Vivo Terms of Services

Last Updated:  February 15, 2024

Impactiv, Inc d/b/a Vivo (“Vivo” “we”, “our,” or “us”) makes its services https://teamvivo.com/ and related sub-domains, services and products controlled by Vivo, and any other online or offline interaction with Vivo (collectively, “Services”) available for your use subject to this Terms of Services (“Terms” or “Agreement”). Please read this Agreement carefully.

By downloading, accessing, ordering or using any of our Services, clicking on the “I accept” button, or completing the registration process, you represent that you have read, understand, and agree to be bound by these Terms. The term “you” or “your” refers to a user of any portion of our Services. If you do not agree to be bound by these Terms, we will not be able to provide you with our Services.

DISCLAIMER NOTICE

THE INFORMATION PROVIDED AS PART OF YOUR USE OF AND ACCESS TO THE SERVICES IS FOR PERSONAL INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE MEDICAL OR OTHER PROFESSIONAL ADVICE.  SUCH INFORMATION MAY NOT BE ACCURATE OR SUITABLE FOR ALL INDIVIDUALS.  FOR MORE DETAILS, PLEASE SEE SECTION 6 BELOW.

ARBITRATION NOTICE

THIS TERMS CONTAIN AN ARBITRATION PROVISION IN SECTION 11 THAT REQUIRES YOU AND VIVO TO RESOLVE DISPUTES BY BINDING ARBITRATION INSTEAD OF COURT. IN ARBITRATION, CLASS ACTIONS AND JURY TRIALS ARE NOT PERMITTED. THEREFORE, PLEASE REVIEW SECTION 11 CAREFULLY, AS IT GOVERNS YOUR USE, DOWNLOAD, ACCESS, AND RECEIVING OF OUR SERVICES AND AFFECTS YOUR RIGHTS TO RESOLVE DISPUTE WITH US. FOR MORE DETAILS, PLEASE SEE SECTION 11 BELOW RELATING TO DISPUTE RESOLUTION.

1. User Eligibility and Your Account:

You represent and warrant that

(i) you are over the age of 18;

  • Any individual under the age of 18 should not use the Services, or provide Personal Data (as defined in the Vivo’s Privacy Policy) through the Services, e.g., the person’s name, address, or contact information.

(ii) You will provide truthful, accurate and complete information in connection with your use of our Services; and

  • You may need to register for a Vivo account to access or use certain Services. In order for some of our Services to operate correctly, we need you to provide accurate and complete information as prompted by the account registration processes. Otherwise, we may not be able to deliver Services properly or to contact you with additional notices.

2. License to Use Services and Content

Our Services may contain data or creative expression, including text, software, images, photographs, graphics, audio, video, applications, user interfaces, visual interfaces, logos, designs, product names, ideas, communications, replies, “likes,” comments, software, scripts, executable files, graphics, and fitness data, etc. (“Content”).  Content (as defined above) that you generate, upload, submit, or otherwise provide to the Services in its original form is known as “User Content.”  All Content, that is not User Content, is known as “Vivo Content.”

     2.1 User ContentYou owns your User Content.  If you observe that any content violates others’ Intellectual Property rights, please contact us. 

 

By your submission, posting or delivering of User Content to us, you hereby grant to us a transferable, non-exclusive, worldwide, perpetual, royalty-free license to access, use, reproduce, modify, edit, adapt, publish, translate, display, distribute, sell, sublicense, and create derivative works and compilations incorporating your User Content. We will use commercially reasonable efforts to comply with our privacy related obligations under our Privacy Policy with respect to such User Content.  We reserve the right to monitor, remove or modify User Content for any reason and at any time, including User Content we believe violates these Terms, additional Vivo community guidelines (that may be made available to you from time to time), and/or our policies.  You represent and warrant that you have the right to grant the license to User Content as discussed above and will indemnify us for any breach of this representation and warranty.

     2.2 Vivo ContentWe strive to deliver a great experience to improve your fitness journey as a senior citizen and other members of Vivo community.  Therefore, we ask that you respect our intellectual property rights. 

