Welcome! Vivala is owned and operated by CMI Marketing, Inc. All references to Vivala herein shall be deemed to include CMI Marketing, Inc. ("Vivala," "our," "us" or "we"). These Terms of Service ("TOS") apply to all users of the website located at Vivala.com (the "Site"), as well our online services operated by us and known as Vivala, including any software, applications, web tools, widgets, plug-ins, components, technologies, or programs that we create(collectively, the "Services") These TOS apply whether you access the Site directly or through a third party website or via one or more of the Services. Please read the TOS carefully. By using the Site or the Services, you confirm your acceptance of the TOS.
Vivala reserves the right to update or change these TOS at any time by posting the most current version of the TOS on the Site. Your continued use of the Service after we post any changes to the TOS signifies your agreement to such changes. If you do not agree to these TOS, you must discontinue using the Site and all Services.
To use this Site and Services offered, you must be 16 years old or older. By accessing this Site or Services, you are certifying that you are at least 16 years of age.
We provide Vivala only for your personal, non-commercial use, and not for business use, so you may not accept or agree to these TOS on behalf of a company or other legal entity. Use of the Site and the Services is void where prohibited.
To use the Services, you may be required to register on the Site. Registration is free. When you register with Vivala, you will be asked to provide us with certain information, you agree to do the following: (a) provide true, accurate, current, and complete information (the "Profile Data") and (b) maintain and promptly update the Profile Data to keep it true, accurate, current and complete. If you provide information that is untrue, inaccurate, not current or incomplete, or Vivala has reasonable grounds to suspect that you have, we may (in addition to any other rights or remedies available to us), suspend or terminate your use of the Site and the Services (or any portion thereof).
As part of the registration, you may be asked to select a username and password. You may not (i) select or use a username of another person with the intent to impersonate that person, (ii) use a username in which another person has rights without authorization from that person, or (iii) use a username that Vivala, in its sole discretion, deems offensive.
In addition, we may permit you to register your account via your login credentials from a third party service, in which case you may be required to connect your account on those third party services to your account on Vivala. When you connect and register your third party service for the first time, you will be asked to login to the Site using your third party service account credentials. By connecting your registration with a third party service, you are allowing us to access your account information and you are agreeing to abide by the applicable terms and conditions of the third party service in your use of the Services via such third party.
You must immediately notify Vivala of any known or suspected unauthorized use of your account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your password. You are responsible for maintaining the confidentiality of your screen name and password, and you are fully and always responsible for all activities that occur under your screen name or password, including without limitation, all postings, commentary, discussion, and purchases. You should be cautious about sharing your account information with third parties. You will be responsible for all acts and/or omissions of that third party on or in connection with the Site and/or the Services.
The Site and the Services allow users to post, discuss, interact, store, exchange, and comment on information, articles, photographs, images, videos, drawings, concepts, ideas, opinions, and other content ("User Content").
You represent and warrant that neither (a) the User Content you post nor (b) any use by you of the Site or Services will infringe, misappropriate, or violate a third party's patent, copyright, trademark, trade secret, or moral rights, or any other proprietary rights, or any other rights of publicity or privacy, or otherwise result in a violation of any applicable law or regulation.
You hereby grant us and our contractors, agents, and employees, an irrevocable, perpetual, royalty-free, non-exclusive, transferable, worldwide license to use, copy, display, broadcast, transmit, perform, stream, access, view, distribute, and create derivative works based on, and sublicense your User Content. We claim no ownership rights in any User Content you post to the Site and you understand that you alone shall remain solely responsible for any such User Content.
The Site and Services may contain web tools, features, and functionalities linking you to, or providing you with, the ability to post, access, display, share, comment on, communicate about, and otherwise use content that may be owned by a third party or in which a third party may claim rights. Vivala has no liability or responsibility for your actions with respect to any third party content. Any time you post, access, display, share, comment on, communicate about, or otherwise use third party content on or in connection with the Site, you are doing so at your own risk. If you have a complaint regarding intellectual property rights in or to any of the content on the Site, please contact us at firstname.lastname@example.org.
We have no obligation to review User Content and we assume no responsibility for the deletion of any User Content on the Site. You acknowledge that you may be exposed to content that you find objectionable, indecent, or offensive or which is inaccurate, misleading or incomplete. You use the Site and Services at your own risk.
You take sole responsibility for all User Content that you post on the Site. You agree that you will not engage in any conduct or make available any User Content that:
is threatening, defamatory, abusive, obscene, pornographic, or any material that would give rise to any civil or criminal liability;
infringes any patent, copyright, trademark, publicity, or privacy right of any person or entity;
impersonates or misrepresents your affiliation with any person or entity;
contains any statement that is fraudulent, false, misleading or deceptive;
contains any slurs, hate speech, or attacks an individual or group on the basis of race, color, religion, national origin, or sexual preference;
contains an email address, telephone number, street address, last name, or any information that personally identifies a user;
that constitutes spam (sending the same message multiple times or to multiple people will be treated as spam);
harms, disrupts, or impairs the Site or the Services;
interferes with another person's use of the Site or the Services; and
is, or could be construed as, illegal or part of an illegal activity.
