TERMS & CONDITIONS

This VIVAZI Site is offered to you conditional on your acceptance without modification of the terms, conditions, and notices contained herein. Your use of the VIVAZI Web Site constitutes your agreement to all such terms, conditions, and notices. Your use of the VIVAZI Web Site may also be subject to additional terms outlined elsewhere on that website (the “Additional Terms”). Additionally, the VIVAZI Web Site may contain additional terms that govern particular features or offers (for example, sweepstakes or chat areas). If any of the terms, conditions, and notices contained herein conflict with the Additional Terms or other terms and guidelines contained within any particular VIVAZI web page, then these terms shall control.

PLEASE READ THE FOLLOWING TERMS OF USE AND DISCLAIMERS CAREFULLY BEFORE USING THIS WEB SITE (this “Site”). By accessing or using this Site, you agree to these terms of use, conditions and all applicable laws. If you do not agree to these terms, you may not use this Site.

THESE TERMS OF USE INCLUDE A CLASS ACTION WAIVER AND REQUIRE BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES. DETAILS ARE SET FORTH BELOW.

Use of site. Personal and non-commercial use limitation

Unless otherwise specified, the VIVAZI Web Site is for your personal and non-commercial use. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, software, products or services obtained from the VIVAZI Web Site.

You may display and, subject to any expressly stated restrictions or limitations relating to specific material, electronically copy, download and print hard copy portions of the material from the different areas of the Site solely for your non-commercial use, or to place an order with VIVAZI or to purchase VIVAZI products. Any other use of materials on this Site, including but not limited to the modification, reproduction, distribution, republication, display or transmission of the content of this Site, without prior written permission of VIVAZI is strictly prohibited.

Harassment in any manner or form on the Site, including via e-mail and chat or by obscene or abusive language is strictly forbidden. Impersonation of others, including a VIVAZI employee, host, or representative or other members or visitors on the Site is prohibited. You may not upload to, distribute, or otherwise publish through the Site any content which is libelous, defamatory, obscene, threatening, invasive of privacy or publicity rights, abusive, illegal, or otherwise objectionable, or which may constitute or encourage a criminal offense, violate the rights of any party or otherwise give rise to liability or violate any law. You may not upload commercial content on the Site or use the Site to solicit others to join or become members of any other commercial online service or other organization.

Claims

Each claim or statement about the effectiveness of VIVAZI products and each claim or statement comparing the effectiveness of VIVAZI products to the effectiveness of other products is expressly limited to the United States unless otherwise disclosed on the Site.

Disclaimer, Limitation of Liability and Indemnity

EXCEPT AS OTHERWISE EXPRESSLY PROVIDED, THIS SITE, ALL CONTENTS, AND ALL PRODUCTS AND SERVICES ARE PROVIDED ON AN ‘AS IS’ BASIS. VIVAZI DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. VIVAZI DOES NOT WARRANT THAT YOUR USE OF THIS SITE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THIS SITE OR ITS SERVER ARE FREE OF VIRUSES OR OTHER HARMFUL ELEMENTS. ALTHOUGH VIVAZI ENDEAVORS TO PROVIDE ACCURATE INFORMATION, IT DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE ACCURACY OR RELIABILITY OF INFORMATION ON THIS SITE. YOUR USE OF THE SITE IS AT YOUR OWN RISK. NEITHER VIVAZI NOR ITS AFFILIATED OR RELATED ENTITIES OR ITS VENDORS OR CONTENT PROVIDERS SHALL BE LIABLE TO ANY PERSON OR ENTITY FOR ANY DIRECT OR INDIRECT LOSS, DAMAGE (WHETHER ACTUAL, CONSEQUENTIAL, PUNITIVE, SPECIAL OR OTHERWISE), INJURY, CLAIM, OR LIABILITY OF ANY KIND OR CHARACTER WHATSOEVER BASED UPON OR RESULTING FROM YOUR USE OR INABILITY TO USE THIS SITE, OR ANY INFORMATION OR MATERIALS PROVIDED ON THE SITE.