 

Vivo Content are protected by copyright, trademark, patent, and other applicable laws.  Our Services and Vivo Content (excluding your data) is copyrighted as a collective work under United States copyright laws, and are protected by other laws.  Trademarks, logos, and service marks displayed on our Services are registered and/or unregistered trademarks of Vivo, its licensors or content providers, or other third parties.  You acknowledge that Vivo is the exclusive owner of the Services.  Any unauthorized use of our intellectual property, including our marks, our copyrighted material, and our trade dress, is strictly prohibited and may be prosecuted to the fullest extent of the law.

 

Provided that you comply with all your obligations under these Terms, we hereby grant you a limited, non-exclusive, revocable, non-assignable, non-transferable authorization to view and use our Services and any Vivo Content for your personal information and non-commercial use.  Nothing in these Terms is intended to, or may be construed as, conferring by implication, estoppel or otherwise, any license or other grant of right to use any patent, copyright, trademark, service mark or other intellectual property of Vivo or any third party, except as expressly provided in these Terms.  You agree not to remove, obscure, or modify any trademark legend or copyright notice, author attribution, or other notice placed on or contained within any of Vivo Content.  All rights not otherwise expressly granted by these Terms are reserved by us.

 

If you believe User Content or Vivo Content infringes copyright or trademark under U.S. or other national law, please notify us immediately using the contact information provided herein.

3. Acceptable Conduct: We require that you follow our standard code of conduct while participating in the Vivo program.

 

     3.1 Prohibited Conduct. You agree that you will not (and will not permit any third party to), under any circumstances (except to the extent expressly authorized by these Terms) breach the following guidelines:

 

  • No Unauthorized Use: Do not use our Services for purposes other than for your personal, non-commercial use.
  • No Harmful or Illegal Content, such as:
    • Do not use our Services for any purpose that may be deemed by us or others to be unprofessional, inflammatory, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, explicit, illegal, or otherwise in violation of these Terms or any other agreement between you and Vivo;
    • Do not set your User ID using a name that you do not have the right to use (such as a celebrity name, a trade name, etc.), or that is offensive or obscene. You may not transfer your Account to anyone else without our prior written permission.

    • Do not post deceptive or fraudulent links, including those with misleading descriptions, putting the wrong “source” field in a post, setting misleading click-through links on images, or embedding links to pop-up ads;

    • Do not post any unsafe exercise techniques or weight-loss tips, such as non-medically prescribed supplements, or exercise tools, or links to websites that promote unhealthy diets or harmful exercise routine, through images, posts, or other methods.

