provide Client with notice no less than seventy-two (72)-hours prior to the Scheduled Update event.
    2. Service Availability. During the Service Term, Social Wiiv will provide the Service 24 hours per day, seven days per week, 365 days per year with a Service Availability of 99.9% (the “Availability Commitment”).
    3. SLA Credits. If, in any month, the Service Availability does not meet the Availability Commitment, then Social Wiiv shall provide, a credit (“SLA Credit”) in accordance with the table below. Each SLA Credit will be calculated by multiplying (i) the prorated monthly subscription Service (or license) fee charged for the affected month by (ii) the applicable SLA Credit percentage set forth in the table below.

SERVICE AVAILABILITY

SLA CREDIT PERCENTAGE

100% – 99.9%

0.0%

< 99.9% – 99.5%

2.0%

< 99.5% – 98%

5.0%

< 98%

10.0%

    1. SLA Credit Requests and Application. In order to receive an SLA Credit, Client must make a request for SLA Credit by filing a support request via email (at support@socialwiiv.com) within thirty (30) days of the last calendar day of the month in which Service Availability was less than the Availability Commitment. Social Wiiv will review the request and if Social Wiiv confirms the Downtime, then the Credit will be applied within thirty (30) days of Social Wiiv’s receipt of Client’s Credit request. SLA Credits are exclusive of any applicable taxes.Any Credits issued pursuant to this SLA will be applied towards the invoice for the month following the calendar day on which Social Wiiv receives Client’s SLA Credit request. SLA Credits will only be applied toward the Service subscription fee for the applicable instance of the Service impacted by the Downtime and cannot be used to offset any fees incurred by Client for professional services, implementation, consulting, training, or other products or services. In the event that Client is entitled to an SLA Credit after termination of the Agreement, Social Wiiv will issue Client a refund in the amount of the Credit within thirty (30) days of the termination effective date.
    2. SLA Credit Limitations. Client is not eligible for any SLA Credits if: (i) Client is delinquent in its payment obligations; (ii) Client exceeds the maximum community or other usage limits allowed under the Agreement; or (iii) the Downtime attributable to Client’s acts or omissions (or by the acts or omissions of Client’s representatives or users) or use of the Service in breach of the Agreement. The SLA Credits and the termination rights specified above are Client’s sole and exclusive remedies for any Downtime occurring during the Service Term.
  1. Support IssueS Production Severity Levels – Response and Escalation
    1. In the event of a support issue, Client shall first reasonably self-diagnose the support issue and suggest to Social Wiiv an appropriate Severity LeveI designation. Social Wiiv shall validate Client’s Severity Level designation, or notify Client of a proposed change in the Severity Level designation to a higher or lower level with explanation for the proposal.
    2. Response Time as described below is the period from the time the Production ticket was logged in the support ticket with Social Wiiv until Social Wiiv responds to Client and/or escalation within Social Wiiv, if appropriate. Because of the widely varying nature of issues, it is not possible to provide specific resolution commitments.
    3. Severity level – P1:
      • Definition: CRITICAL/URGENT: The Incident stops most of the business or multiple clients. The issue is occurring in a production environment. The Incident impacts many users across multiple hubs or programs and can cause user disruption or data collection problems. There is no workaround for the issue.
      • Response Commitment: Social Wiiv will respond within one (1) hour of receipt of case
      • Resolution: Social Wiiv will work to resolve the problem until the Service is returned to normal operation. Client will be notified of status changes.
      • Escalation: If the problem has not been resolved within one (1) hour, Social Wiiv will escalate the ticket to the appropriate Social Wiiv team. The escalated problem will have higher priority than ongoing support, development or operations initiatives.
      • Client Response Commitment: Client shall remain accessible by phone/email for troubleshooting from the time a Severity P1 issue is logged until such time it is resolved.
    4. Severity level – P2:
      • Definition: HIGH: One or more users can’t follow a key process, or a large part of the Business suffers a major issue. Client has problems with some of the users, though is isolated to just one hub or community. Can access the platform on at least one channel/access point. There is no workaround for the issue.
      • Response Commitment: Social Wiiv will respond within four (4) business hours of receipt of case
      • Resolution: Social Wiiv will work to resolve the problem until the Service is returned to normal operation. Client will be notified of status changes.
      • Escalation: If the problem has not been resolved within sixteen (16) business hour, Client may request to escalate the ticket to the appropriate Social Wiiv organization. The escalated problem will have higher priority than ongoing support, development or operations initiatives.
      • Client Response Commitment: Client shall remain accessible by phone/email for troubleshooting from the time a Severity P2 issue is logged until such time it is resolved.
    5. Severity level – P3:
