Terms of Service

Binding Agreement

By executing an Order Form, activating an account, deploying iViu Hardware, or accessing the Platform, Customer agrees to these Terms. If Customer does not agree, Customer must not use the Services.

Authority

The individual accepting these Terms represents that they have the authority to bind the entity they represent. If you are accepting on behalf of a corporation, partnership, or other legal entity, you represent that you are authorised to do so.

Age & Legal Capacity

Customer must be at least 18 years of age and legally capable of entering binding contracts in the applicable jurisdiction.

Updates to These Terms

iViu may update these Terms from time to time. Material changes will be communicated via email to the account holder at least 30 days before the effective date. Continued use of the Services after the effective date constitutes acceptance of the updated Terms.

Platform Services

iViu provides a cloud-based Wi-Fi signal-intelligence platform. Services include:

• Real-time device positioning via the iPS engine, using passive RF signal detection from iViu Hardware
• SIGINT perimeter protection and bad-actor detection for critical infrastructure and retail sites
• Organized Retail Crime ("ORC") investigation tools, including device history and event correlation
• Consumer journey analytics — foot-traffic counts, dwell time, and zone occupancy reporting
• Partner Portal and Admin Dashboard access for account, zone, and alert management
• REST API and summary data feed ("SumDF") access for data integration and third-party analytics
• MQTT-based alert delivery for security and loss-prevention events
• Automated data backup and retention per the retention period configured for Customer's account

Hardware Provisioning

Where specified in an Order Form, iViu will supply iDTag Hardware, configure it for Customer's Locations, and manage firmware updates via iViu's over-the-air ("OTA") delivery system.

Professional Services

Installation, site calibration, and custom integration services may be provided under a separate Statement of Work ("SOW") and are subject to additional fees.

Service Modifications

iViu reserves the right to modify, update, or discontinue features of the Platform with reasonable notice. iViu will not remove materially contracted functionality during an active Subscription Term without Customer's consent.

Account Credentials

Customer is responsible for maintaining the confidentiality of all account credentials (usernames, passwords, API keys). Customer must promptly notify iViu at support@iviutech.com upon suspecting any unauthorised access.

User Accounts

Customer may create user accounts for its employees and authorised personnel. Each user must have a unique account; sharing of credentials between individuals is prohibited.

Multi-Factor Authentication

Customer is strongly encouraged to enable time-based one-time password (TOTP) two-factor authentication, available in the Partner Portal and Admin Dashboard. iViu is not liable for unauthorised access resulting from Customer's failure to enable MFA.

Access Levels

Customer may assign standard or admin access levels within the Platform and is solely responsible for managing appropriate access levels for its users.

Suspension for Security

iViu reserves the right to suspend access to any account that iViu reasonably believes poses a security risk, pending investigation and remediation.

Subject to these Terms and payment of applicable fees, iViu grants Customer a limited, non-exclusive, non-transferable licence to access and use the Services during the Subscription Term solely for Customer's internal business purposes at the Locations specified in the Order Form.

Customer must not:

Customer must also not interfere with or disrupt the integrity, performance, or availability of the Platform or its underlying infrastructure, or use automated scripts, bots, or tools to scrape data from the Platform beyond published API rate limits.

Compliance with Law

Customer is solely responsible for ensuring its use of the Services complies with all applicable laws, regulations, and local ordinances, including privacy laws (CCPA, CPRA, GDPR), labour laws, and any regulations governing the monitoring of public or private spaces.

Ownership

As between the parties, Customer retains all right, title, and interest in Customer Data — the RF signal detections, positioning records, and aggregated analytics generated by the Services at Customer's Locations. iViu does not claim ownership of Customer Data.

Licence to Process

Customer grants iViu a limited, non-exclusive licence to collect, process, store, and transmit Customer Data solely as necessary to provide the Services, as described in the Privacy Policy and any applicable Data Processing Addendum.

Anonymous by Architecture

iViu's sensors detect anonymous RF signals and process them into hashed device identifiers. Raw MAC addresses are never stored. iViu does not associate signal detections with named individuals unless Customer explicitly configures a point-of-interest classification with the knowledge and consent of the device owner.

