Last Revised: October 4, 2023
Vivid Effective Change Ltd. (“Vivid”, “Company”, “we”, “our” or ”us”) welcomes you (the “User(s)” or “you”) to our website at www.vivid.me and its subdomains (collectively, the “Site”), and to our mobile application "VIVID－Concrete Personal Growth" (the “App”). The App and/or the Site serve as a community based self-growth platform (collectively, our “Services”, as further detailed below). Each of the App’s and/or the Site's Users may use it in accordance with the terms and conditions hereunder.
Unless context requires otherwise, the term “Users” or “you” includes Assisting Users (as defined below).
By installing and/or downloading, connecting to, and accessing the App, and/or by entering, connecting to, accessing or using the Site, you acknowledge that you have read and understood the following terms of use, including the terms of our Privacy Policy available at: www.vivid.me/privacy-policy (the “Privacy Policy”) (collectively, the “Terms”) and you agree to be bound by them and to comply with all applicable laws and regulations regarding your use of our App and/or the Site and you acknowledge that these Terms constitute a binding and enforceable legal contract between the Company and you.
IF YOU DO NOT AGREE TO THESE TERMS, OR IF YOU DO NOT POSSES THE LEGAL CAPACITY TO ENTER INTO THESE TERMS, PLEASE DO NOT ENTER TO, CONNECT TO, ACCESS OR USE OUR APP AND/OR THE SITE IN ANY MANNER, DO NOT INSTALL THE APP AND/OR PROMPTLY UNINSTALL THE APP FROM YOUR DEVICE.
The App and/or the Site and/or the Services are available only to individuals who (a) are at least sixteen (16) years old; and (b) possess the legal capacity to enter into these Terms and to form a binding agreement under any applicable law or have received the required consent from their legal guardian to enter into these Terms. Therefore, you hereby represent that you possess the legal authority to enter into these Terms and to form a binding agreement under any applicable law, to use the App and/or the Site and/or the Services in accordance with these Terms, and to fully perform your obligations hereunder.
The App serves as a community based self-growth platform that assists Users with identifying effective ways to remove internal obstacles and empowers wellbeing professionals or other third parties (collectively, the “ Assisting User(s)”) in assisting with this process, including by offering and assisting in the implementation of wellbeing plans and workshop-based projects, providing coaching or therapy based projects and sharing methodologies and plans with the App’s community. The App and/or the Site may include personalized recommendations and wellbeing plans, dedicated community forums and chat features which enable Users to communicate with Assisting Users .
The App and/or the Site include our proprietary content, such as information, videos, text, logos, buttons, icons, images, data compilations, links, other specialized content, technical data, documentation, know-how, specifications materials, designs, data, the “look and feel” of the App and/or the Site, videos, algorithms, source and object code, interface, GUI, interactive features related graphics, illustrations, drawings, animations, Third Party Content (as defined below) and other features obtained from or through the App and/or the Site (collectively, the “Content”).
The Company’s App and/or the Site and any services offered via the App and/or the Site shall collectively be referred to herein as the “Services”.
Please note:
ALL RIGHTS IN AND TO THE APP AND/OR THE SITE, THE SERVICES AND/OR THE CONTENT ARE RESERVED TO VIVID OR ITS LICENSORS.
THE APP AND/OR THE SITE AND/OR SERVICES AND/OR CONTENT AVAILABLE THEREIN ARE PROVIDED ON AN “AS IS” BASIS. YOUR USE OF THE APP AND/OR THE SITE, THE SERVICES, AND/OR THE CONTENT, IS ENTIRELY AT YOUR OWN RISK. VIVID DOES NOT, EITHER EXPRESSLY OR IMPLICITLY IN ANY MANNER ASSUME ANY RESPONSIBILITY FOR ANY LOSS, INJURY AND/OR DAMAGES INCURRED AS A RESULT, OR IN CONNECTION WITH, THE USE OF THE APP AND/OR THE SITE AND/OR THE SERVICES AND/OR USER CONTENT AND/OR USER DATA AND/OR CONTENT, ANY DECISION MADE OR ACTION TAKEN OR NOT TAKEN IN RELIANCE ON THE USE OF THE APP AND/OR THE SITE AND RELATED SERVICES, INCLUDING ANY ASSISTING USERS’ SERVICES. YOUR USE OF THE APP AND/OR THE SITE AND/OR THE CONTENT IS ENTIRELY AT YOUR OWN RISK.
PLEASE NOTE THAT WE DO NOT WARRANT THAT THE APP AND/OR THE SITE AND/OR SERVICES WILL BE ERROR FREE. THE APP AND/OR THE SITE ARE NOT INTENDED FOR STORAGE, BACKUP AND/OR MANAGEMENT OF USER DATA, AND ANY DATA THAT YOU UPLOAD TO THE APP AND/OR THE SITE IS UPLOADED AT YOUR OWN RISK. YOU ARE RESPONSIBLE FOR ENSURING THAT YOU MAINTAIN BACKUP COPIES OF ALL DATA, INCLUDING ANY USER DATA, THAT YOU UPLOAD TO THE APP AND/OR THE SITE. WE DO NOT ACCEPT ANY LIABILITY FOR ANY LOSS OF SUCH DATA.
