Terms of Service

Welcome to the VIVIQ website. Throughout the website, the terms “VIVIQ”, “we”, “us”, and “our” refer to VIVIQ and any offerings, including information, products, and services that are made available from this website to any and all users of the site, including, without limitation, you, your organization on whose behalf you access the website, users who are browsers, vendors, customers, merchants, and/or contributors of content (“you”), conditioned upon your acceptance of all terms, conditions, policies, and notices stated here.

Please review these Terms of Service carefully before accessing or using our website.

1. Acceptance of Terms.
By visiting, accessing, or using any part of our website or by engaging in any communications or transactions which initiate through our website (“Services”), you represent that you are at least the age of the majority in your state or province of residence, and you agree to be legally bound by, and unconditionally accept, the following terms and conditions that govern your access to our Services (“Terms of Service”, “Terms”) including those additional terms, conditions, policies, and notices referenced herein by hyperlink. If you do not agree to all the terms and conditions of this agreement, then you may not access, use, or engage in any of our Services. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service.

A breach or violation of any of the Terms will result in an immediate termination of your Services.

2. Scope of Service.
We reserve the right to update, change, replace, suspend, or discontinue any part of these Terms of Service, in our sole discretion, at any time, for any reason, and without prior notice to you other than by posting the revised updates and/or changes to our Terms of Service to our website, which are effective upon posting. You may review the most current version of the Terms of Service at any time on this page. You shall be responsible for checking this page periodically for any changes. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes.

We shall not be responsible for any charges that you incur from your telecommunications carrier as a result of using our Services.

3. License to Use.
Subject to these Terms and any other agreement between you and us, we grant you a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable license to use our Services solely in the manner enabled by us. Your license to use our Services is automatically revoked if you violate these Terms. From time to time, we may upgrade our Services or make improvements to our Services without notice. You agree that these Terms will apply to any such upgrades or improvements. The foregoing license grant is not a sale of any of our Services or a sale of a copy of our Services, and we and our partners and suppliers retain all rights and interest in our Services. Any attempt by you to transfer any of the rights, duties, or obligations hereunder, except as expressly provided for in these Terms, is void. We reserve all rights not expressly granted under these Terms.

Our Privacy Policy (the “Privacy Policy”), describes the collection, use and disclosure of data and information by us in connection with our Services. The Privacy Policy, as may be updated by us from time to time in accordance with its terms, is hereby incorporated into these Terms, and you agree to the collection, use and disclosure practices set forth therein.

By using our Services, you consent to receiving communications from us as further described in the Privacy Policy. Please read the Privacy Policy to learn more about your choices regarding our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including written communications.

4. Services.
As a registered user of our Services, you agree to receive e-mails from us regarding our offerings. We may, from time to time, send you e-mail messages with information about our Services or notifications which may provide news, alert you to certain new or changed offerings, or confirm certain transactions. You may opt-out from receiving our newsletter by e-mailing info@viviqskin.com or selecting to unsubscribe as may be provided in the applicable e-mail correspondence.

As set forth in Section 17, we reserve the right to alter, suspend or discontinue our Services or your access to our Services in whole or in part, at any time and for any reason, without notice.

5. Online Ordering.
We host our products on Shopify, Inc., which provides us the online e-commerce platform that allows us to sell our products to you. You must be a registered user to use our online ordering function. Registration is available at no charge to persons who are eighteen (18) years of age and older and who can form legally-binding contracts on behalf of their organizations under applicable law. Sales of products through our Services are subject to our Terms and Conditions of Sale in addition to these Terms. You understand and agree that, except as otherwise provided in the Terms of Sale, all payments received by us in connection with your use of any Services are non-refundable.

6. Login Credentials.
In order to use some functionality of our Services, such as online ordering, you will be required to register by providing certain information. We may ask you to complete a registration form and create a username and password (“Login Credentials”). During any such registration, you are required to give truthful contact information (such as name and e-mail address) in accordance with these Terms. You are responsible for protecting your Login Credentials from unauthorized use, and you are responsible for all activity that occurs on your account (including without limitation financial obligations). You agree to notify us immediately if you believe that your Login Credentials have been or may be used without your permission so that appropriate action can be taken. We are not responsible for losses or damage caused by your failure to safeguard your Login Credentials.

We may enable you to login using a third-party social networking service. If we enable you to login using a third-party social networking service, the terms in the previous paragraph remain binding.

All information that you provide through our Services is subject to our Privacy Policy, as may be in effect from time to time. You are responsible for keeping your registration information up to date through your account page, to the extent such feature is made available through our Services.

7. Site Content.
Subject to these Terms and any other agreement between you and us, we hereby grant your organization a limited, non-transferable, non-exclusive, non-sublicensable, revocable license to access and use content available through our Services, subject to any restrictions on certain types of content set forth in these Terms.