VIVAZI IS NOT LIABLE FOR ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY USER. IF YOU ARE DISSATISFIED WITH THE SITE OR ANY MATERIALS ON THE SITE, OR WITH ANY OF VIVAZI’S TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE. YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS VIVAZI, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, DISTRIBUTORS, VENDORS AND AFFILIATES FROM AND AGAINST ANY AND ALL THIRD PARTY CLAIMS, DEMANDS, LIABILITIES, COSTS OR EXPENSES, INCLUDING REASONABLE ATTORNEYS’ FEES, RESULTING OR ARISING OUT OF YOUR BREACH OF ANY OF THESE TERMS OF USE. CERTAIN PROVISIONS OF THE PRECEDING PARAGRAPH MAY NOT APPLY TO CONSUMERS WITHIN THE STATE OF NEW JERSEY OR IN OTHER JURISDICTIONS WHERE PROHIBITED BY LAW.

Denial of Access

These Terms of Use constitute an agreement that is effective unless and until terminated by VIVAZI. If in VIVAZI’s sole discretion you fail to comply with any term or provision of this agreement, VIVAZI may deny you access to the Site. In the event of denial of access by VIVAZI, you are no longer authorized to access the Site, and the restrictions imposed upon you concerning material copied or downloaded, and the disclaimers and limitations of liabilities outlined in these Terms of Use, shall continue in force. These Terms of Use constitute the entire agreement between you and VIVAZI relating to the subject matter addressed herein.

Disputes

Our Customer Service Specialists are ready to assist you and address your concerns—email [email protected] or call 1-929-263-2246. If you have any questions or concerns regarding how VIVAZI  manages, accesses or uses your personal information, please write us at 2700 Post Oak Blvd. 21st Floor, Houston, TX 77056, email [email protected] or call 1-929-263-2246.

In the event that our customer service team is unable to resolve your concern, by using this Site you unconditionally agree that all claims relating to your access or use of our Site, including all disputes arising out of, or related to, any products or services purchased from VIVAZI through our Site, will be resolved entirely through binding individual arbitration, rather than in court. You may also assert individual claims in small claims court if your claims otherwise qualify. The Federal Arbitration Act and federal arbitration law apply to this agreement.

Note: There is no judge or jury in arbitration, no class actions, and court review of an arbitration award is limited. An arbitrator, however, can award on an individual basis the same damages and relief as a court, including injunctive and declaratory relief or statutory damages, and must follow these Terms of Use as a court would.

To begin an arbitration proceeding, you may send a letter requesting arbitration and describing your claim to VIVAZI, 2700 Post Oak Blvd. 21st Floor, Houston, TX 77056. You agree that the arbitration will be conducted by either the American Arbitration Association (‘AAA’), adr.org, 1-800-778-7879, or the Judicial Arbitration and Mediation Services (‘JAMS’), jamsadr.com, 1-800-352-5267.

You can contact AAA or JAMS to find out more information on how to commence an arbitration proceeding. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s or JAMS’ applicable rules. We will reimburse those fees for claims totaling less than $10,000. Likewise, VIVAZI will not seek attorneys’ fees and costs in arbitration. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the United States in the county where you live or at another mutually agreed location.

We each agree to bring any dispute in arbitration on an individual basis only, and not on a class, consolidated, representative or collective action basis. If for any reason a claim proceeds in court rather than in arbitration, we each waive any right to a jury trial or to participate in a class action against the other. Also, we both agree that we each may bring suit in court to enjoin infringement or other misuse of intellectual property rights.

THIS SECTION LIMITS CERTAIN RIGHTS, INCLUDING THE RIGHT TO MAINTAIN A COURT ACTION, THE RIGHT TO A JURY TRIAL, THE RIGHT TO PARTICIPATE IN ANY FORM OF CLASS OR REPRESENTATIVE CLAIM, THE RIGHT TO ENGAGE IN DISCOVERY EXCEPT AS PROVIDED IN AAA OR JAMS RULES, AND THE RIGHT TO CERTAIN REMEDIES AND FORMS OF RELIEF. OTHER RIGHTS THAT YOU OR VIVAZI WOULD HAVE IN COURT ALSO MAY NOT BE AVAILABLE IN ARBITRATION.

Applicable Law

The law applicable to the interpretation and construction of these Terms of Use and any transaction (including purchases made on this Site) using or related to the Site, shall be the Federal Arbitration Act, applicable federal laws and the laws of the State of Texas, USA, without regard to principles of conflict of laws, but subject to the Federal Arbitration Act and other federal law relating to the arbitrability of claims.