WITHOUT DEROGATING FROM THE GENERALITY OF THE FOREGOING, WE ARE NOT LIABLE FOR ANY LOSS OR DAMAGE RELATED TO (I) ANY ADVICE, INSTRUCTIONS AND/OR THIRD PARTY CONTENT THAT USERS OR ASSISTING USERS ISSUE TO OTHER USERS; OR (II) ANY USER DATA AND THIRD PARTY CONTENT AND THE OUTCOME OF THEIR USE, DISPLAY OR DISSEMINATION.
Users who wish to use and access the App and/or the Site and the Services are required to sign-in by providing with certain information, as detailed in our Privacy Policy (the “Account”). We may also send you a text message with a security code, to authenticate your Account and ensure its security.
You must implement and maintain reasonable physical, technical safeguards to maintain and protect the device on which you have installed the App or using the Site and your Account. You must not disclose your passwords and the ways of accessing your device to others. You may not assign or transfer your rights or delegate your duties under the Account without the prior written consent of Vivid. You must notify us immediately of any unauthorized use of your Account or any other breach of security and in such events act in accordance with the Company’s reasonable instructions. We cannot and will not be liable for any loss or damage arising from any failure of yours to comply with these Terms, i.e., if someone else accesses your Account.
You must safeguard and not disclose your username and password of your Account and supervise the use of such Account. You must provide accurate and complete information for creating an Account and you agree to not misrepresent your identity or your Account information. You agree to keep your Account information up to date and accurate.
You are solely and fully responsible for maintaining the confidentiality of your password and Account and for all activities that occur under your Account. If we believe, in good faith, that you have created an Account impersonating another person, such Account may expose you to civil and/or criminal liability.
We note that we can suspend access to your Account if we believe, in our sole discretion, that one (or more) of the following events have occurred: (a) there is risk to the security or privacy of your Account; (b) there is a threat to the security or integrity of our network or our servers; (c) suspension is needed to protect the rights, property or safety of Vivid, its Users or the public; (d) there is a basis for termination of your Account; (e) you have violated these Terms; and/or (f) we are required to by law. We may provide you a notice in the event of any such suspension. During such suspension, you will not have the ability to use or access your Account. In the event that we will determine, in our sole discretion, that the reason for suspension of access to your Account has been resolved, we will restore access to your Account.
CANCELLING YOUR ACCOUNT MAY CAUSE THE LOSS OF THE FEATURES OR CAPACITY OF YOUR ACCOUNT AND ALL DATA UPLOADED. WE DO NOT ACCEPT ANY LIABILITY FOR SUCH LOSS.
The following shall apply to the extent that you use the App and/or the Site in your capacity as an Assisting User, and by entering into these Terms, you agree, acknowledge, represent and warrant, on your behalf and on behalf of any person using the App and/or the Site on your, or your organization’s behalf, that:
Certain features and content of the App are subject to a subscription to a monthly or an annually payment plan, in accordance with the payment model specified in the applicable subscription terms that will be provided to you during the purchase process within the App or the Site (“Subscription”).
The Subscription will be billed, immediately starting at the time of the Subscription purchase. To the extent applicable, if you do not provide your credit card or other payment information to Vivid before the expiration of any free trial period, your Account will be suspended until payment information and charge authorization are provided. You will be promptly billed and, if applicable, any trial period will terminate. Thereafter, your Subscription will renew automatically based on your plan’s renewal cycle. You will receive a receipt upon each payment received.
If you fail to pay your subscription fee on time, or if your credit card payment information is entered in error or does not go through for processing and you do not update payment information upon our request, your entire Subscription may be suspended or cancelled.
Unless otherwise stated, our charges do not include any taxes, levies, duties or similar governmental assessments, including VAT, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (collectively “Taxes”). You are responsible for paying Taxes except those assessable against Vivid based on its income. We will invoice you for such Taxes if we believe we have a legal obligation to do so.
Vivid reserves the right to modify the fees and prices for its Services at any time and at its sole discretion. Such pricing changes will NOT affect your already paid-up Subscription period. Existing Accounts shall receive an email notification of price changes at least 30 days before such change takes place. The price change must be accepted by you via a reply email before the price change is scheduled to be applied. If no written notification of acceptance is received, your account shall be suspended for 30 days (all services will be stopped). At the end of such 30 days, your account shall be canceled.
Cancelations and Subscription Pause: You can cancel or pause your Subscription at any time, and you can do so via: (a) the settings of your Subscription on the App and/or the Site; (b) sending us an e-mail ,that includes the e-mail address you provided us when you signed up to the Services and/or created your Account, to subscriptions@vivid.me or; (c) to the extant the User paying for the applicable Subscription via third party payment method, such as Google or Apple pay, the User can cancel such Subscription via the relevant third party payment supplier. For further assistance regarding canceling or pausing a Subscription, please contact us via the email address below.
The cancellation notice will take effect up to three (3) business days after the receipt of such notice by Vivid. Notices received by mail will come into effect approximately six (6) business days after the receipt of the notice by Vivid.
Coupons: The User may use a coupon code by entering to the App and/or the Site via designated link that will allow the User, when purchasing a Subscription, to redeem a benefit received from Vivid or its partners (the "Coupon"). Please note, the Coupon is provided for your personal use only. Vivid is not responsible to and has no liability in connection with the use by third parties of such Coupon provided to you, and Vivid does not guarantee that the Coupon will work when used by third parties. Please note that we may limit the use of Coupons, including the redemption period and the number of Coupons that can be redeemed. It is hereby clarified that Vivid has no obligation to grant any discounts, benefits or Coupons, and these will be granted at Vivd's sole discretion, from time to time.