You understand that the content that is posted on our website is used by you at your own risk.

We reserve the right to make changes to content, descriptions or specifications of our Services, or other information without obligation to issue any notice of such changes.

Nothing contained on our Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use our Services or any content, through the use of framing or otherwise, except: (i) as expressly permitted by these Terms; or (ii) with our prior written permission or the permission of the third party that may own the trademark or copyright of material displayed on our website.

8. Prohibited Conduct.
As a condition of your use of our Services, you will not use our Services for any purpose that is unlawful or prohibited by these Terms. You may not use our Services in any manner that in our sole discretion could damage, disable, overburden, impair or interfere with any other party’s use of our Services. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through our Services. You agree not to use false or misleading information in connection with your user account or impersonate any other person living or dead and acknowledge that we reserve the right to disable any user account with a profile which we reasonably believe is false or misleading (including a profile that impersonates a third party).

In addition, you agree that you will not, and will not authorize or facilitate any attempt by another person to use our Services to: (i) transmit any content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, offensive, obscene, pornographic, lewd, lascivious, or otherwise objectionable, as determined by us; (ii) use a name or language that we, in our sole discretion, deem offensive; or (iii) create a false identity or impersonate another person or entity.

We reserve the right to consider other conduct to be prohibited; the restrictions above are intended to be illustrative.

You agree not, and will not permit any person or entity, to: (i) use, or allow the use of, our Services for any unfair or deceptive practices or in contravention of any federal, state, local, foreign, or other applicable law, or rules and regulations of regulatory or administrative organizations; (ii) act in a fraudulent, tortious, malicious, or negligent manner when using our Services; (iii) obtain unauthorized access to any computer system through our Services; (iv) circumvent, remove or otherwise interfere with any security-related features of our Services, features that prevent copying or using any part of our Services or features that enforce limitations on the use of our Services or any content; (v) introduce viruses, worms, Trojan horses and/or harmful code to our Services; or (vi) use any robot, spider, site search/retrieval application, or other automated device, process, or means to access, retrieve, scrape, or index any portion of our Services or any content, except as permitted by our robots.txt file.

We reserve the right, without prior notice and in our sole discretion, to decide whether your use of our Services violates these Terms for any of the above reasons or for any other reason, and if we do so, we may terminate your access to our Services.

9. Indemnification.
By using our Services, you hereby agree to indemnify and hold harmless VIVIQ and our subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns, and employees from any claims, damages, losses, liabilities, and all costs and expenses of defense (collectively, “Claims”), including without limitation attorneys’ fees, resulting directly or indirectly from a claim by a third party that arises in connection with (i) your breach of these Terms or the documents they incorporate by reference, (ii) your violation of any law or the rights of a third party, (iii) your provision of any content, (iv) your use of our Services, and/or (v) any user or other third party’s use of any content that you submit via our Services. At our option, you agree to defend us from any such Claims.

10. Intellectual Property Rights.
You agree and acknowledge that the structure, organization, and code used in conjunction with our Services are proprietary to us. You shall not, and shall not permit any person or entity to: (i) use our Services on a service bureau, time sharing or any similar basis, or for the benefit of any other person or entity; (ii) alter, enhance or make derivative works of our Services or any content available through the foregoing; or (iii) reverse engineer, reverse assemble or decompile, or otherwise attempt to derive source code from our Services. You shall not sell, transfer, publish, disclose, display, or otherwise make available our Services including any modifications, enhancements, derivatives and other software and materials provided hereunder by us or copies thereof to others in violation of these Terms.

Unless otherwise noted, all content contained on our Services is the property of us and/or our affiliates or licensors and is protected from unauthorized copying and dissemination by United States copyright law, trademark law, international conventions and other intellectual property laws. Product names are trademarks or registered trademarks of their respective owners.

11. Copyright Infringement; DMCA Policy.
If you believe that any materials on our website infringe your copyright, you may request that such materials be removed. This request must bear a signature (or electronic equivalent) of the copyright holder or an authorized representative and must include the following information: (i) identification of the copyrighted work that you believe to be infringed, including a description of the work and, where possible, a copy or the location of an authorized version of the work; (ii) identification of the material that you believe to be infringing and its location, including a description of the material, its location on our website or other pertinent information that will help us to locate the material; (iii) your name, address, telephone number and e-mail address; (iv) a statement that you have a good faith belief that the complained of use of the materials is not authorized by the copyright owner, its agent or the law; (v) a statement that the information in your claim is accurate; and (vi) a statement that “under penalty of perjury,” you declare that you are the lawful copyright owner or are authorized to act on the owner’s behalf. In an effort to protect the rights of copyright owners, we reserve the right to suspend your account, delete or disable content alleged to be infringing and/or terminate the account of a repeat infringer.

