Terms of Use Agreement

Terms of Use Agreement

Effective Date: December 11, 2020

PLEASE READ THIS TERMS OF USE AGREEMENT (“AGREEMENT”) CAREFULLY. THIS AGREEMENT IS A LEGAL CONTRACT BETWEEN YOU AND VIVI + LIVY (“Vivi + Livy,” “WE,” OR “US”).

By accessing or using any Vivi + Livy website with an authorized link to this Agreement (“Website”), accessing or using any content, information, services, features or resources available or enabled via the Website (collectively with the Website, the “Services”), clicking on a button or taking any other action to signify your acceptance of this Agreement, you: (1) agree to be bound by this Agreement and any future amendments and additions to this Agreement as published from time to time through the Services; (2) represent you are at least 18 years old; and (3) represent that you have the authority to enter into this Agreement personally and, if applicable, on behalf of any company, organization or other legal entity on whose behalf you use the Services and to bind that entity to this Agreement. References to “you,” “User” and “Users” in this Agreement refer to all individuals and other persons who access or use the Services, including, without limitation, any companies, organizations or other legal entities that access or use the Services through their respective employees, agents or representatives. Except as otherwise provided herein, if you do not agree to be bound by this Agreement, you may not access or use the Services.

Vivi + Livy reserves the right to modify this Agreement or its policies relating to the Services at any time, effective upon posting of an updated version of this Agreement. You should regularly review this Agreement, as your continued use of the Services after any such changes constitutes your agreement to such changes.

  1. When registering an account for the Services (“Account”), you agree to provide only true, accurate, current and complete information requested by the registration form and to promptly update such information thereafter as necessary to keep it current. You represent that you are not barred from using the Services under any applicable law and that you will be responsible for all activities that occur under your Account. You agree to monitor your Account to restrict its use by any persons under the age of 18 and other unauthorized users and agree not to share your Account or password with anyone. You further agree to notify Vivi + Livy immediately of any unauthorized use of your password or any other breach of the security of your Account and to exit from your Account at the end of each session. You agree not to create an Account using a false identity or alias or if you previously have been banned from using any of the Services. You further agree that you will not maintain more than one Account at any given time. Vivi + Livy reserves the right to remove or reclaim any usernames at any time and for any reason. You acknowledge and agree that you have no ownership or other property interest in your Account and that all rights in and to your Account are owned by and inure to the benefit of Vivi + Livy. YOU WILL BE SOLELY RESPONSIBLE FOR ALL ACCESS TO AND USE OF THE SERVICES BY ANYONE USING YOUR ACCOUNT WHETHER OR NOT SUCH ACCESS TO AND USE OF YOUR ACCOUNT IS ACTUALLY AUTHORIZED BY YOU, INCLUDING WITHOUT LIMITATION, ALL COMMUNICATIONS AND TRANSMISSIONS AND ALL OBLIGATIONS (INCLUDING, WITHOUT LIMITATION, FINANCIAL OBLIGATIONS) INCURRED THROUGH SUCH ACCESS OR USE.
  2. Products sold on the Website (“Products”) may be limited or unavailable in some locations due to local law or other restrictions. We reserve the right, but are not obligated, to limit the sales of any Products to any person, geographic region, or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any Products that we offer for sale on the Services. Products are subject to change at any time without notice. We reserve the right to discontinue any Product for sale on the Services at any time. Any offer for any Products made on the Services is void where prohibited. We have made every effort to display as accurately as possible the colors and images of Products. We cannot guarantee that your computer monitor’s display of any color will be accurate.
    • After your order is received, you will receive an email confirming receipt of your order (usually in minutes). If you do not receive an email confirming receipt of an order that you placed, then please contact the Vivi + Livy’s Customer Service department at [email protected] before you attempt to place another order for the same Product(s).
    • If your order is rejected due to an error in pricing and/or other information about the availability of the Product, then Vivi + Livy will notify you at the email address that you have provided. Once the error has been corrected, Vivi + Livy will ask you whether or not you would like to re-submit your order to purchase the relevant Product or another Product (if the original Product is unavailable).