Special consideration and provisions for well-being professionals: if you use the App and/or the Site and/or the Services in your capacity as a well-being professional, you may be required to be bound and confirm additional separated terms with respect to well-being professional's payment terms which will be provided you via e-mail by us, and which are incorporated herein by reference.
Payments of your subscription will be processed via certain online payment service providers, such as Paypal (“Online Payment Processors”). We may add or change the Online Payment Processors in our sole discretion. The Online Payment Processors enable you to send payments securely online using a credit card, debit card or bank account. We do not control and are not affiliated with such Online Payment Processors. These Online Payment Processors are independent contractors and have no employment or agency relationship with Vivid. Vivid is not responsible in any way for the actions or performance (or lack thereof) of the Online Payment Processors. The use of the Online Payment Processors is at your own risk. It is your responsibility to abide by all the terms specified by the Online Payment Processors in their terms of use and privacy policies. You acknowledge that you are fully assuming the risks of conducting any transactions via the Online Payment Processors.
There are certain conducts which are strictly prohibited when using the App and/or the Site and Services. Please read the following restrictions carefully. Failure to comply with any of the provisions set forth herein may result (at the Company’s sole discretion) in the termination of your use of the Services and may also expose you to civil and/or criminal liability.
You may not (and you may not permit any third party to), unless otherwise explicitly permitted under these Terms: (a) use the App and/or the Site for any illegal, immoral, unlawful and/or unauthorized purposes; (b) use the App and/or the Site and/or the Services for non-personal or commercial purposes; (c) remove or disassociate, from the App and/or the Site any restrictions and signs indicating proprietary rights of the Company or its licensors, including but not limited to any proprietary notices contained in such materials (such as ©,™, or ®) and you represent and warrant that you will abide by all applicable laws in this respect; (d) interfere with or violate Users’ rights to privacy and other rights, or harvest or collect personally identifiable information about Users without their express consent, whether manually or with the use of any robot, spider, crawler, any search or retrieval application or use other manual or automatic device, process or method to access the App and/or the Site and retrieve, index and/or data-mine information; (e) interfere with or disrupt the operation of the App and/or the Site or the servers or networks that host them, or disobey any laws, regulations, requirements, procedures, or policies of such servers or networks; (f) falsely state or otherwise misrepresent your affiliation with any person or entity, or express or imply that the Company endorses you, your site, your business or any statement you make, or present false or inaccurate information about the Services; (g) take any action that imposes, or may impose, an unreasonable or disproportionately large load on our platform infrastructure, as determined by us; (h) bypass any measures we may use to prevent or restrict access to the App and/or the Site; (i) copy, modify, alter, adapt, replicate, make available, translate, port, reverse engineer, decompile, or disassemble any portion of the Content made available by Vivid on or through the App and/or the Site, or publicly display, reproduce, create derivative works from, perform, distribute, or otherwise use such Content; (j) copy, distribute, display, make available to the public, reduce to human readable form, decompile, disassemble, adapt, sublicense, make any commercial use, sell, rent, transfer, lend, process, compile, reverse engineer, combine with other software, translate, modify or create derivative works of any material that is subject to the Company’s proprietary rights, including the Company’s Intellectual Property (as such term is defined below), in any way or by any means, unless expressly permitted under any applicable laws; (k) make any use of the Content on any site or networked computer environment for any purpose without our prior written consent; (l) create a browser or border environment around the Content (no frames on inline linking is allowed); (m) sell, license, or exploit for any commercial purposes any use of or access to the App and/or the Site and/or Content; (n) frame or mirror any part of the App and/or the Site without our prior express written authorization; (o) create a database by systematically downloading and storing all or any of the Content from the App and/or the Site; (p) transmit or otherwise make available in connection with the App and/or the Site any virus, worm, Trojan Horse, time bomb, spyware, or any other similar computer code, that may or is intended to damage or hijack the operation of any hardware, software or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component; (q) use the Services for any purpose for which the App and/or the Site and/or the Services are not intended; and/or (r) infringe and/or violate any of the Terms.
The App and/or the Site may allow Users to upload to the App and/or the Site certain content and information, including personal data (collectively, “User’s Data” or “User Data”). You hereby agree that the User’s Data is uploaded to the App and/or the Site at each User’s sole discretion, the Company does not verify or monitor such User’s Data and as such you acknowledge that the User’s Data may contain errors and may be inaccurate and/or incomplete. Your use and reliance on User’s Data is at your own risk and the Company assumes no responsibility or liability for your reliance on User’s Data.
As long as the User Data is subject to the applicable copyright law, such User Data shall remain at all times, and to the extent permitted by law, the sole and exclusive property of the User. You represent and warrant that you are the rightful owner of the User Data you upload to the App and/or the Site or that you have (and will continue to have) all the necessary licenses, rights, consents, and permissions from the licensors of such User Data and that such User Data does not infringe any third party's intellectual property rights, privacy rights or publicity rights.
You understand and agree that you are solely responsible for your User Data and the consequences of uploading such User Data to the App and/or the Site. The Company will not bear any liability for any loss, damage, cost or expense that you may suffer or incur as a result of or in connection with uploading any User Data. You expressly agree that the Data will not include any unsolicited promotions, advertising, contests or raffles. You agree that you will not post or upload any User Data containing content which (i) is unlawful for you to possess, post or upload in the country in which you are resident, (ii) would be unlawful for the Company to use or possess in connection with the App and/or the Site, (iii) breaches the rights of third parties (including, without limitation any intellectual property rights), and/or (iv) is defamatory, vulgar, libelous, pornographic, indecent, harassing, threatening, abusive or fraudulent, or promotes or induces illegal activity. The foregoing is by no means a comprehensive list and the Company reserves the right to add further clarifications as to which User Data may be considered as prohibited for the purposes of these Terms.