12. Links to Third Party Sites.
Certain content, products, and services available via our Service may include materials from third parties. Third-party links on this site are provided to you as convenience and may direct you to third-party websites that are not affiliated with us. Any third-party site accessed from our Services is independent from us. A link to any third-party site does not imply that we endorse or accept any responsibility for the content or use of such site. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third parties. Use of any third-party site is subject to its terms of service and privacy policy. We request that you exercise caution and good judgment when using third-party sites.

We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party’s policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third party.

13. Providers of Third-Party Platforms.
You hereby acknowledge and agree that all of our licensors, suppliers or other third parties: (i) are not parties to these Terms; (ii) have no obligation whatsoever to furnish any maintenance or support services with respect to VIVIQ; (iii) are not responsible for addressing claims by you or any third party relating to our Services, including without limitation any product liability claims, claims under consumer protection laws or claims under any other law, rule or regulation; and (iv) have no responsibility to investigate, defend, settle or discharge any claim that our Services or use thereof infringes any third party intellectual property rights.

14. Disclaimer of Warranties.
The Service and all products and Services delivered to you through the Service are (except as expressly stated by us) provided ‘as is’ and ‘as available’ for your use, without any representation, warranties or conditions of any kind, either express or implied, including, without limitation, all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement. Specifically, but without limitation, we do not guarantee, represent, or warrant that (i) your use of our Service will be uninterrupted, timely, secure, or free of errors, (ii) any results that may be obtained from the use of the Service will be accurate or reliable, (iii) defects will be corrected, or (iv) our servers that make our Services available are free of viruses or other harmful components. You agree that, from time to time, we may remove the Service for indefinite periods of time or cancel the service at any time, without notice to you. You expressly agree that your use of, or inability to use, the Service is at your sole risk.

We, and our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers, or licensors, cannot, and do not, guarantee that any personal information supplied by you will not be misappropriated, intercepted, deleted, destroyed, or used by others.

15. Limitation of Liability.
UNDER NO CIRCUMSTANCES WILL VIVIQ, OUR DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, INTERNS, SUPPLIERS, SERVICE PROVIDERS, OR LICENSORS BE LIABLE FOR ANY INJURY, LOSS, CLAIM, OR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOST SAVINGS, LOSS OF DATA, REPLACEMENT COSTS, OR ANY SIMILAR DAMAGES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, ARISING FROM YOUR USE OF ANY OF THE SERVICE OR ANY PRODUCTS PROCURED USING THE SERVICE, OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF THE SERVICE OR ANY PRODUCT, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF THE SERVICE OR ANY CONTENT (OR PRODUCT) POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICE, EVEN IF ADVISED OF THEIR POSSIBILITY. YOU ARE RESPONSIBLE FOR EVALUATING THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY INFORMATION, OPINION, ADVICE, OR OTHER INFORMATION MADE AVAILABLE THROUGH OUR SERVICES.

OUR AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM THESE TERMS SHALL NOT EXCEED THE GREATER OF (I) US $100.00 OR (II) THE AGGREGATE AMOUNT, IF ANY, THAT YOU HAVE PAID TO US FOR THE SERVICE IN THE PRIOR TWELVE (12) MONTH PERIOD.

BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

16. Jurisdictional Issues.
We make no representation that information on our Services is appropriate or available for use outside the United States. Those who choose to access our Services from outside the United States do so on their own initiative and at their own risk and are responsible for compliance with applicable local laws. By using our Services, you consent to having any content that you provide, your Login Credentials and any personal information that you provide as part of the account creation process transferred to and processed in the United States subject to the restrictions on such data as provided in our Privacy Policy posted through our website from time to time.

17. Modifying and Terminating Service.
We reserve the right to modify or terminate your access to our Services (or any part or content thereof), in our sole discretion, for any reason, and at any time, without notice. We may, without obligation, notify you of such modifications or termination at the e-mail address provided by you at registration (or that you subsequently update) or through a third-party social networking service that you use to login. We may change and update our Services or the prices of our products, or add or remove features, including, without limitation, making free services into paid services, and vice versa, from time to time without notice. We may give you appropriate advance notice about any major changes, although you understand that we may stop, suspend, or change our Services at any time without prior notice. You agree that we are not liable to you or any third party for any modification, price change, suspension, or termination of your access to our Services. You may terminate these Terms at any time by ceasing to use our Services.

The following Sections of these Terms and any accrued obligations will survive any termination of these Terms: 1, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21 and 22.