Configuration Accuracy

Customer is responsible for ensuring that Location configurations, zone boundaries, and sensor placement entered into the Platform are accurate. iViu is not liable for positioning errors caused by incorrect configuration.

Retention, Opt-Out & Deletion

Data retention periods, the device opt-out portal, and Customer's rights to request deletion are described in full in the Privacy Policy. Nothing in these Terms narrows the commitments made there.

Hardware Ownership

Unless expressly purchased under an Order Form, all iViu Hardware remains the property of iViu and is provided to Customer on a loan basis during the Subscription Term.

Care and Return

Customer must keep loaned Hardware in good working condition and return it to iViu within 30 days of Subscription Term expiry or termination. Customer is liable for the replacement cost of lost, stolen, or damaged Hardware (reasonable wear and tear excepted).

Firmware

iViu may update sensor firmware remotely via the OTA delivery system. Customer must not modify, flash, or tamper with Hardware firmware. Deployment of non-iViu-approved firmware voids any applicable warranty and may result in service suspension.

Installation

Customer is responsible for physical installation of Hardware at Locations. iViu will provide installation guidance; professional installation services are available at additional cost.

iViu targets 99.5% monthly uptime for the Platform's core services (signal ingestion, the iPS positioning engine, and web portals). This excludes planned maintenance windows, which are communicated to Customer's designated technical contact at least 48 hours in advance and are typically scheduled between 02:00–06:00 UTC on weekdays.

Severity	Acknowledgement	Target Resolution / Update
P1 — High	Within 1 hour	Status update within 4 hours
P2 — Medium	Within 4 hours	Resolution target within 24 hours

The uptime commitment excludes unavailability caused by: (a) Customer's acts or omissions; (b) force majeure events; (c) third-party infrastructure failures outside iViu's reasonable control; or (d) Customer's network connectivity issues.

iViu IP

iViu retains all right, title, and interest in the Platform, software, algorithms, documentation, trademarks, and all other intellectual property embodied in the Services. No rights are granted to Customer except as expressly stated in these Terms.

Feedback

If Customer provides suggestions, feedback, or ideas regarding the Services ("Feedback"), Customer grants iViu a perpetual, irrevocable, royalty-free licence to use, incorporate, and commercialise such Feedback without obligation to Customer.

Aggregate and Anonymised Data

iViu may use aggregate, anonymised, and de-identified data derived from the Services (which cannot be attributed to any individual customer or person) to improve the Platform, develop benchmarks, and publish industry reports. No Customer-identifiable information will be disclosed.

Customer agrees to pay the fees specified in the applicable Order Form. All fees are in US Dollars unless otherwise stated. iViu will invoice Customer monthly or annually as specified in the Order Form, and payment is due within 30 days of the invoice date. Overdue amounts bear interest at 1.5% per month, or the maximum rate permitted by law, whichever is less.

Fees are exclusive of all applicable taxes, levies, and duties, which Customer is responsible for, excluding taxes based on iViu's net income. iViu may adjust fees upon at least 60 days' written notice before the start of a new Subscription Term renewal period. Except as expressly stated herein or required by applicable law, all fees paid are non-refundable.

Term & Renewal

This Agreement commences on the date Customer accepts these Terms or executes an Order Form and continues for the Subscription Term specified therein. Unless either party provides written notice of non-renewal at least 60 days before the end of the then-current Subscription Term, the Agreement automatically renews for successive 12-month periods.

Termination for Cause

Either party may terminate this Agreement immediately on written notice if the other party: (a) materially breaches this Agreement and fails to cure the breach within 30 days of written notice; or (b) becomes insolvent, makes an assignment for the benefit of creditors, or is subject to bankruptcy proceedings.

Termination for Convenience

Customer may terminate this Agreement for convenience upon 60 days' written notice to iViu. Fees paid for the remaining Subscription Term are non-refundable unless iViu has materially breached this Agreement.

Effect of Termination

Upon termination: (a) all licences granted under this Agreement immediately terminate; (b) Customer must cease all use of the Services and return all Hardware within 30 days; (c) iViu will delete all Customer Data within 30 days and provide written confirmation; and (d) accrued payment obligations and Sections 8, 11, 12, and 13 survive.