  • No infringement: Do not use any Services or Vivo Content in any manner that: 
    • misappropriates any trade secret or infringes any copyright, trademark, patent, rights of publicity, or other proprietary right of any party;
    • take screenshots or recordings of training sessions without Vivo’s prior written permission;
    • decipher, decompile, disassemble, reverse engineer, or attempt to conduct the foregoing any of the software comprising or in any way making up a part of our Services;
    • copy, modify, create derivative works of, reverse engineer, decompile, disassemble, or otherwise attempt to learn the source code, structure, or ideas upon which the Services is based;
    • frame or otherwise simulate the appearance or functions of the Services or any portion thereof; or
    • modify, copy, sell, resell, rent, lease, loan, sublicense, redistribute, or create any derivative work of, any portion of our Services, including any Vivo Content included on our Services.
  • No Impersonation or Misleading Content, such as: 
    • Do not impersonate any person or entity (including Vivo), or solicit information from another user in furtherance of identity theft or another unlawful purpose;
    • Do not post, share or promote deceptive or fraudulent Content, including spreading misleading information, putting the wrong “source” field in a post, or embedding misleading click-through links on images.
  • No Exploitation: Do not use any scraper, crawler, spider, robot or other automated means of any kind to access or copy data on our Services, deep-link to any feature or content on our Services, bypass, circumvent, disable or otherwise interfere with our robot exclusion headers or other similar measures;
  • No Abuse of Personal Data or Disclosure of Proprietary Information
    • Do not collect or store Personal Data (as defined in the Privacy Policy) about other users without permission, or disclose private or proprietary information that you do not have the right to disclose;
    • Do not post in public an email or private message from any other user, moderator or administrator.
  • No Harm to Others / No Harassment. 
    • No Harm to Minors: Don’t use the Services in a way that harms minors (or anyone, really);
    • No sexual advances:  Do not make sexual advances or comments to other Users in connection with the Services, including without limitation sharing content with other Users that sexually objectifies an individual, sending someone sexual text, media, images, or the solicitation of sexual acts. 
  • No Nudity or other Content without permission: You shall not share any content that is sexually exploitive of any individual, including: 
    • No Nudity: Do not post or share photos, videos, and digitally-created content that show sexual intercourse, genitals, and close-ups of fully-nude buttocks, including those that superimpose or digitally manipulate an individual’s face onto another person’s nude or semi-nude body;
    • No Non-consensual Content: Do not share intimate photos, videos, or other media of another person;
  • No Spam. Do not use our Services for any purpose that constitutes unauthorized or unsolicited advertising, junk or bulk e-mail, chain letters, any other form of unauthorized solicitation or any form of lottery or gambling; or
  • No Breach of Obligations: Do not violate your Participant Agreement, code of conduct for training sessions, or other contractual or legal duties to a third party, including without limitation: 
    • Treat all Users, including your trainers, and other fellow members with kindness, professionalism, and respect at all time, both in and out of the classes;
    • Join classes on time to minimize disruptions;
    • Wear suitable and appropriate attire for the training sessions;
    • Do not make inappropriate comments or engage in other conducts that could disrupt the training sessions;

     3.2 Interaction with Other Users. If you choose to use features in our Services that allow you to interact with other users within the Vivo community, you are responsible for how you interact with them. We ask that you act in a courteous manner to others and exercise good judgement.  

 

When you participate in training classes with other members of Vivo community, providing online review or discussions, utilize other features to interact with other users, you are responsible for the User Content you post, including the accuracy, completeness, reliability, or transition methods of such User Content. You should take precaution of not sharing or posting your sensitive personal data or proprietary information when you interact with other Users through our Services.

 

You are solely responsible for your interactions with other users, whether online or in person, including but not limited to comments, challenges, and friendly competition. We assume no responsibility or liability for any loss or damage arising from, attributing to, resulting from any interaction with other users who use the Services, individuals you meet through the Services, or individuals who find you because of User Content posted on, by or through the Services.

 

     3.3  Monitoring by Vivo. Although we do not generally monitor user activity occurring in connection with our Services, if we become aware of any possible violations by you of any provision of these Terms, Vivo reserves the right to investigate such violations, and we may, at our sole discretion, immediately suspend or terminate your license to use our Services in accordance with Section 10, without prior notice to you or anyone else.

4. Privacy and Security

 

     4.1  Privacy.  The Vivo Privacy Policy, available at https://teamvivo.com/privacy-policy/, describes how we collect and use personal information about you through the Services, and is incorporated in these Terms by this reference. Vivo and its third party service providers may use your personal information to provide services to you and on an aggregated or anonymized basis for other purposes, including to improve our Services and Vivo Content during or after the term.

 

     4.2  Security.  While there is no such thing as “perfect security,” we will take reasonable steps to help ensure the safety of your personal information. However, the safety and security of your personal information also depends upon you.  As a paid or free trial user of our Services, you will be provided with a username and password to access the portal to our users.  You must treat your username, password or any other piece of information utilized as part of our security procedures as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to our Services or portions of it using your username, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security.  You also agree to ensure that you exit from your account at the end of each session.  You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

 

We reserve the right to cooperate with local, state, provincial and national authorities in investigations of improper or unlawful activities and this may require the disclosure of your personal information. We may also report to other organizations about improper or unlawful user activities and this reporting may include disclosure of personal information relating to those individuals conducting such improper or unlawful activities.