18. Unsolicited Ideas and Feedback.
We welcome your feedback, ideas, and suggestions (collectively, “Suggestions”). It is important to be aware of the following restrictions with regards to your Suggestions. If you send us any Suggestions, you agree that: (i) your Suggestion(s) become our property and you are not owed any compensation in exchange; (ii) none of the Suggestion(s) contain confidential or proprietary information of any third party; (iii) we may use or redistribute Suggestion(s) for any purpose and in any way; (iv) there is no obligation for us to review your Suggestion(s); and (v) we have no obligation to keep any Suggestions confidential.

19. Governing Law; Dispute Resolution.
These Terms, and any dispute between you and us, shall be governed by the laws of the State of New York without regard to principles of conflicts of law that would result in the application of the law of any other jurisdiction, except that the Federal Arbitration Act shall govern the interpretation and enforcement of the arbitration provisions set forth below. Unless you and we agree otherwise, in the event that Section 20 is found not to apply to you or to a particular claim or dispute as a result of a decision by the arbitrator or a court order, you agree that any claim or dispute that has arisen or may arise between you and us must be resolved exclusively by a state or federal court located in the State of New York, except that you or we are permitted (i) to bring small claims actions in state court in the county in which you reside if such court has a small claims procedure; (ii) to bring claims for injunctive relief in any court having jurisdiction over the parties; or (iii) to seek enforcement of a judgment in any court having jurisdiction over the parties. To the extent permitted by law, you and we agree to waive trial by jury in any court proceeding.

20. Agreement to Arbitrate; Waiver of Class Action.
Except for disputes relating to your or our intellectual property (such as trademarks, trade dress, domain names, trade secrets, copyrights and patents) or for items (i)-(iii) set forth in Section 19, you and we agree that all disputes between you and us (whether or not such dispute involves a third party) arising out of or relating to these Terms, our Services, and/or our Privacy Policy shall be finally resolved by arbitration before a single arbitrator conducted in the English language in New York, New York, U.S.A. under the Commercial Arbitration Rules of the American Arbitration Association (AAA) and you and we hereby expressly waive trial by jury. You and we shall appoint as sole arbitrator a person mutually agreed by you and us or, if you and we cannot agree within thirty (30) days of either party’s request for arbitration, such single arbitrator shall be selected by the AAA upon the request of either party. The parties shall bear equally the cost of the arbitration (except that the prevailing party shall be entitled to an award of reasonable attorneys’ fees incurred in connection with the arbitration in such an amount as may be determined by the arbitrator). All decisions of the arbitrator shall be final and binding on both parties and enforceable in any court of competent jurisdiction. Notwithstanding this, application may be made to any court for a judicial acceptance of the award or order of enforcement. Under no circumstances shall the arbitrator be authorized to award damages, remedies, or awards that conflict with these Terms, including, without limitation, the provisions of Section 15.

Any claims brought by you or us must be brought in that party’s own behalf, and not as a plaintiff or class member in any purported class or representative proceeding. Neither you nor we will participate in a class action or class-wide arbitration for any claims covered by these Terms. You hereby waive any and all rights to bring any claims related to these Terms and/or our Privacy Policy as a plaintiff or class member in any purported class or representative proceeding.

Notwithstanding any provision in these Terms to the contrary, you and we agree that if we make any change to the arbitration procedures described in this Section 20 (the “Arbitration Procedures”) (other than a change to any notice address or website link provided herein) in the future, that change shall not apply to any claim that was filed in a legal proceeding against us prior to the effective date of the change. Moreover, if we seek to terminate the Arbitration Procedures from these Terms, such termination shall not be effective until thirty (30) days after the version of these Terms not containing the Arbitration Procedures is posted to our website and shall not be effective as to any claim that was filed in a legal proceeding against us prior to the effective date of removal.

In accordance with Section 17, this arbitration section will survive the termination of your relationship with us.

21. Miscellaneous.
You may not assign or transfer your rights or obligations under these Terms in whole or in part to any third party without our consent. These Terms shall bind and inure to the benefit of the parties to these Terms and their respective successors, permitted transferees and permitted assigns. We and you are independent contractors and are not partners, joint venturers, agents, employees, or representatives of the other party. These Terms contain the entire understanding of the parties with respect to the transactions and matters contemplated herein, supersede all previous communications, understandings and agreements (whether oral or written) other than any click-through or end user license agreement provided by us, and cannot be amended except by a writing signed by both parties or by our posting of an amended version of these Terms on our website. The headings and captions used in these Terms are used for convenience only and are not to be considered in construing or interpreting these Terms. If any part of these Terms is held to be unlawful, void, or unenforceable, that part will be deemed severable and shall not affect the validity and enforceability of the remaining provisions.

22. For Additional Information.
If you have any questions about our Terms of Service, please contact us at: info@viviqskin.com or via https://www.viviqskin.com.
Copyright © 2021, VIVIQ, All Rights Reserved.
Updated: January 2021