Without limiting the foregoing, you further agree not to access, descramble, deactivate, remove, impair, bypass, or circumvent any technological measure that we, our partners, or a third party have implemented to protect the Site or the Services. You will not use any robot, spider, data-mining tool, web tool, software or device to access data on the Site. Unauthorized framing of or linking to the Site is prohibited.
Third-Party Links, Sites and Services
Links to third-party websites may be accessible on the Site or through our Services. We do not endorse or assume any responsibility for any such third party website, information, materials, products, or services. If you access any third party website, service or content from Vivala, you do so at your own risk and you agree that Vivala will have no liability arising from your use of or access to any third party website, service or content. All matters concerning the services, merchandise, and other products desired from a third party seller including, but not limited to, purchase terms, payment terms, warranties, guarantees, maintenance, and delivery are solely between you and the third party. You are solely responsible for any payments for and/or other commercial transactions related to, goods and services that you may purchase from or possess as part of your use of the Site or the Services.
The Site and all material published on the Site (other than the User Content) including, but not limited to text, photographs, video, graphics, music, sounds, messages, comments, ratings, and other materials is owned by Vivala or its licensors and is protected by copyright, patents, trademarks, trade secrets and/or other proprietary rights, including under the United States copyright laws. Vivala owns a copyright in the selection, coordination, arrangement and enhancement of such content and a copyright in the Site.
All trademarks appearing on this Site ("Marks") are trademarks of their respective owners, including Vivala, its affiliates and its partners. Users are prohibited from using any Marks without the written permission of Vivala or such third party that may own the Marks.
Content on the Site is provided AS IS for your information and personal use only. You may not copy, publish, transmit, distribute, perform, sell, create derivative works of, or in any way exploit, any of the content, in whole or in part, without Vivala's prior written consent. You may download content for your personal, non-commercial use only as provided in these TOS, provided that you keep intact all copyright and other proprietary notices. Downloading any photographs on the site that are not user-submitted is strictly prohibited. Copying or storing of content for other than personal use is expressly prohibited without prior permission from us or the copyright-holder identified in the copyright notice contained in the content.
Digital Millennium Copyright Act
Content may be made available via the Site or the Services by third parties not within our control. We are under no obligation to, and do not, scan User Content, however, we respect the copyright interests of others. It is our policy not to permit materials known by us to infringe another party's copyright to remain on the Site or the Services. If you believe any materials on the Site or the Services infringe a copyright, you should provide us with written notice that at a minimum contains:
A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send Vivala a counter-notice. The must contain the following information:
Your physical or electronic signature;
Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
A statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court New York, NY, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
All DMCA notices and counter-notices should be sent to our designated agent as follows:
ATTN: Steven Samuels
417 Fifth Avenue, 7th Floor
New York, NY 10016
Our Content Removal Rights
We reserve the right, but not the obligation, to monitor, edit or remove any content at any time and without notice for any reason, including but not limited to: (i) any content that violates these TOS or the any other posted policy or guidelines; (ii) removal is necessary to protect the rights, property or personal safety of Vivala, its users, and the public; or (iii) if required to do so by law. We also reserve the right to remove postings that are off the subject, or we believe that by doing so will improve the experience of our users. Any action or inaction in a particular instance shall not dictate or limit our response to a future instance. If you believe that any postings on the Site violate these TOS, please notify us at email@example.com.
You are solely responsible for any interaction with other users of the Site or Services, and Vivala has no obligation to monitor disputes between you and any other user.
Our employees are dedicated to building the best Site for users and providing you with the tools that you need to have a great online experience. In connection with their work, some of our employees are required to use the Site, including creating a profile. Our advertisers, partners and investors may also use the Site and the Services, including creating a profile, for business and advertising purposes. Sponsored posts and/or posts for which a user was compensated will be conspicuously disclosed near the post.
You understand that you are personally responsible for your behavior while on the Site and agree to indemnify and hold Vivala, and its affiliates, business partners, and their respective officers, directors, employees, and agents, harmless from and against any loss, damage, liability, cost, or expense of any kind (including attorneys' fees) that we may incur in connection with a third party claim or otherwise, in relation to your use of the Services or access to the Site, or your violation of either these TOS, applicable law or the rights of any third party.