 

     4.3  SMS Text Message or other Communications.  Form time to time, you may sign up for receiving calls or text messages (SMS and MMS) from Vivo or our authorized third parties through registration, texting a designated shortcode, or scanning any QR code made available to you through Vivo.  BY SIGNING UP FOR INTERACTIVE MESSAGING, YOU AGREE AND CONSENT TO RECEIVING MESSAGES AT THE TELEPHONE NUMBER YOU PROVIDE DURING REGISTRATION, EVEN IF IT IS ON ANY DO-NOT-CONTACT LIST (INCLUDING ANY CORPORATE, STATE, OR FEDERAL DO-NOT-CONTACT LIST).  You represent and warrant that you are eighteen (18) years of age or older and the primary owner of the telephone number provided.  You understand and acknowledge that such calls or text messages may be for telemarketing and advertising purposes relating to your use of or access to Services or operational purposes (e.g., registration, class notifications, or scheduling confirmations).  You understand and acknowledge that such messages may be sent by us or our third-party service providers using an automatic telephone dialing system or other automated means (e.g., automated text and/or artificial and/or pre-recorded messaging), and that message and data rates may apply.  Consent is not required for your use and access of our Services.  MESSAGE AND DATA RATES MAY APPLY.  MESSAGE FREQUENCY VARIES AND MAY BE SENT AT ANY TIME OF DAY, INCLUDING ON WEEKENDS OR HOLIDAYS.  Unsubscribe at any time by replying stop or clicking the unsubscribe link (where available).  Text help for help.  To the maximum extent permitted by laws: (i) all information contained in SMS text messages is provided “AS IS” without warranty of any kind, either express or implied, including, but not limited to, any implied warranties of merchantability, fitness for a particular purpose, or non-infringement; and (ii) we expressly exclude any liability for any direct, indirect or consequential loss or damage incurred by any User in connection with the receipt, use, failure of, or inability to use, SMS text messages.  After opting out of receiving text messages, you may re-enroll by registration, scanning QR code, or use “Contact Us”.

5. Feedback and Referral

 

     5.1  FeedbackVivo is free to use your Feedback without any restriction of any kind as long as we do not attribute you as the source. 

 

We appreciate any ideas, suggestions, documents, and/or proposals that you want to share with Vivo through “Contact us,” or other similar pages on our Services, or through our social media pages (collectively, “Feedback”).  By submitting your Feedback, you agree that it is provided on a non-confidential basis (unless otherwise agreed or required by law).  Therefore, you hereby grant to Vivo a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sub-licensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation, maintenance and improvement of our Services.

 

     5.2  ReferralWe hope that you like our Services and tell your friends and family about us. 

If you enjoy our Services, we encourage you to share your experience with us and your friends and family (“Referral”).  If you choose to use the features in our Services to let a friend know about our Services, we need you to provide your contact’s email address, social media profile, or other contact information, so that we can reach out and tell him or her about us.  We may store this information for a limited period of time, but we will not display it publicly. 

 

You represent and warrant that you have all rights necessary to submit the Feedback or provide your contact’s information to make the Referral.

6. Disclaimers

 

     6.1  General. To the maximum extent permitted by law, our Services are provided “as is” and “as available”, and at your sole risk. We expressly disclaim all warranties of any kind, whether express or implied, including, without limitation, the implied warranties of merchantability, fitness for a particular use or purpose, title, and non-infringement. Without limitation, we make no warranty that our Services will meet your requirements, that use of the foregoing will be uninterrupted, timely, secure, or error-free, that defects in the operation or functionality and any content or information found on our Services will be accurate or reliable, or that they will be corrected, virus-free, or that the quality of information, content, or other materials obtained through our Services will meet your expectations. Some jurisdictions do not allow the exclusion of certain warranties. Accordingly, some of the above limitations may not apply to you.

 

     6.2  Fitness Safety; Assumption of Risk.  We care about your safety.  We recommend that all participants obtain a physical examination or otherwise consult a physician prior to initiating any exercise program through the Services, classes held or events sponsored by Vivo (“Vivo Program”).  By using our Services, you agree, represent and warrant that:

 

  • you have disclosed any medical condition or medication that could limit or prevent you from performing physical activity to your physician, who approves your participation in the Vivo Program, or any of the related activities made available to you in connection with the Services;
  • you have consulted with your physician before making any dietary changes based upon information available through the Services.

