Terms of Use

 

TERMS OF USE

These Terms of use (the “Terms”) – together with the other documents referenced and linked below (collectively, the “Agreement”) — describe your rights and responsibilities concerning your receipt of online services offered by VIVAZEN Apparel Inc., its subsidiaries and affiliates (collectively, “VIVAZEN”), including via the website Vivazen.com or other websites offered by VIVAZEN (collectively, the “Services”). In this Agreement, the terms “we”, “our” and “us” refer to VIVAZEN.

Your use of the Services, including through a visit of the Vivazen.com and shop.Vivazen.com websites or any other website operated by VIVAZEN (collectively, the “Website”) constitutes your acceptance of the Agreement. Therefore, please take the time to review them carefully.

If you do not agree with some or all of these terms, do not use the Website.

1. USE AND ACCURACY OF INFORMATION/PURCHASES

The Website is provided for general information only. Although VIVAZEN uses reasonable commercial efforts to ensure that the information contained on the Website is accurate, VIVAZEN does not warrant or make any representation regarding the accuracy or completeness of any information or data provided on the Website. VIVAZEN reserves the right to limit quantities or accept, reject or cancel orders at its sole discretion. You may purchase or order items for non-commercial use only.

2. OTHER TERMS

You understand and acknowledge that your use of the Services is also governed by the VIVAZEN Privacy Policy, which you have read and understand, and to which you agree. You consent to the collection, use and disclosure of your personal information by us and/or third parties in accordance with the terms of and for the purposes set forth in our Privacy Policy. In addition, you also agree that your use of the Services will also be subject to such other policies and procedures as may be conveyed to you by us from time to time, including via the Services or on the Website.

3. OWNERSHIP

All of the content on or made available via the Website, including without limitation all of the page headers, images, illustrations, photographs, graphics, audio clips, video clips, multimedia clips, interfaces and text (collectively “Material”) is the property of us or our licensors—as are all related trade-mark, copyright, patent and/or other intellectual property rights.

The Material is protected under copyright, trade-mark and other laws of Canada and other countries, and VIVAZEN owns all copyright in the selection, co-ordination, arrangement and enhancement of the Material.

All company names, brand names, trade-marks and logos are the property of their respective owners, including without limitation, all trade-marks, brand names and logos owned by VIVAZEN such as “Feel Good Relief”, “VIVAZEN” and “Drink Vivazen”. No part of the Services will be construed as granting any license or right to use any trade-marks (whether by implication or otherwise), including our trade-marks, except with our express written permission or such other party that may be the owner thereof.

4. PERMITTED USE OF THE WEBSITE; PROHIBITIONS

You may download, print and store selected portions of the Material provided that you: (a) only use these copies of the Material for your own personal, non-commercial use; (b) do not copy or post the Material on any network computer, or broadcast or redistribute the Material in any media or through any other channel; (c) do not modify or alter the Material in any way; and (d) do not delete, obscure or change any copyright, trade-mark or other proprietary notice contained in the Material.

Any use of any of the Material (whether in whole or in part) is strictly prohibited, except only and to the limited extent expressly permitted above.

For any content that you submit on the Website or through any social media platform, you grant VIVAZEN a, perpetual, irrevocable, royalty-free, transferable right and license to use, copy, modify, delete in its entirety, adapt, publish, translate, create derivative works from and/or sell and/or distribute such content and/or incorporate such content into any form, medium or technology throughout the world without compensation to you.

All content that you submit on or through the Website (or any social media platform) may be used at VIVAZEN’s sole discretion. VIVAZEN reserves the right to change, condense or delete any content on the Website (or any social media platform) that VIVAZEN deems, in its sole discretion, to violate any provision of these Terms. VIVAZEN reserves the right to remove or to refuse to post any submission for any reason. You acknowledge that you, not VIVAZEN, are responsible for the contents of your submission. None of the content that you submit shall be subject to any obligation of confidence on the part of VIVAZEN, its agents, subsidiaries, affiliates, partners or third party service providers and their respective directors, officers and employees.

By submitting content to the Website or through social media, you represent and warrant that you are the sole author and owner of the intellectual property rights in the content and that you waive all moral rights in such content. You must not submit, publish or otherwise disseminate to VIVAZEN or through the Website (or a social media platform) anything which: (a) defames, libels or invades the privacy of any person; (b) is obscene, pornographic, abusive or threatening; (c) infringes on any intellectual property or other rights of any person or entity; (d) has contaminating or destructive properties (i.e. software viruses); (e) violates any law; (f) advocates or describes any illegal activity; or (g) advertises or solicits funds for goods or services. We will fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity of anyone posting any such information or materials.

We may enforce our rights to the fullest extent of the law should you breach any of these terms and conditions.

5. LINKS

The Website may contain links to other web sites. These links are provided solely as a convenience to you and the inclusion of any link does not imply endorsement, investigation or verification by VIVAZEN of the linked web site or information contained therein. Your use of such sites and your dealings with the owners or operators thereof are at your own risk.

6. ERRORS AND INACCURACIES; CORRECTIONS

The Website may contain typographical errors or inaccuracies and may not be complete or current. Products on the Website may not be exactly as shown in photos or images. We therefore reserve the right to correct any errors, inaccuracies or omissions and to change or update information at any time without prior or any notice to you.