You agree that all matters relating to your access to or use of the Site, including all disputes, will be governed by the laws of the United States and by the laws of the State of Texas.

Copyrights and trademarks

The entire content included in this Site, including but not limited to text, design, graphics, interfaces, or code and the selection and arrangements thereof is copyrighted as a collective work under the United States and other copyright laws, and is the property of VIVAZI. The collective work includes works that are licensed to VIVAZI. All trademarks, service marks, and trade names (collectively the “Marks”) are trademarks or registered trademarks of and are proprietary to VIVAZI, or other respective owners that have granted VIVAZI the right and license to use such Marks.

Typographical errors

In the event a VIVAZI product or service is listed at an incorrect price due to typographical error or error in pricing information received from our suppliers, VIVAZI shall have the right to refuse or cancel any orders placed for product or service listed at the incorrect price. VIVAZI shall have the right to refuse or cancel any such orders whether or not the order has been confirmed and your credit card charged. If your credit card has already been charged for the purchase and your order is canceled, VIVAZI shall issue a credit to your credit card account in the amount of the incorrect price.

User participation

VIVAZI does not and cannot review all communications and materials posted to or created by users accessing the Site and is not in any manner responsible for the content of these communications and materials. You acknowledge that by providing you with the ability to view and distribute user-generated content on the Site, VIVAZI is merely acting as a passive conduit for such distribution and is not undertaking any obligation or liability relating to any contents or activities on the Site. However, VIVAZI reserves the right to block or remove communications or materials that it determines to be (a) abusive, defamatory, or obscene, (b) fraudulent, deceptive, or misleading, (c) in violation of a copyright, trademark or; other intellectual property right of another or (d) violates any law or regulation or (e) offensive or otherwise unacceptable to VIVAZI at its sole discretion. Note that VIVAZI will treat any personally identifiable information you may post or transmit by VIVAZIs Privacy Policy.

Comments, Feedback, and Other Submissions

We welcome your comments and feedback regarding our Site, our products, and our services. We do not, however, accept confidential or proprietary information. Accordingly, all comments, feedback, ideas, suggestions, materials, information and other submissions disclosed, submitted or offered to VIVAZI using this Site or otherwise (collectively, ‘Comments’) are not confidential and will become and remain VIVAZI’s property. The disclosure, submission or offer of any Comments will constitute an assignment to VIVAZI of all worldwide rights, titles and interests and goodwill in the Comments without payment of any compensation. Comments submitted by you must not violate any right of any third party, and must not contain any libelous, abusive, obscene or otherwise unlawful material.

The Contents are intended solely for your personal, non-commercial use. You may copy other Contents displayed on the Site for your personal, non-commercial use only. No right, title or interest in any Contents is granted or transferred to you as a result of any such copying. Except as noted above, you may not reproduce, publish, transmit, distribute, display, modify, create derivative works from, sell or participate in any sale of, or exploit in any way, any of the Contents or the Site. Unauthorized use of the Contents is expressly prohibited by law and may result in severe civil and criminal penalties.

User chat rooms

VIVAZI may, but is not obligated to, monitor or review any areas on the Site where users transmit or post Communications or communicate solely with each other, including but not limited to chat rooms, bulletin boards or other user forums, and the content of any such Communications. VIVAZI, however, will have no liability related to the content of any such Communications, whether or not arising under the laws of copyright, trademarks, libel, privacy, obscenity, or otherwise.

Links to Other Websites and Services

This Site may include links to other Internet sites maintained by third parties (‘Linked Sites’). VIVAZI provides Linked Sites to you solely as a convenience, and the inclusion of Linked Sites does not imply endorsement by VIVAZI of the Linked Sites. You access Linked Sites at your own risk, and by accessing them, you leave the VIVAZI Site. Linked Sites are not under the control of VIVAZI and VIVAZI is not responsible for the contents of any Linked Site.

Site Policies, Modification, and Severability

Please review our other policies posted on this Site. These policies also govern your use of VIVAZI services and products. We reserve the right to make changes to our site, policies and these Terms of Use at any time and will provide notice of such changes if or as required by law. If any of these conditions shall be deemed invalid, void or for any reason unenforceable, that condition shall be deemed severable and shall not affect the validity and enforceability of any remaining condition.

Effective Date January 13, 2018