YOU UNDERSTAND THAT YOUR USE OF THE SITE AND SERVICES (INCLUDING ANY DOWNLOADS OR ANY LOSS OF DATA OR OTHER DAMAGE TO YOUR COMPUTER SYSTEM YOU EXPERIENCE FROM USING THE SITE AND SERVICES) IS AT YOUR SOLE RISK. YOU UNDERSTAND THAT THE SITE AND SERVICES AND ALL INFORMATION, PRODUCTS AND OTHER CONTENT (INCLUDING THIRD PARTY INFORMATION, PRODUCTS AND CONTENT INCLUDED IN OR ACCESSIBLE FROM THE SITE OR SERVICES), ARE PROVIDED ON AN "AS IS" "WHERE-IS" AND "WHERE AVAILABLE" BASIS, AND ARE SUBJECT TO CHANGE AT ANY TIME WITHOUT NOTICE TO YOU. YOU ACKNOWLEDGE THAT VIVALA MAKES NO WARRANTY THAT THE SITE OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. YOU UNDERSTAND THAT VIVALA DOES NOT WARRANT THAT THE RESULTS OBTAINED FROM YOUR USE OF THE SITE OR SERVICES WILL MEET YOUR EXPECTATIONS. NO WARRANTY OF ANY KIND, WHETHER ORAL OR WRITTEN, CAN MODIFY THE TERMS OF THE DISCLAIMER SET FORTH IN THIS DOCUMENT. YOUR USE OF THE SITE OR SERVICES, OR ANY CONTENT, FEATURES OR FUNCTIONALITIES RELATED THERETO IS AT YOUR OWN RISK. IF YOU ARE DISSATISFIED WITH ANY OF THE MATERIALS CONTAINED IN THE SITE OR SERVICES, OR WITH ANY OF THESE TOS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE ACCESSING AND USING THE SITE, SERVICES, FEATURES AND/OR FUNCTIONALITIES.
TO THE FULLEST EXTENT PERMITTED BY LAW, VIVALA DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS OF ANY KIND (EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS) AS TO THE SITE AND SERVICES AND ALL INFORMATION, PRODUCTS, AND OTHER CONTENT (INCLUDING THIRD PARTY INFORMATION, PRODUCTS, AND CONTENT) INCLUDED IN OR ACCESSIBLE FROM THE SITE AND SERVICES.
Limitation of Liability
IN NO EVENT WILL WE OR OUR AFFILIATES, RESELLERS, DISTRIBUTORS, SERVICE PROVIDERS AND/OR SUPPLIERS BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF, BASED ON, OR RESULTING FROM THIS CONTRACT OR YOUR USE OF THE SITE OR SERVICES, EVEN IF WE OR SUCH OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE EXCLUSION OF DAMAGES IS INDEPENDENT OF YOUR EXCLUSIVE REMEDY AND SURVIVES IN THE EVENT SUCH REMEDY FAILS OF ITS ESSENTIAL PURPOSE OR IS OTHERWISE DEEMED UNENFORCEABLE. THESE LIMITATIONS AND EXCLUSIONS APPLY WITHOUT REGARD TO WHETHER THE DAMAGES ARISE FROM (1) BREACH OF CONTRACT, (2) BREACH OF WARRANTY, (3) NEGLIGENCE, OR (4) ANY OTHER CAUSE OF ACTION, TO THE EXTENT SUCH EXCLUSION AND LIMITATIONS ARE NOT PROHIBITED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF CERTAIN DAMAGES, WARRANTIES OR CONDITIONS, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
WE MAY CHANGE OR SUSPEND ACCESS TO THE SITE AND/OR SERVICES, AND WE MAY DELETE FEATURES OF THE SAME, AT ANY TIME AND FOR ANY REASON OR FOR NO REASON. WE ARE NOT RESPONSIBLE OR LIABLE FOR (1) ANY CONTENT, INCLUDING WITHOUT LIMITATION, ANY INFRINGING, INACCURATE, OBSCENE, INDECENT, THREATENING, OFFENSIVE, DEFAMATORY, TORTIOUS, OR ILLEGAL CONTENT, WHETHER IT IS PROVIDED BY USERS OR THIRD PARTIES OR (2) ANY THIRD PARTY CONDUCT OR THIRD PARTY CONTENT, TRANSMISSIONS OR DATA. IN ADDITION, WE ARE NOT RESPONSIBLE OR LIABLE FOR (1) ANY VIRUSES OR OTHER DISABLING FEATURES THAT AFFECT YOUR ACCESS TO OR USE OF THE SITE AND SERVICES; (2) ANY INCOMPATIBILITY BETWEEN THE SITE AND THE SERVICES AND SERVICES AND OTHER WEB SITE, SOFTWARE, AND OR HARDWARE; (3) ANY DELAYS OR FAILURES YOU MAY EXPERIENCE IN INITIATING, CONDUCTING, OR COMPLETING ANY TRANSMISSIONS OR TRANSACTIONS ON, WITH, OR IN CONNECTION WITH THE SITE AND SERVICES IN AN ACCURATE OR TIMELY MANNER; (4) ANY LOSS OF USER DATA, INCLUDING, WITHOUT LIMITATION, DAMAGED OR LOST USER FILES, THAT YOU MAY EXPERIENCE THROUGH OR AS A RESULT OF YOUR USE OF THE SITE AND/OR SERVICES; OR (5) ANY DAMAGES OR COSTS OF ANY TYPE ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF THE SITE AND THE SERVICES, AND THE APPLICATIONS AND SERVICES AVAILABLE FROM THIRD PARTIES AND/OR THROUGH LINKS ON OR FROM THE SITE AND SERVICES.