All Material is provided “as is”, “where is”, “as available”, without representations or warranties of any kind. TO THE FULL EXTENT PERMITTED BY LAW, VIVAZEN AND ALL DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS AND SUPPLIERS OF VIVAZEN DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS WITH RESPECT TO THE WEBSITE, ITS CONTENTS AND ALL SERVICES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, OR ARISING BY COURSE OF DEALING OR USAGE OF TRADE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE OR USE. Without limiting the foregoing, we do not represent or warrant that the Material is accurate, complete, reliable, use­­­ful, timely or current or that the Website will operate without interruption or error. We assume no responsibility, and are not liable for, any damages to your computer equipment, data or other property on account of your access to, use of, or browsing on the Website or you downloading of any Material, or inability to do any of the foregoing.

7. LIMITATION OF LIABILITY

Your use of this Website is undertaken at your own risk. Under no circumstances will VIVAZEN or any directors, officers, employees, agents, contractors and suppliers of VIVAZEN, be liable for any direct, incidental, consequential, indirect, or punitive damages arising out of your access to or use of this Website, your reliance on any Material, or any consequences flowing therefrom. VIVAZEN is not responsible for late, lost, incomplete, illegible, misdirected or stolen messages or mail, unavailable network connections, failed, incomplete, garbled or delayed computer transmissions, on-line failures, hardware, software or other technical malfunctions or disturbances or any other communications failures or circumstances affecting, disrupting or corrupting communications. THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL LOSSES AND DAMAGES OF ANY KIND (WHETHER GENERAL, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, LOSS OF DATA, INCOME OR PROFITS OR FAILURE TO REALIZE ANTICIPATED BENEFITS), WHETHER BASED IN CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

If you are dissatisfied with the Website, any Material or with this Agreement, your sole and exclusive remedy is to discontinue using the Website.

8. INDEMNIFICATION

You agree to indemnify and save harmless VIVAZEN and all directors, officers, employees, agents, contractors and suppliers of VIVAZEN (in this section, “we” and “us”) from and against any claim, cause of action, demand, cost, loss, expense or liability (including without limitation reasonable professional fees) brought against or suffered or incurred by us as a result of your use of the Website or your breach of this Agreement. When we are threatened with suit or sued by a third party, we may seek written assurances from you concerning your promise to indemnify us; your failure to provide those assurances may be considered by us to be a material breach of this Agreement. In addition, in the event we are made a party to any claim, suit or action relating to or arising from any services offered by us that is: (a) initiated by you, which is unsuccessful; or (b) initiated by a third party, who is suing you; you will reimburse us at a reasonable rate for all personnel time and expenses expended by us in response to such claim, suit or action including without limitation, all attorney fees and expenses incurred by us with respect to such response. This defense and indemnification obligation will survive termination of this Agreement and your cessation of use of the Website

9. GOVERNING LAW AND COURTS; TIMING OF CLAIMS

This Agreement and your use of the Services (including access to the Website) will be governed by and interpreted exclusively in accordance with the laws of the Province of British Columbia, and the federal laws of Canada applicable in British Columbia, excluding its conflict of laws rules and all private international laws. You further agree that despite being available from a variety of jurisdictions, the Services (including access to the Website) will be deemed solely based in the Province of British Columbia, Canada; and that the Services and the Website will be deemed to be passive in nature and not giving rise to personal jurisdiction over VIVAZEN in jurisdictions other than the Province of British Columbia. You consent and submit to the exclusive jurisdiction of the Courts located in the Province of British Columbia in all disputes arising out of or relating to your use of or inability to use the Services and this Agreement. However, you agree that nothing herein precludes VIVAZEN’s application for injunctive remedies or other urgent legal relief in any jurisdiction.

10. SEVERABILITY; WAIVER

The terms of this Agreement are severable. If any provision of this Agreement is determined to be unenforceable or invalid, then such provision will be enforced to the fullest extent permitted by applicable law, and such determination will not affect the validity and enforceability of any other remaining provisions. No consent or waiver by either party to or of any breach or default by the other party in its performance of its obligations under this Agreement will be deemed or construed to be a consent to or waiver of a continuing breach or default or any other breach or default of those or any other obligations of that party. No consent or waiver will be effective unless in writing and signed by both parties.

11. SURVIVAL

The provisions of Sections 1, 3-4 and Sections 7-12 will survive termination of the Agreement, howsoever occasioned.

12. ENTIRE AGREEMENT

This Agreement, together with those documents incorporated or referred to herein, constitute the entire agreement between you and us relating to your use of the Services and Material, and supersedes any prior understandings or agreements (whether electronic, oral or written) regarding the subject matter, and cannot be amended or modified except by our express and explicit agreement to modify this Agreement in writing, or by us making such amendments or modifications available to you pursuant to a modification of this Agreement as permitted herein. In the event of a conflict between the provisions of the Terms and the provisions of any other document or agreement incorporated or referenced herein, these Terms will govern to the extent of the inconsistency. We reserve the right to unilaterally update or modify (collectively “change”) this Agreement at any time and from time to time. We will notify you of any changes to this Agreement by posting notice of such changes on the Website. You agree that we have this right, and that your continued use of the Services following notice of such change means that you agree to and accept the amendments.

For any queries, please email info@Vivazen.com