Disclaimer of Warranties

The Services are provided "as is" and "as available." To the maximum extent permitted by applicable law, iViu disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement, and uninterrupted or error-free operation.

Accuracy of Positioning Data

iViu's RF positioning technology provides estimated location data based on radio signal strength. Positioning accuracy is subject to environmental factors including building materials, multi-path interference, and sensor placement. iViu does not warrant any specific accuracy level unless expressly stated in a written SLA addendum.

Exclusion of Consequential Damages

To the maximum extent permitted by law, in no event will iViu be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including lost profits, lost revenue, loss of data, or loss of business opportunity, even if iViu has been advised of the possibility of such damages.

Cap on Liability

iViu's total cumulative liability to Customer for any claim arising under or related to this Agreement, whether in contract, tort, strict liability, or otherwise, will not exceed the total fees paid by Customer to iViu in the 12 months immediately preceding the claim.

By Customer

Customer will indemnify, defend, and hold harmless iViu and its officers, directors, employees, and agents from and against any claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from: (a) Customer's breach of this Agreement; (b) Customer's violation of applicable law; (c) Customer's use of the Services in a manner not permitted by this Agreement; or (d) any claim that Customer Data infringes the intellectual property or privacy rights of any third party.

By iViu

iViu will indemnify, defend, and hold harmless Customer from and against any third-party claims that the Platform, as delivered by iViu and used in accordance with this Agreement, infringes any valid patent, copyright, or trademark of a third party in the United States. This indemnity does not apply to claims arising from Customer's modification of the Platform, Customer Data, or use of the Services in combination with third-party products not approved by iViu.

Procedure

The indemnified party must: (a) promptly notify the indemnifying party of the claim; (b) grant the indemnifying party sole control of the defence; and (c) provide reasonable cooperation. Failure to provide prompt notice relieves the indemnifying party only to the extent it is materially prejudiced by the delay.

Governing Law

This Agreement is governed by the laws of the State of Illinois, USA, without regard to conflict-of-law principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in DuPage County, Illinois.

Dispute Resolution

The parties will attempt to resolve any dispute informally for 30 days following written notice. If unresolved, disputes will be settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, with proceedings conducted in Chicago, Illinois. Either party may seek injunctive or equitable relief in any court of competent jurisdiction.

Entire Agreement & Order of Precedence

This Agreement, together with all Order Forms, SOWs, and any executed Data Processing Addendum, constitutes the entire agreement between the parties and supersedes all prior agreements, representations, and understandings. In the event of conflict: (1) an executed DPA prevails on data-privacy obligations; (2) an Order Form prevails on pricing and Subscription Term; (3) these Terms prevail over any Customer purchase order or procurement document.

Assignment, Severability & Waiver

Customer may not assign this Agreement without iViu's prior written consent. iViu may assign this Agreement in connection with a merger, acquisition, or sale of substantially all assets. If any provision is found invalid or unenforceable, the remaining provisions continue in full force and effect. No failure or delay by either party to exercise any right under this Agreement constitutes a waiver of that right.

Force Majeure

Neither party is liable for delays or failures caused by circumstances beyond reasonable control, including natural disasters, pandemics, government actions, or telecommunications infrastructure failures, provided the affected party promptly notifies the other and uses reasonable efforts to mitigate.

Export Compliance & Publicity

Customer will comply with all applicable export and import laws and represents that it is not on any US government prohibited-parties list. Neither party will issue a press release or use the other party's name or logo in marketing materials without prior written consent, except that iViu may reference Customer as a customer in its portfolio materials.

Notices

Legal notices must be in writing and delivered by email (with confirmation of receipt) or certified mail to the addresses in the Order Form. iViu's legal notice address is support@iviutech.com / iViu Insights, Inc., 100 Tower Dr., Ste 115, Burr Ridge, IL 60527.

For questions about these Terms of Service, please contact:

For data-handling questions, see our Privacy Policy. For general business inquiries, visit our Company page or use the contact form on the main site.