When you upload, post, publish or make available any User Data on the App and/or the Site, you grant to (i) Company an irrevocable, perpetual, non-exclusive, royalty-free, transferable, assignable, fully sub-licensable and worldwide license, to use the User Data in order to provide the Services; and (ii) other Users, including Assisting Users a non-exclusive and royalty-free license to access your User Data through the App and/or the Site and to use such User Data solely for personal and non-commercial purposes, or in case of Assisting Buddies to provide you with the Assisting Services. The Company shall not bear any liability for any use by any third party of the User Data. In addition, you hereby explicitly waive any moral right you may have in and to the User Data and forever waive and agree not to claim or assert any entitlement to any and all moral rights in any of the User Data.
VIVID TAKES NO RESPONSIBILITY AND ASSUMES NO LIABILITY FOR ANY USER DATA UPLOADED, POSTED, PUBLISHED AND MADE AVAILABLE BY YOU OR ANY THIRD PARTY, OR FOR ANY LOSS OR DAMAGE THERETO, NOR IS THE COMPANY RESPONSIBLE FOR ANY MISTAKES, DEFAMATION, LIBEL, FALSEHOODS, OBSCENITIES OR PORNOGRAPHY YOU OR ANY OTHER THIRD-PARTY MAY ENCOUNTER.
Vivid may create limits on the use of the Services including limitation on size and storage space available for Users to upload User Data.
Although Vivid has no obligation to screen, edit or monitor any of the User Data, Vivid explicitly reserves the right, at its sole discretion, to remove or edit, without giving any prior notice, any User Data available on the App and/or the Site at any time and for any reason, and you are solely responsible for creating backup copies of and replacing any User Data you post or store on the App and/or the Site at your sole expense.
The Company may use in any manner anonymous information which derives from the use of the App and/or the Site and the User Data (i.e., non-identifiable information, aggregated or analytics information), in order to provide and improve Company's products and services and for any legitimate business purpose. The company is and shall remain the sole and exclusive owner of the analytics information.
When you uninstall or remove the App from your mobile device, or otherwise in case of damage of theft of the device, all User's Data may be permanently lost. Vivid takes no responsibility and assumes no liability for any User's Data and/or other kind of records uploaded to the App and/or the Site and for any loss or damage thereto or for any loss or damage such loss of User's Data may cause you or any third parties.
We care for your safety. If you believe a User acted inappropriately including (but not limited to) offensive, violent or sexually inappropriate behavior, please report immediately such person to the appropriate authorities and to us at safety@vivid.me.
Vivid respects the intellectual property rights of others. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide the following information in writing to Vivid Copyright Agent: (i) a physical or electronic signature of a person authorized to act on behalf of the owner of the copyright; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of the material that you claim 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 sufficient to permit Vivid to locate the material; (iv) information so that Vivid can contact you, such as address, telephone number and e-mail address; (v) a statement that you believe in good faith that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; (vi) a statement that the information in the notification is accurate and, under penalty of perjury, that you are the copyright owner or are authorized to act on behalf of the owner of a copyright that is allegedly infringed. Vivid Copyright Agent can be reached at: copyright@vivid.me.
Vivid has the sole discretion to restrict and/or terminate access to the Site and/or the App to Users who are deemed to be repeat infringers of third party's copyright works or Users who acted inappropriately as specified above.
The App and/or the Site contains areas in which you or other Users may share and/or review photos, interesting experiences, locations, stories and tips (“Interactive Areas”). You are solely responsible for your use of such Interactive Areas. As a provider of interactive services, Vivid is not liable for any statements, representations or content provided by its Users in its Interactive Area.
To use the App and/or the Site and/or Services you must be over the age of sixteen (16). We reserve the right to request proof of age at any stage so that we can verify that minors under the age of sixteen (16) are not using the App and/or Services. In the event that it comes to our knowledge that a person under the age of sixteen (16) is using the App and/or the Site and/or the Services, we will prohibit and block such User from accessing the App and/or the Site and/or Services and will make all efforts to promptly delete any Personal Information (as such term is defined in our Privacy Policy) with regard to such User.
We respect your privacy and are committed to protecting the information you share with us. We believe that you have a right to know our practices regarding the information we collect when you connect to, access or use the App and/or the Site. Our policy and practices and the type of information collected are described in detail in our Privacy Policy at www.vivid.me/privacy-policy which is incorporated herein by reference. You agree that the Company may use and process personal information that you provide or make available to it in accordance with the Privacy Policy. IF YOU INTEND TO ACCESS OR USE THE APP AND/OR THE SITE, YOU MUST FIRST READ AND AGREE TO THE PRIVACY POLICY.
The App and/or the Site (including our technology and our platform) and the Content included therein and all intellectual property rights pertaining thereto, including, but not limited to, inventions, patents and patent applications, trademarks, trade names, service marks, copyrightable materials, and trade secrets, whether or not registered or capable of being registered (collectively, “Intellectual Property”), are owned by and/or licensed to the Company and are protected by applicable copyright and other intellectual property laws and international conventions and treaties. The Terms do not convey to you an interest in or to the Company's Intellectual Property but only a limited revocable right of use in accordance with the Terms.