Everyone’s condition and abilities are different.  You acknowledge that we may require you to provide written physician approval before you may use or participate in any physical activity within the Vivo Program.  You acknowledge that you may decrease or stop at any time any physical activity you perform within the Vivo Program and that it is your obligation to inform the Vivo Program’s staff of any medical symptoms or issues that arise while in the Vivo Program.  If you choose to participate in the Vivo Program and these activities, you do so of your own free will and accord, knowingly and voluntarily assuming all risks associated with such activities.

 

You understand and agree that there is a risk of serious injury or other harm inherent in and associated with participation in any exercise program, which may occur during or following training and/or exercise and may in connection with generation of User.  In recognition of the dangers existing in any strenuous physical activity, by signing this Agreement, you understand, acknowledge, agree, and hereby voluntarily accept all risk and responsibility associated with the Services provided and use of any of the equipment and facilities related to the Vivo Program.

 

Except as otherwise set out in these Terms, and to the maximum extent permitted by applicable law, we are not responsible or liable, either directly or indirectly, for any injury, illness, or damages sustained from your use of, or inability to use, any Services or features of the Services, including any Content or activities you access or learn about through our Services even if caused in whole or part by the action, inaction or negligence of Vivo or others.

 

     6.3  No Legal or Medical Advice. We are not lawyers, doctors, or other licensed professionals, and do not provide any type of legal, medical, accounting, or other advice.  Nothing contained in the Services should be construed as such advice or diagnosis.  The information and reports generated by us should not be interpreted as a substitute for physician consultation, evaluation, or treatment, and the information made available on or through the Services should not be relied upon when making medical decisions, or to diagnose or treat a health condition or illness.  NO ATTORNEY-CLIENT OR DOCTOR-PATIENT RELATIONSHIP IS FORMED BETWEEN YOU AND VIVO.  ANY AND ALL SERVICES PROVIDED BY, IN AND/OR THROUGH THE SERVICES (INCLUDING BUT NOT LIMITED TO CONTENT) ARE FOR INFORMATIONAL PURPOSES ONLY.

 

     6.4  System Unavailability. There may be times when our Services are is unavailable due to technical errors or network outages or for maintenance and support activities. We do not represent, warrant, or guarantee that the Services will always be available or  completely free of human or technological errors.

 

     6.5  Success Stories Not Guaranteed.  Success stories posted by users or Vivo on our Services may not represent typical or even accurate results obtained from any particular fitness activity or diet. To the extent permitted by applicable law, Vivo has no and assumes no obligation or liability associated with the accuracy, reliability or effectiveness of any fitness activity or dietary recommendation contained in any user success stories.

 

     6.6  Compatibility. You must provide the equipment and Internet connections necessary to access the Services at your own expense. We do not guarantee that the Services will operate with your computer, tablet, mobile device, network, installed software, internet or mobile carrier service plans, or with any particular computer or other piece of hardware, software, equipment, or device you install on or use with your computer.

7.  Limitation of Liability.

 

     7.1  DISCLAIMER OF CERTAIN DAMAGES. YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL VIVO AND ITS AFFILIATES, OFFICERS, EMPLOYEES, DIRECTORS, AGENTS, PARTNERS AND LICENSORS, INCLUDING THOSE THAT PROVIDE VENUE FOR VIVO CLASSES (“VIVO PARTIES”) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH OUR OFFERINGS OR ANY CONTENT, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT VIVO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, OR FROM ANY SERVICES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USE OUR SERVICES OR CONTENT; OR (2) ANY OTHER MATTER RELATED TO OUR SERVICES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY.