    • Orders may be denied for any reason, including without limitation, where: (i) we discover an error in pricing and/or other information about the Product ordered or receive insufficient or erroneous billing, payment, and/or delivery information; (ii) we suspect an order has been placed using stolen payment card information or otherwise appears to be connected to fraud; or (iii) the ordered Product is unavailable for any reason. Any order connected with a previous debit card or credit card dispute may be refused.
    • Orders may be limited, or canceled. These restrictions may include orders placed by or under the same customer name, the same debit card or credit card, and/or orders that use the same billing and/or shipping address.
    • Orders that appear to be placed by dealers, resellers, or distributors may be limited or prohibited.
    • If your order is not completed for any reason, your order may be canceled and you will receive a refund for the amount paid for the Product.
  3. Payment Terms.
    • Payment. You agree to pay for all orders in accordance with the prices and billing terms in effect at the time an order is made. You also agree to pay all applicable taxes. To make an order through the Services, you must provide a valid debit card or credit card (Visa, MasterCard, or any other issuer accepted by the Services) (“Payment Provider”). Your Payment Provider agreement governs your use of the designated debit card or credit card, and you must refer to that agreement and not this Agreement to determine your rights and liabilities. By providing Vivi + Livy with your debit card or credit card number and associated payment information, you hereby authorize Vivi + Livy to immediately charge your debit card or credit card for all fees and charges due and payable hereunder or credit your debit card or credit card for any refunds owed and that no additional notice or consent is required. You agree to immediately notify Vivi + Livy of any change in your billing address or the debit card or credit card used for payment hereunder. Vivi + Livy reserves the right at any time to change its prices and billing methods, either immediately upon posting on the Services or by e-mail delivery to you.
    • Third Party Payment Services Provider. Vivi + Livy uses Stripe, Inc. (“Stripe”) as a third party service provider for payment services (e.g., debit card and credit card transaction processing, merchant settlement, and related services). By using the Services, you agree to be bound by Stripe’s US Terms of Service available at https://stripe.com/us/terms and Privacy Policy available at https://stripe.com/us/privacy. You hereby consent to provide and authorize Vivi + Livy and Stripe to share any information and payment instructions you provide to the extent required to complete the payment transactions in accordance with the Agreement, including personal, financial, debit card and credit card payment, and transaction information.
    • Refunds and Cancellations. All orders are non-refundable and cannot be cancelled. If you are dissatisfied for any reason, please contact us at [email protected] within five (5) days of receiving your order.
    • Discounts and Promo Codes. Discounts and promotional codes may be offered from time to time and redeemed by you for credit, or other features or benefits, subject to any additional terms that we establish on a per promotional code basis (“Promo Codes”). Promo Codes may only be used once per person. Only Promo Codes sent to you through official Vivi + Livy communications channels are valid. You agree that Promo Codes: (i) must be used for the intended audience and purpose, and in a lawful manner; (ii) may not be duplicated, sold, or transferred in any manner, or made available to the general public (whether posted to a public form or otherwise), unless expressly permitted by us; (iii) may be disabled by us at any time for any reason without liability to us; (iv) may only be used pursuant to the specific terms that we establish for such Promo Code; (v) are not valid for cash; and (vi) may expire prior to your use.
  4. User Content.
    • Responsibility for Content. You acknowledge that all content is the sole responsibility of the party from whom such content originated. This means that you, and not Vivi + Livy, are entirely responsible for all content that you make available through the Services (“Your Content”), and that you and other users of the Services, and not Vivi + Livy, are similarly responsible for all content they make available through Services (“User Content”). Vivi + Livy has no obligation to pre-screen any content. You use all User Content and interact with other Users at your own risk. Without limiting the foregoing, Vivi + Livy reserves the right in its sole discretion to investigate, pre-screen, refuse, or remove any content. Vivi + Livy shall have the right to remove any content that violates this Agreement or is otherwise objectionable.
    • Ownership of Your Content. Vivi + Livy does not claim ownership of Your Content. However, when you as a user publish Your Content on the Services, you represent that you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display Your Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in Your Content.
    • License to Your Content. You hereby grant Vivi + Livy a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, create derivative works of, publicly perform, and publicly display, Your Content (in whole or in part) for the purposes of operating and providing the Services to you and to our other users. Please remember that other users may search for, see, use, modify and reproduce any of Your Content that you submit to any “public” area of the Services. You warrant that the holder of any worldwide intellectual property right, including moral rights, in Your Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. You agree that you, not Vivi + Livy, are responsible for all of Your Content that you make available on the Services.