Use of any Company’s registered or unregistered trademarks, service marks or logos and of all other third party trademarks, service marks, trade names and logos which may appear on the App and/or the Site is strictly prohibited and may be a violation of applicable trademark laws.
Subject to the terms hereof, the Company hereby grants to you, and you accept, a personal, nonexclusive, non-transferable, non-sublicensable and fully revocable limited license to use the App and/or the Site (including the Content) in accordance with the terms included in these Terms.
To the extent you provide any feedback, comments or suggestions to the Company regarding the App and/or the Site, whether within the App or otherwise (collectively, the “Feedback”), the Company shall have an exclusive, royalty-free, fully paid up, worldwide, perpetual and irrevocable license to incorporate the Feedback into the App, any Company’s current or future products, technologies or services and use such Feedback for any purpose all without further compensation to you and without your approval. You agree that all such Feedback shall be deemed non-confidential. Further, you warrant that your Feedback is not subject to any license terms that would purport to require us to comply with any additional obligations with respect to any of our current or future products, technologies or services that incorporate any Feedback.
The Company’s marks and logos and all other proprietary identifiers used by the Company in connection with the App and/or the Site (“Company Trademarks”) are all trademarks and/or trade names of the Company, whether or not registered. All other trademarks, service marks, trade names and logos which may appear on the App belong to their respective owners (“Third Party Marks”). No right, license, or interest to the Company Trademarks and the Third Party Marks is granted hereunder, and you agree that no such right, license, or interest may be asserted by you with respect thereto and therefore you will avoid using any of those marks, except as permitted herein.
Certain links provided herein may permit our Users to leave our App and/or the Site and enter non-Company sites. These linked sites and services are not under our control and it is not responsible for the availability of such external sites or services, and does not endorse and is not responsible or liable for any content including but not limited to content advertising, products or other information on or available from such linked sites and services or any link contained in linked sites or services. In addition, we are not responsible or liable for such linked sites and services’ privacy practices and/or any other practices. Your access to, use of and reliance upon any such sites, services and content and your dealings with such third parties are at your sole risk and expense. We reserve the right to terminate any link at any time. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused, by or in connection with use of or reliance on any site, content, products or other materials available on or through such linked sites or resource. Most of such linked sites and services provide legal documents, including terms of use and privacy policy, governing the use thereof. It is always advisable, and we encourage you to read such documents carefully before using those sites and services, inter alia, in order to know what kind of information about you is being collecting.
The Service may include social sharing and posting features and other integrated tools (for example the Facebook “Like” and “Share” buttons, sharing and posting content via Twitter, YouTube, Facebook, Google+ and e-mail etc.) (“Social Features”).
The Social Features are operated or allow for social integration with certain third party social networks or third party platforms (“Social Network” or “Platform”). These are created and maintained by third parties who are not affiliated with and/or controlled by Vivid. If you enable this integration, your use of the Social Features is subject to the applicable third party Social Network or Platform terms of use and privacy policies. If you do not agree to the practices described in such terms you should disable our App's and/or the Site's integration with such Social Networks or Platforms, however you may find that you are not able to enjoy all the features available by our Service. Vivid is not responsible and has no liability for your use of such Social Networks or Platforms.
Since you are downloading the App from a third party platform, service provider or distributor (“Platform Provider”) your use of the App may also be governed by usage rules which the Platform Provider may have established and which relate to your use of the App (“Usage Rules”). Certain Usage Rules are described below, but other Usage Rules may apply, and it is your responsibility to determine what other Usages Rules are applicable to your use of the App. You undertake to comply with all the applicable Platform Provider’s Usage Rules and the Usage Rules applicable to your use of the App are incorporated herein by reference. In the event of a conflict between the Terms and the terms of any applicable Usage Rules, which relates solely to the Platform Provider’s representations, warranties, restrictions on use of the App, obligations, limitation of liability (to the extent applicable to the Platform Provider) other provisions that impose any responsibility on the Platform Provider, the terms of the applicable Platform Provider’s Usage Rules shall prevail. You represent that you are not prohibited by any applicable laws or Usage Rules from downloading and/or using the App. Any download and/or use of the App by anyone prohibited by any applicable laws or Usage Rules from downloading and/or using the App is expressly prohibited.
Apple Inc.
The following applies to you if you downloaded the App from the Apple App Store (“Licensed Application“): You acknowledge and agree that (i) the license granted herein is limited to a non-transferable license to use the Licensed Application on an Apple branded device that you own or control, (ii) these Terms are solely between you and the Company, not Apple Inc. (“Apple“), and that Apple has no responsibility for the Licensed Application or content thereof, (iii) your use of the Licensed Application must comply with Usage Rules established by Apple, as set forth in the App Store Terms of Service effective as of the date you enter into these Terms, except that such Licensed Application may be accessed and used by other accounts associated with you via Apple’s Family Sharing or volume purchasing; and (iv) Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Licensed Application.
In the event of any failure of the Licensed Application to conform to any applicable warranty, you may notify Apple, and Apple will refund you the purchase price you paid, if any, for the Licensed Application. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Licensed Application, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by these Terms of Use and any law applicable to the Company as provider of the App.
The Company and you acknowledge that the Company, and not Apple, is responsible for addressing any claims relating to the Licensed Application or your possession and/or use thereof, including, but not limited to: (i) product liability claims; (ii) any claim that the Licensed Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy, or similar legislation.