 

     7.2  CAP ON LIABILITY. UNDER NO CIRCUMSTANCES WILL THE VIVO PARTIES BE LIABLE TO YOU OR ANYONE ELSE FOR MORE THAN THE AMOUNT RECEIVED BY VIVO AS A RESULT OF YOUR USE OF OUR SERVICES. OUR SOLE AND EXCLUSIVE LIABILITY SHALL BE LIMITED TO ONE HUNDRED DOLLARS ($100 USD) OR THE AMOUNT YOU PAID US TO USE THE APPLICABLE SERVICE(S) IN THE PAST TWELVE MONTHS, WHICHEVER IS GREATER.

 

     7.3  EXCEPTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIMITATIONs OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE ABOVE LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND Vivo’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

8.  Release and Indemnification

 

     8.1   Acknowledgement. Our Services are solely for informational purposes and not a substitute for actual medical care. 

 

     8.2  Release.  You agree to release the Vivo Parties from any and all liability and obligations whatsoever in connection with or arising from your use of the Services. If at any time you are not satisfied with the Services or object to any Content or other material within or on the Services, your sole and exclusive remedy is to immediately stop using and otherwise accessing the Services.

 

     8.3  Indemnification. You hereby agree to hold harmless, indemnify, and agree to defend Vivo Parties, from liability for any injury, claim, cause of action, suit, demand, and damages (including, without limitation, personal, bodily, or mental injury, property damage, economic loss, consequential damages, and punitive damages), arising from or related to (1) your failure to disclose any pre-existing conditions, limitations, or sensitivities; (2) your presence in any Vivo Program; (3) your participation in any Vivo Program, including your use of any equipment or facilities at any Vivo Program; and/or (4) any negligence on our part (including our employees and other agents).  You expressly agree to forever completely and unconditionally waive and release all liability to the maximum extent permitted under applicable law. You expressly agree that if any portion of this Agreement is held invalid, the balance shall be valid and continue in full legal force and effect. These provisions are binding on you, your estate, family, heirs, administrators, personal or legal representatives, and assigns.

 

    8.4  Release by California Residents. If you are a California resident or could otherwise claim the protections of California law, you further expressly waive the provisions of section 1542 of the California civil code, which reads as follows: “A general release does not extend to the claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release which, if known by him or her, must have materially affected his or her settlement with the debtor.” You acknowledge that you have read and understand section 1542 of the California civil code, and you hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to your release of any claims you may have against Vivo.

9.  Third-Party Services & Content

 

As an accommodation to you and our other visitors, our Services may contain links to third party Services, advertisers, websites, special offers or other events or activities (collectively, “Third-Party Services”) that are not owned or controlled by Vivo.  We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any Third-Party Services, nor do we endorse such Services.  Vivo does not endorse, support, sanction, encourage, verify, or necessarily agree with the comments, opinions, or statements of third parties displayed on or transmitted via Third-Party Services.  If you access a Third-Party Services in the course of using the Services, you do so at your own risk, and you understand that these Terms and our Privacy Policy do not apply to your use of such Third-Party Services.  You expressly relieve the Vivo Parties from any and all liability arising from your use of any Third-Party Services or third party-owned content.  Vivo does not endorse, support, sanction, encourage, verify, or necessarily agree with the comments, opinions, or statements of third parties displayed on or transmitted via our Services (“Third-Party Content”).  Any Third-Party Content placed on the Services is the view and responsibility of those who post those comments, opinions, or statements, and does not necessarily represent the views of Vivo.

10.  Suspension; Modification; Termination

 

We may, from time to time and at our sole discretion, discontinue or alter all parts or any aspect of the Services, remove Content, or restrict the availability of the Services. You acknowledge and agree that we may, under certain circumstances, immediately suspend and/or terminate your access to the Services or any part thereof, including, without limitation, for the following reasons: (a) your or another user’s breach or violation of these Terms or other agreements or guidelines referenced in these Terms; (b) our discontinuance or modification to the Services; (c) unexpected technical or security issues or problems; (d) extended periods of inactivity; and/or (e) engagement by you or another user in fraudulent or illegal activities. You further agree that any such actions may be taken without notice to you, in our sole discretion, and without liability to you or any third party.