    • Other Restrictions on User Conduct. You agree not to use the Services for any purpose prohibited by this Agreement or by applicable law. You shall not (and shall not permit any third-party to) (a) take any action or (b) make available any content on or through the Services that: (i) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity; (ii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (iii) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (iv) involves commercial activities and/or sales without Vivi + Livy’s prior written consent, such as contests, sweepstakes, barter, advertising, or pyramid schemes; or (v) impersonates any person or entity, including any employee or representative of Vivi + Livy.
  5. You agree that submission of any ideas, suggestions, documents, and/or proposals to Vivi + Livy (“Feedback”) is at your own risk and that Vivi + Livy has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Vivi + Livy a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable 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 and maintenance of Services.
  6. Ownership of and License to Use Services.
    • Use of the Services. Except with respect to User Content, Vivi + Livy and its suppliers own all rights, title and interest in the Services. The Services are protected by copyright and other intellectual property laws throughout the world. Subject to this Agreement, Vivi + Livy grants you a limited license to use the Services solely for your personal non-commercial purposes. Any future release, update or other addition to the Services shall be subject to this Agreement. Vivi + Livy, its suppliers, and its service providers reserve all rights not granted in this Agreement.
    • Trademarks. Vivi + Livy’s stylized name and other related graphics, logos, service marks and trade names used on or in connection with the Services are the trademarks of Vivi + Livy and may not be used without permission in connection with any third-party products or services. Other trademarks, service marks and trade names that may appear on or in the Services are the property of their respective owners. You will not remove, alter or obscure any copyright notice, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.
  7. Restrictions on Use of the Services. The rights granted to you in this Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit Services or any portion of Services; (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other Services (including images, text, page layout or form); (c) you shall not use any metatags or other “hidden text” using Vivi + Livy’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of Services except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from the Services; (f) you shall not access Services in order to build similar or competitive products or services; (g) except as expressly stated herein, no part of Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in Services. Any future release, update or other addition to Services shall be subject to this Agreement. Vivi + Livy reserves all rights not granted in this Agreement. Any unauthorized use of Services terminates the licenses granted by Vivi + Livy pursuant to this Agreement. The foregoing sentence is not exclusive of any other rights or remedies that may be available to Vivi + Livy under law, equity, statute, or otherwise.
  8. Third-Party Websites. The Services may contain links to third-party websites (“Third-Party Websites”). When you click on such a link, we will not warn you that you have left the Services. Vivi + Livy does not control and is not responsible for Third-Party Links. Vivi + Livy provides these Third-Party Links only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to them, or any content, products or services accessible through such links. Your use of all Third-Party Links is at your own risk.
  9. You agree to indemnify and hold Vivi + Livy, its parents, subsidiaries, affiliates, officers, employees, representatives, agents, business partners, and licensors (collectively, the “Vivi + Livy Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) Your Content; (b) your misuse of the Services; (c) your violation of this Agreement; (d) your violation of any rights of another party, including any Users; or (e) your violation of any applicable laws, rules or regulations. Vivi + Livy reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Vivi + Livy in asserting any available defenses. You agree that the provisions in this Section will survive any termination of this Agreement, your Account, or your access to Services.
  10. Disclaimer of Warranties.
    • YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE Services ARE AT YOUR SOLE RISK. The Services ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. VIVI + LIVY PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. VIVI + LIVY PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) SERVICES OR PRODUCTS WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) ANY ERRORS IN Services WILL BE CORRECTED.
    • YOU ACKNOWLEDGE AND AGREE THAT THE VIVI + LIVY PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE VIVI + LIVY PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES (INCLUDING WITHOUT LIMITATION, PRODUCT SUPPLIERS, DELIVERY PROVIDERS, AND OTHER ORDER FULFILLMENT PROVIDERS) AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES.
    • CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE FOREGOING DISCLAIMERS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
  11. Limitation of Liability.
    • TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE VIVI + LIVY PARTIES SHALL NOT BE LIABLE FOR ANY LOSS OF PROFITS OR REVENUE OR FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF DATA, PRODUCTION, OR USE, BUSINESS INTERRUPTION OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER OR NOT Vivi + Livy HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    • UNDER NO CIRCUMSTANCES WILL THE TOTAL AGGREGATE AMOUNT THAT THE VIVY + LIVY PARTIES ARE LIABLE TO YOU EXCEED THE GREATER OF (A) IF YOU HAVE MADE ONE OR MORE ORDERS THROUGH THE SERVICES, THE AMOUNT YOU PAID FOR PRODUCTS IN CONNECTION WITH ORDERS MADE THROUGH THE SERVICES IN THE LAST 6 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR (B) IF YOU HAVE NOT MADE ANY ORDERS THROUGH THE SERVICES, ONE HUNDRED DOLLARS ($100). THE LAWS OF SOME OTHER STATES DO NOT ALLOW FOR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE LIMITATIONS SET FORTH IN THIS SUBSECTION MAY NOT APPLY TO YOU AND YOU MIGHT HAVE OTHER RIGHTS.
    • The Vivi + Livy Parties assume no responsibility for the timeliness, deletion, mis-delivery, or failure to store any content, User communications, or personalization settings.
    • The limitations of damages set forth above are fundamental elements of the basis of the bargain between Vivi + Livy and you.
  12. Procedure for Making Claims of Copyright Infringement. If you believe that your work has been copied and posted on the Services in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of the location on the Services of the material that you claim is infringing; (4) your address, telephone number and e-mail address; (5) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (6) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Contact information for Vivi + Livy’s Copyright Agent for notice of claims of copyright infringement is as follows: [email protected]
  13. Modification and Discontinuation of Services. At its sole discretion, Vivi + Livy may modify or discontinue the Services, or may modify, suspend or terminate your Account or access to the Services, for any reason, with or without notice to you and without liability to you or any third party. In addition to suspending or terminating your Account or access to the Services, Vivi + Livy reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal or injunctive redress. Even after your Account or your right to use the Services is terminated, this Agreement will remain enforceable against you and unpaid amounts you owe to Vivi + Livy for any purchases will remain due. All provisions of the Agreement which by their nature should survive, shall survive termination of the Agreement, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.
  14. International Users. These Services can be accessed from countries around the world and may contain references to services and other content that are not available in your country. These references do not imply that Vivi + Livy intends to introduce such services or content in your country. The Services are controlled and offered by Vivi + Livy from its facilities in the United States of America. Vivi + Livy makes no representations that the Services are appropriate or available for use in other locations. Those who access or use the Services from other jurisdictions do so at their own volition and are responsible for compliance with local law.
  15. General Provisions.
    • Governing Law. The Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of California, without giving effect to any principles that provide for the application of the law of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
    • Exclusive Venue. To the extent the parties initiate litigation in a court, both you and Vivi + Livy agree that all claims and disputes arising out of or relating to this Agreement or the Services will be litigated exclusively in the state courts located in Santa Clara County or federal courts located in the U.S. District Court of the Northern District of California.
    • Electronic Communications. The communications between you and Vivi + Livy use electronic means, whether you visit Services or send Vivi + Livy e-mails, or whether Vivi + Livy posts notices on Services or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from Vivi + Livy in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Vivi + Livy provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
    • Assignment. The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Vivi + Livy’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
    • Force Majeure. Vivi + Livy 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, pandemic, civil unrest, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
    • Compliance. If you believe that Vivi + Livy has not adhered to the Agreement, please contact Vivi + Livy by emailing us at [email protected] We will do our best to address your concerns. If you feel that your complaint has been addressed incompletely, we invite you to let us know for further investigation.
    • Notice. Where Vivi + Livy requires that you provide an e-mail address, you are responsible for providing Vivi + Livy with your most current e-mail address. In the event that the last e-mail address you provided to Vivi + Livy is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Agreement, Vivi + Livy’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Vivi + Livy at the following address: [email protected] Such notice shall be deemed given when received by Vivi + Livy by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
    • Waiver. Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
    • Severability. If any provision of the Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of the Agreement will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
    • Export Control. You may not use, export, import, or transfer Services except as authorized by U.S. law, the laws of the jurisdiction in which you obtained Services, and any other applicable laws. In particular, but without limitation, Services may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using Services, you 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.
    • Consumer Complaints. In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
    • Entire Agreement. The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.