You hereby represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
You acknowledge that, in the event of any third party claim that the Licensed Application or your possession and use thereof infringes that third party's intellectual property rights, the Company, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim. You acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms of Use, and that, upon your acceptance of these Terms of Use, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms of Use against you as a third party beneficiary thereof.
The App and/or the Site may use or include third party software, files and components that are subject to open source and third party license terms (“Third Party Components“). Your right to use such Third Party Components as part of, or in connection with, the App and/or the Site are subject to any applicable acknowledgements and license terms accompanying such Third Party Components, contained therein or related thereto. If there is a conflict between the licensing terms of such Third Party Components and these Terms, the licensing terms of the Third Party Components shall prevail in connection with the related Third Party Components. These Terms do not apply to any Third Party Components accompanying or contained in the App and/or the Site and Vivid disclaims all liability related thereto. You acknowledge that Vivid is not the author, owner or licensor of any Third Party Components, and that Vivid makes no warranties or representations, express or implied, as to the quality, capabilities, operations, performance or suitability of Third Party Components. Under no circumstances shall the App and/or the Site or any portion thereof (except for the Third Party Components contained therein) be deemed to be “open source“ or “publicly available“ software.
The Services may incorporate third-party advertisements. All the information contained in such advertisements and commercials, belongs solely to the applicable third party advertiser and Vivid makes no warranties or representations in respect of such, whether or not it has control over such advertisements or commercials, and these are provided on an “AS IS” basis. We are not responsible for, and we expressly disclaim all warranties regarding, the accuracy, appropriateness, usefulness, safety, or Intellectual Property rights of, or relating to, any third party advertisements or products included in the Services. In any event, we will not be liable for any damage or loss incurred to you as a result of or in connection with such advertisements or commercials, including without limitation your dealings with advertisers and third party vendors found on or through the Services. Vivid may be entitled to certain shares of the earnings from advertisers and/or related third parties, for incorporating into the Services links to such parties’ websites, advertisements and/or commercials. You agree, acknowledge and consent that no right, title or interest is or shall be granted to you in any way with respect to any revenue share whatsoever in relation thereto.
We reserve the right to modify, correct, amend, enhance, improve, make any other changes to, or discontinue, temporarily or permanently the Services and this App and/or this Site (or any part thereof, including but not limited to the Content) without notice, at any time. In addition, you hereby acknowledge that the Content provided under this App and/or this Site may be changed, extended in terms of content and form or removed at any time without any notice to you. You agree that we shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services, this App and/or this Site or the Content included therein. You hereby agree that the Company is not responsible for any errors or malfunctions that may occur in connection with the performing of such changes.
If Vivid supplies to you any updates, upgrades and any new versions of the App and/or the Site (“Updates“) according to its then current policies, it may include automatic updating or upgrading of the App with or without any additional notice to you and the Terms will govern any such Updates unless these are accompanied by a separate license agreement which will prevail, and all references herein to the App and/or the Site shall include such Updates. For clarity, Vivid has no obligation to provide Updates.
The Services' availability and functionality depends on various factors, such as communication networks. Vivid does not warrant or guarantee that the Service will operate and/or be available at all times without disruption or interruption, or that it will be immune from unauthorized access or error-free.
TO THE FULLEST EXTENT LEGALLY PERMISSIBLE, THE APP AND/OR THE SITE AND/OR THE CONTENT AND/OR THE SERVICES ARE PROVIDED ON AN “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS, AND VIVID, INCLUDING ITS VENDORS, OFFICERS, SHAREHOLDERS, SUB-CONTRACTORS, DIRECTORS, EMPLOYEES, AFFILIATES, SUBSIDIARIES, LICENSORS, AGENTS AND SUPPLIERS (COLLECTIVELY, “VIVID REPRESENTATIVES”), DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR NON-INFRINGEMENT OR IMPLIED WARRANTIES OF AVAILABILITY, RELIABILITY OR THE QUALITY OF THE APP AND/OR THE SITE OR ITS USE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND THOSE ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. YOU MAY HAVE ADDITIONAL CONSUMER RIGHTS UNDER YOUR LOCAL LAWS THAT THIS AGREEMENT CANNOT CHANGE. YOU AGREE THAT USE OF THE APP AND/OR THE SITE AND/OR THE CONTENT AND/OR THE USER DATA IS ENTIRELY AT YOUR OWN RISK.
THE SERVICES DO NOT AND CANNOT REPLACE PROFESSIONAL MEDICAL/MENTAL ADVICE AND THEY ARE NOT A DIAGNOSTIC TOOL NOR A MEDICAL DEVICE AND/OR A FORM OF MEDICAL/MENTAL DECISIONS SUPPORT SERVICES. ALL USER DATA, CONTENT, VIDEOS, TEXT MESSAGES, ADVICE, THROUGH THE APP AND/OR THE SITE OR SERVICES OR OTHERWISE IN THE CONTEXT OF THE SERVICES, AND ANY USE OR RELIANCE UPON IT, ARE SUBJECT TO THE USER’S DISCRETION AND JUDGMENT AND IS AT THE USER’S SOLE RISK AND RESPONSIBILITY. WITHOUT DEROGATING FROM THE FOREGOING, ANY USER DATA UPLOADED TO THE APP AND/OR THE SITE ARE NOT VERIFIED BY VIVID AND DO NOT BIND VIVID IN ANY FORM. VIVID HAS NO CONTROL OVER, AND NO DUTY TO TAKE ACTION REGARDING WHAT EFFECTS THE USER DATA; HOW THE USER MAY INTERPRET OR USE THE CONTENT OR WHAT ACTIONS THE USER MAY TAKE AS A RESULT OF BEING EXPOSED TO ANY USER DATA. VIVID WILL NOT BE LIABLE FOR ANY DAMAGES OR LOSS INCURRED TO YOU OR ANY OTHER PERSON AS A RESULT OF OR IN CONNECTION WITH YOUR USE OF THE APP AND/OR THE SITE AND/OR THE CONTENT AND/OR ASSISTING SERVICES AND/OR THIRD PARTY CONTENT AND/OR ANY DECISION MADE OR ACTION TAKEN OR NOT TAKEN IN CONNECTION WITH THE SERVICES.