 

We may also suspend or stop providing the Services altogether. We may also terminate or suspend your access to all or part of our Services, without notice, for any conduct that we, in our sole discretion, believe is disruptive to our Services (or other users) or is in violation of any applicable law or these Terms. We may not provide you with any notice beforehand when we take any of these actions. Vivo shall in no way be held liable for any consequence which results from any decision to modify or discontinue providing the Services.

 

Vivo may prohibit you from using or accessing the Services by placing a temporary hold or freeze on your account if we suspect you are violating this Agreement. If no violation is found, we will remove the hold, and you may continue using the Services.

11.  Governing Law; Arbitration; Class-Action Waiver

 

PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY BECAUSE THEY REQUIRE YOU AND VIVO TO AGREE TO RESOLVE ALL DISPUTES BETWEEN US THROUGH BINDING INDIVIDUAL ARBITRATION.

 

Any disputes arising out of or relating to this Agreement or your participation in any Vivo class or other event or use of any equipment in a Vivo class or other event (collectively defined as “Disputes”), shall be governed by Georgia law regardless of your country or state of origin or the location of any Vivo class or other event you visit and notwithstanding any conflicts of law principles.  Any Disputes shall be resolved by final and binding individual arbitration, rather than in court, and without a jury, except that you may assert claims in small claims court if your claims qualify. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to us at the address or email address listed at the top of this Agreement. The arbitration will be conducted by the American Arbitration Association (AAA) under its rules (available at www.adr.org). Jurisdictional and arbitrability disputes, including disputes over the formation, existence, validity, interpretation, or scope of this Agreement, and who are proper parties to the Arbitration, shall be submitted to and ruled on by the Arbitrator. Arbitration costs and reasonable documented attorneys’ fees and costs of both parties shall be borne by the party that ultimately loses. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location. Either party may obtain injunctive relief (preliminary or permanent) and orders to compel arbitration or enforce arbitral awards in any court of competent jurisdiction. We each agree that any dispute resolution proceeding shall be conducted only on an individual basis and not in a class or other event, consolidated, or representative action. Neither you, we, nor any other person may pursue a Dispute in arbitration as a class action, private attorney general action, or other representative action, nor may any Dispute be pursued on your behalf in any litigation in any court except as provided above. If for any reason a Dispute proceeds in court rather than in arbitration, we each waive any right to a jury trial. You may opt out of binding arbitration and this class action and jury trial waiver by notifying us in writing within 30 days of signing this Agreement unless a longer period is required by law. Your written notification must be mailed, emailed, or delivered to us at the address or email address listed at the top of this Agreement within 30 days of the date you sign this Agreement and must include your name, your address, and a clear statement that you do not wish to resolve Disputes through arbitration.

 

Limitation on Time to File Claims.  ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR FROM THE DATE THE CAUSE OF ACTION ACCRUES.  OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY WAIVED AND BARRED.

12.  Updates; Additional Terms: 

 

Our Services are constantly evolving. With the launch of new products, services, and features, we need the flexibility to make changes, impose limits, and occasionally suspend or terminate certain Services.  We may also update our Services, which might not work properly if you don’t install the updates.

 

We reserve the right to modify these Terms at any time, effective upon posting. You can tell when changes have been made to these Terms by referring to the “Last Updated” legend on top of this page.  We will provide you with advance notice of a major change.  For example, we may: (i) require that you reaccept the updated version of these Terms; (ii) send you an electronic notification advising of the update to these Terms; or (iii) include a notice on the Services.  We do not ordinarily provide advance notice of a minor change.

 

We encourage you to check these Terms every time you visit the Services.  Your continued use of our Services and/or utilization of any Services benefits after these Terms have been updated (and after advance notice for a major change) indicates your agreement and acceptance of the updated version of these Terms.

 

We reserve the right to require you to comply with additional rules, or guidelines in order to use additional features of our Services, to participate in certain promotions or activities available through our Services, or for other reasons. In such cases, you may be asked to expressly consent to these additional terms and conditions, for example, by checking a box or clicking on a button marked “I agree.” This type of agreement is known as a “click-through” agreement.  If terms of a click-through agreement are different than these Terms, then the terms of the click-through agreement will supplement or amend these Terms, but only with respect to the matters governed by such click-through agreement.