IF YOU ARE DISSATISFIED WITH THE SITE OR THE SERVICES, IF YOU DO NOT AGREE WITH ANY PART OF THIS CONTRACT, OR IF YOU HAVE ANY OTHER DISPUTE OR CLAIM WITH OR AGAINST ANY PARTY WITH RESPECT TO THIS AGREEMENT, THE SITE OR THE SERVICES, THEN YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE AND THE SERVICES.
In the event that, notwithstanding the foregoing disclaimers and indemnifications, we are found responsible to any user for any reason whatsoever, our responsibility shall be limited to the amounts such user has actually paid us for that user's use of the Site or the Services, and shall not include punitive damages or consequential or resulting damages of any kind.
Because Vivala does not supervise or control the interactions among or between users, and because Vivala has very limited control, if any, over the quality, safety, morality, legality, truthfulness or accuracy of various aspects of the Site and Services, you agree that you bear all risk and you agree to release Vivala (and its officers, directors, shareholders, agents, employees, affiliates, subsidiaries, and third party partners) and its designees from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, now and in the future, arising out of or in any way connected with your access of the Site or any Service, and/or Vivala resolution of any disputes among users (if any). You further waive any and all rights and benefits otherwise conferred by any statutory or non-statutory law of any jurisdiction that would purport to limit the scope of a release or waiver to the full extent that you may lawfully waive all such rights and benefits.
We can suspend or terminate your access to the Site or the Services, in whole or in part, at any time, immediately and without notice for any reason in Vivala's sole discretion, including without limitation, if you fail to comply with any of these TOS or other posted policy or guideline or your conduct is detrimental to our business or Vivala community. Any decision Vivala makes relating to suspension or termination of any user's use shall be final and binding. In the event of suspension or termination, you are no longer authorized to access the Site or the Services and you shall continue to be bound by the disclaimers, limitations of liabilities, arbitration provision, governing law and jurisdiction set forth in the TOS.
Vivala reserves the right to change, discontinue, or suspend the Site or any of the Services at any time for any reason.
These TOS, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Vivala without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.
Governing Law, Arbitration and Jurisdiction
These TOS shall be governed by the law of the state of New York, without respect to its conflict of laws principles. For any dispute you have with Vivala, you agree to first contact us and attempt to resolve the dispute with us informally. If a resolution cannot be achieved informally, we each agree to resolve any claim, dispute, or controversy (excluding claims for injunctive relief or other equitable relief) arising out of or relating to these TOS, your use of the Site, or the Services shall be resolved by arbitration in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association (the "AAA"), except as provided herein. Each party will be responsible for paying any AAA filing, administrative and arbitrator fees in accordance with AAA rules. The arbitration shall be before one independent arbitrator designated by the AAA. The location of the arbitration shall be New York, New York, unless you and Vivala agree otherwise. The award rendered by the arbitrator shall include costs of arbitration, reasonably attorneys' fees and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall prevent either party from seeking injunctive or other equitable relief from the courts for matters related to data security, intellectual property or unauthorized access to the Site or Services. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND VIVALA ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
These TOS constitute the entire and exclusive understanding and agreement between Vivala and you relating to your access and use of the Site or the Services. These TOS supersede and replace any and all prior or contemporaneous oral or written understandings or agreements between Vivala and you.
Section Headings, Severability, and Waiver
The section headings in these TOS are for convenience only and shall not be used in the interpretation of any provision. If any provision of these TOS is determined to be invalid or unenforceable, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these TOS will remain in full force and effect. The failure of Vivala to partially or fully exercise any rights or the waiver of Vivala of any breach of these TOS by you, shall not prevent a subsequent exercise of such right by Vivala or be deemed a waiver by Vivala of any subsequent breach by you of the same or any other term of these TOS. The rights and remedies of Vivala under these TOS and any other applicable agreement between you and Vivala shall be cumulative, and the exercise of any such right or remedy shall not limit Vivala's right to exercise any other right or remedy.
Vivala website is owned and operated by CMI Marketing, Inc. Our principal business offices are at 417 Fifth Avenue, 7th floor, New York, New York 10016.