      • Definition: MEDIUM: Limited access to one point of entry or only impacts a subset of users on a business or community. Possibly an issue in a type of feature or due to how a user is accessing the non-business critical system/application/function, affecting only single or few users.
      • Response Commitment: Social Wiiv will respond within one (1) business day of receipt of the case
      • Resolution: If the resolution requires a bug fix, Social Wiiv will add the bug fix to its development queue for future Update and suggest a potential workaround until the problem is resolved in a future Update. The client will be notified of status changes.
      • Escalation: If the problem has not been resolved within four (4) weeks, Client may request that Vender escalate the problem to the appropriate Social Wiiv organization.
      • Client Response Commitment: Client will respond to Social Wiiv requests for additional information and implementation recommended solutions in a timely manner.
    6. Severity level – P4:
      • Definition: MINOR: Minor problem or small bugs or feature requests that make the system easier to user, it is not imperative to Client’s business operation, there is a workaround. Ideas or suggestions for new features or add-on.
      • Response Commitment: Social Wiiv will respond within one (1) week of receipt of request
      • Resolution: If resolution requires a bug fix, Social Wiiv will add the bug fix to its development queue for future update and suggest potential workaround until the problem is resolved in a future Update. Client will be notified of status changes.
      • Client Response Commitment: Client will respond to Social Wiiv requests for additional information and implementation recommended solutions in a timely manner.
  2. Limitations and exclusions
    1. Social Wiiv will only support functionality that it develops and is under its direct control. For all other functionality and/or issues or errors in the Service caused by issues, errors and/or changes in Client’s information systems and/or third party products or services, Social Wiiv may assist Client and its third-party providers in diagnosing and resolving issues or errors but Client acknowledges that these matters are outside of Social Wiiv’s support obligations. Service failures attributable Client’s acts or omissions (or by the acts or omissions of Client’s representatives or users), use of the Service in breach of the Agreement Client’s acts or omissions and/or Force Majeure Events are also excused.
    2. Social Wiiv owns and is responsible for the Social Wiiv Platform via both web and mobile interfaces. The systems that enables Client to deploy both the Employee gamification program as well as the communications tools that are hosted and operated by Social Wiiv. Client has control and ownership of the end user relationships. Client owns and is responsible for all content and content feeds within the Platform, as well as all data, both core raw data and the composite measures and data stored within the backend systems.
    3. Client is responsible for providing direct support to its users and shall only contact Social Wiiv’s support organization through Client’s designated administrators.
  3. Disaster Recovery
    Social Wiiv will maintain a disaster recovery plan for the Social Wiiv Production Service in conformity with our most current Disaster Recovery Plan, the current version of which will be provided upon request. Social Wiiv commits to a recovery time objective of twelve (12) hours – measured from the time that the Social Wiiv Production Service becomes unavailable until it is available again. Social Wiiv will test the Disaster Recovery Plan at least once every twelve months, and will make available to Client a written summary of its most recent test upon request.
  4. Data Back-up and Management
    Social Wiiv shall back up all Client Data daily from the Client production server to a storage device at its production datacenter for data recovery purposes. Additionally, Social Wiiv shall back up all Client Data daily to a storage server at a separate datacenter for disaster recovery purposes. Client Data shall be stored for seven (7) days at the production facility and at the disaster recovery facility for thirty (30) days. Backup schedule should consist of at least one (1) backup per day and be performed on at least operating system, local disks, and Client identified files, folders and databases.

DATA BACKUP SERVICE

SERVICE ITEM/VOLUME

Immediate Data Back-up & Recovery

Nightly Back-up

Development Databases & Test Environments

Nightly Back-up

System Back-up Audit/Review

Monthly

  1. Technical Support
    Social Wiiv will provide Client with direct access via phone and email to a support contact for purposes of reporting and quickly addressing any failure of Availability of the Platform.
  2. Platform Maintenance
    “Platform Maintenance” is routine maintenance and down time scheduled from time to time by Social Wiiv to maintain, manage and update the Platform. Social Wiiv will provide Client with at least two (2) business days’ written notice of any Platform Maintenance that may impact Availability, and will schedule Platform Maintenance windows in order to minimize any disruption to Client. Social Wiiv reserves the right to schedule emergency Platform maintenance windows when necessary and will provide Client with as much advance notice as is reasonably possible under the circumstances.
  1. Contacting Social Wiiv
    Please also feel free to contact us if you have any questions about Social Wiiv’s Client Terms of Service. You may contact us at support@socialwiiv.comor at our mailing address below: Social Wiiv
    37 Neptune Rd, Solheim, Germiston, South Africa, 1401


Version: 1.2

Last updated: 04 January 2021