WE DO NOT WARRANT (I) THAT THE USE AND OPERATION OF THE APP AND/OR THE SITE IS OR WILL BE SECURE, TIMELY, ACCURATE, COMPLETE, UNINTERRUPTED, WITHOUT ERRORS, OR FREE OF VIRUSES, DEFECTS, WORMS, OTHER HARMFUL COMPONENTS OR OTHER PROGRAM LIMITATIONS, (II) THAT VIVID WILL CORRECT ANY ERRORS OR DEFECTS IN THE APP AND/OR THE SITE, (III) THE APP AND/OR THE SITE WILL BE INTEROPERABLE OR COMPATIBLE WITH YOUR DEVICE, OTHER SOFTWARE, HARDWARE, OR ANY EQUIPMENT, AND VIVID REPRESENTATIVES ARE NOT RESPONSIBLE FOR ANY LOSSES SUFFERED RESULTING FROM INTEROPERABILITY OR COMPATIBILITY PROBLEMS, (IV) AND/OR MAKE ANY REPRESENTATION REGARDING THE USE, INABILITY TO USE OR OPERATE, OR THE RESULTS OF THE USE OF THE APP AND/OR THE SITE AND/OR CONTENT AVAILABLE THEREON OR THROUGH THE APP AND/OR THE SITE (INCLUDING THAT THE RESULTS OF USING THE APP AND/OR THE SITE WILL MEET YOUR REQUIREMENTS).
INASMUCH AS SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSIONS OR LIMITATIONS AS SET FORTH HEREIN, THE FULL EXTENT OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY.
TO THE MAXIMUM EXTENT LEGALLY PERMISSIBLE, IN NO EVENT SHALL VIVID AND VIVID'S REPRESENTATIVES BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, CONTRACT, NEGLIGENCE, TORT OR STRICT LIABILITY), INCLUDING WITHOUT LIMITATION, LOSS OF GOODWILL, PROFITS OR DATA AND BUSINESS INTERRUPTION, ARISING HEREUNDER, RESULTING FROM OR ARISING OUT OF THE APP AND/OR THE SITE AND/OR THE USER DATA AND/OR THE CONTENT AND/OR THE SERVICES AND/OR ASSISTING SERVICES, YOUR USE OR INABILITY TO USE THE APP AND/OR THE SITE AND/OR THE SERVICES AND/OR ASSISTING SERVICES AND/OR THE FAILURE OF THE APP AND/OR THE SITE TO PERFORM AS DESCRIBED OR EXPECTED; ALL REGARDLESS OF WHETHER VIVID OR VIVID'S REPRESANTATIVES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN ANY CASE, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND TO THE MAXIMUM EXTENT LEGALLY PERMISSIBLE, VIVID AND ITS REPRESENTATIVES’ TOTAL AGGREGATE LIABILITY FOR ALL DAMAGES OR LOSSES WHATSOEVER ARISING HEREUNDER OR IN CONNECTION WITH YOUR AND/OR ANY THIRD PARTY’S USE OR INABILITY TO USE THE APP AND/OR THE SITE AND/OR THE CONTENT AND/OR ASSISTING SERVICES AND/OR THE SERVICES AND/OR THE USER DATA SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU, IF ANY, TO THE COMPANY FOR USE OF THE APP AND/OR THE SITE AND/OR THE SERVICES DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM, OR $US5.00, WHICHEVER IS GREATER. THE LIMITATION OF LIABILITY PROVISIONS WHICH APPLY TO ANY RESPONSIBILITIES OF THE APPLICABLE PLATFORM PROVIDER ARE SET FORTH IN THEIR APPLICABLE USAGE RULES. YOU WILL NOT, AND WAIVE ANY RIGHT TO, SEEK TO RECOVER ANY OTHER DAMAGES, INCLUDING CONSEQUENTIAL, LOST PROFITS, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES FROM VIVID AND FROM VIVID'S REPRESENTATIVES.
INASMUCH AS SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSIONS OR LIMITATIONS AS SET FORTH HEREIN, THE FULL EXTENT OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY.
You agree to defend, indemnify and hold harmless Vivid, including Vivid's Representatives from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to attorney's fees) arising from: (i) your use, misuse of, inability to use and/or activities in connection with the App and/or the Site and/or Content and/or the Services; (ii) your violation of any of these Terms or applicable law; (iii) your violation of any third party rights, including without limitation any intellectual property rights or privacy right of such third party, in connection with your use of the App and/or the Site and/or Content and/or the Services; and (iv) any damage of any sort, whether direct, indirect, special or consequential, you may cause to any third party with relation to the App and/or the Site and/or Content and/or the Services. It is hereby clarified that this defense and indemnification obligation will survive these Terms.