13.  General

 

     13.1  Consent To Do Business Electronically. We use and rely upon electronic records and electronic signatures for the execution and delivery of these Terms and any other agreements, undertakings, notices, disclosures or other documents, communications or information of any type sent or received in accordance with this Agreement and in performing our obligations and exercising our rights under these Terms. Neither you nor Vivo will prevent or inhibit in any way the other party from printing, saving, or otherwise storing electronic records sent or otherwise made available to the other party. You agree not to contest the authorization for, or validity or enforceability of, electronic records and electronic signatures, or the admissibility of copies thereof, under any applicable law relating to whether certain agreements, files, or electronic records are to be in writing or signed by you to be bound thereby. You will bear your own costs and expenses in conducting business electronically, and will undertake all steps necessary, including software, hardware, and other equipment upgrades and purchases, in order to be able to conduct business electronically.

 

     13.2  Term and Termination.  These Terms are effective unless and until terminated by Vivo or you. Vivo may, in its sole discretion, terminate your use of the Services or any part thereof if you fail to comply with any term of provision of these Terms. You may terminate these Terms at any time by discontinuing all use of the Services. Termination or cancellation of these Terms shall not affect any right or relief to which either Vivo or you may be entitled at law or in equity. Upon termination, you must terminate all use of the Services and destroy all materials, including any Vivo Content, obtained using the Services and all copies thereof.

 

     13.3  Access from Outside of the United States.  Our Services and Vivo Content is hosted in the United States and is governed by the laws of the United States.  Our products and Services, and other Vivo Content on our Services, are only directed at those located within the United States. If you are using our Services from outside the United States, please be aware that your information may be transferred to, stored and processed in the United States where our servers are located and our central database is operated.  The data protection and other laws of the United States and other countries might not be as comprehensive as those in your country.  By using the Services in any way, you hereby consent to the transfer of your data and information to, and the storage and processing of such data and information in, the United States of America.

 

     13.4  Assignment. You may not assign or otherwise transfer these Terms or any rights or obligations hereunder without Vivo’s prior, written consent.  Any assignment in violation of this Section is null and void.

 

     13.5  Entire Agreement/Severability. These Terms, together with the Privacy Policy, any amendments and any additional agreement you may enter into with Vivo in connection with the Services, shall constitute the entire agreement between you and Vivo concerning the Services and supersede any prior or contemporaneous communications, representations, or agreements, whether oral or written, between you and Vivo with respect to such subject matter. If any portion of these Terms is deemed unlawful, void or unenforceable, that portion will be deemed severable and will not affect the validity or enforceability of the remaining provisions.

 

     13.6  Force Majeure. Vivo shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, denial of service attack, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials, telecommunications, or utilities.

 

     13.7  No Waiver. No waiver of any term in these Terms shall be deemed a further or continuing waiver of such term or any other term, and Vivo’s failure to assert any right or provision under these terms shall not constitute a waiver of such right or provision.

 

     13.8  Section Headings. The section headings appearing in these Terms have been inserted for the purpose of convenience and ready reference. They do not purport to, and shall not be deemed to, define, limit or extend the scope or intent of the clauses to which they pertain.

 

     13.9  Survival of Certain Provisions.  Those provisions outlined here that normally would survive after you cease using the Services and Vivo Content and all provision indicating an ongoing obligation, which include but are not limited to Section 6 (Disclaimers); Section 7 (Limitation of Liability); Section 8 (Release and Indemnification); Section 11 (Governing Law; Arbitration; Class-Action Waiver) and Section 13 (General), shall survive any termination or expiration of these Terms, but shall not imply or create any continued right to use the Service after the termination of these Terms.

 

     13.10  Contact Us.  If you have any questions, please contact us at:

 

Impactiv, Inc.

PO Box 420821,

Atlanta, GA 30342

Email: care@teamvivo.com

Phone #: 678-701- 8486