Without derogating from the foregoing, we reserve the right to assume the exclusive defense and control of any matter which is subject to indemnification by you, which will not excuse your indemnity obligations hereunder and in which event you will fully cooperate with us in asserting any available defense. You agree not to settle any matter subject to an indemnification by you without first obtaining our prior express written approval.
You agree to comply with all applicable import, export, and re-export control laws and restrictions, including but not limited to those of the European Union and its member states, the U.S. Department of Commerce Export Administration Regulations (“EAR”) and economic sanctions maintained by the U.S. Office of Foreign Assets Control (“OFAC”), the state of Israel, and the International Traffic in Arms Regulations (“ITAR”), and will not use the services to cause a violation of such laws or regulations. Further, you represent and warrant that you are not located in any government list of prohibited or restricted parties, or otherwise subject to equivalent restrictions, as specified in the laws and regulations listed above or in your country’s laws. You may not download or use the App and/or the Services if you are located in a country or region subject to U.S., E.U. or Israel government embargo (including Cuba, Iran, Lebanon, Syria, and Russia) unless that use is authorized by the United States and other relevant authorities.
Vivid may, at its sole discretion, change these Terms from time to time, including any other policies incorporated thereto, so please re-visit this page frequently. In case of any material change, we will make reasonable efforts to post a clear notice on the App and/or the Site and/or will send you an e-mail (to the extent that you provided us with such e-mail address) regarding such change. Such material changes will take effect seven (7) days after such notice was provided on our App and/or the Site or sent via e-mail, whichever is earlier. Otherwise, all other Changes to these Terms are effective as of the stated “Last Revised” date and your continued use of the App and/or the Site on thereafter will constitute acceptance of, and agreement to be bound by, those changes. In the event that the Terms should be amended to comply with any legal requirements, the amendments may take effect immediately, or as required by the law and without any prior notice.
These Terms shall remain in effect until terminated as set forth herein. Your failure to comply herewith shall terminate your license and these Terms. In the event of your failure to comply herewith, Vivid may immediately temporarily or permanently limit, suspend or terminate your Account. If you object to any term hereof, as may be amended from time to time, or become dissatisfied with the Services, you may terminate these Terms at any time by uninstalling our App and/or stopping your use of the App and/or the Site and this will be your sole remedy in such circumstances. In such circumstance and upon termination of these Terms in the event of your failure to comply herewith: (i) the license and all other rights granted to you hereunder will automatically terminate, (ii) you must immediately cease all use of the Services, delete and destroy all copies of the App and/or the Site in your possession or control and so certify to Vivid if required by it, and (iii) the provisions of these Terms that, by their nature and content, must survive the termination of these Terms in order to achieve the fundamental purposes of these Terms shall so survive. Without limiting the generality of the forgoing, the Intellectual Property, Disclaimer of Warranties, Limitation of Liability, Indemnification and General sections will survive the termination of the Terms.
Additionally, at any time, Vivid may without notice discontinue your use of the App and/or the Site, at its sole discretion, in addition to any other remedies that may be available to Vivid under applicable law. Additionally, Vivid may at any time, at its sole discretion, cease the operation of the App and/or the Site or any part thereof (temporarily or permanently), delete, correct, amend, enhance, improve or modify any information or Content or make any other changes, all without prior notice. You agree and acknowledge that Vivid does not assume any responsibility with respect to, or in connection with the termination of the App’s and/or the Site's operation and loss of any data.
Please note that failure to comply with any of use restrictions set forth in these Terms may result (at the Company’s sole discretion) in the termination of your use of the App and/or the Site and may also expose you to civil and/or criminal liability.
(a) These Terms constitute the entire terms and conditions between you and the Company relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and the Company, (b) any claim relating to the App and/or the Site or the use thereof will be governed by and interpreted in accordance with the laws of the State of Israel without reference to its conflict-of-laws principles and the United Nations Convention Relating to a Uniform Law on the International Sale of Goods may not be applied, (c) any dispute arising out of or related to the App and/or the Site will be brought in, and you hereby consent to exclusive jurisdiction and venue in, the competent courts of the Tel-Aviv-Jaffa District, Israel. You agree to waive all defenses of lack of personal jurisdiction and forum non-convenience and agree that process may be served in a manner authorized by applicable law or court rule. Notwithstanding the foregoing, the Company may seek injunctive relief in any court of competent jurisdiction, (d) these Terms do not, and shall not be construed to create any relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the parties hereto, (e) no waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof, (f) YOU ACKNOWLEDGE AND AGREE THAT ANY CAUSE OF ACTION THAT YOU MAY HAVE ARISING OUT OF OR RELATED TO THE APP AND/OR THE SITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED, (g) if any provision hereof is adjudged by any court of competent jurisdiction to be unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect while most nearly adhering to the intent expressed herein, (h) you may not assign or transfer these Terms (including all rights and obligations hereunder) without our prior written consent and any attempt to do so in violation of the foregoing shall be void. We may assign or transfer these Terms without restriction or notification, (i) no amendment hereof will be binding unless in writing and signed by the Company, and (j) the parties agree that all correspondence relating to these Terms shall be written in the English language.
If you have any questions (or comments) concerning the Terms or if you need any support regarding our Services, you are most welcome to send us an email and we will make an effort to reply within a reasonable timeframe terms@vivid.me.