VIORI terms AND CONDITIONS OF USE and license
1. This Is a Contract. Read It
This is a contract between you (“You”) and Viori Beauty, LLC (“Viori”). Your use of the VIORI.COM website (“VIORI.COM” or the “Website”) and its web-based services (the “Services”) is governed by this contract. If You also download the VIORI.COM app (the “App”), your use of the app will be governed by license, the terms of which are also set forth herein.
By (1) using and/or visiting VIORI.COM (including all content available on or through the VIORI.COM domain name) and/or (2) clicking on “I Agree” if you elect to subscribe to the services, download the app or both, You signify your assent to both this terms and conditions of use and license (the “Terms and Conditions of Use and License” or “Agreement”) and the VIORI.COM privacy policy (the “privacy policy”), which is available on our website also, which is incorporated herein by reference. If You do not agree to any of these terms or policies, then do not click on “I Agree” or otherwise use the website or services.
If You have paid money to Viori Beauty, LLC, the owner and operator of VIORI.COM, prior to reviewing these terms and conditions of use and license and You now disagree with them, please contact support@viori.com about obtaining a refund. Please print out a copy of this document now and retain it for your future reference as it will become a binding contract when you click on “I Agree” or continue to use or browse the site at VIORI.COM.
If you are entering into this agreement on behalf of a company or other legal entity, You represent that You have the authority to bind such entity and its affiliates to these terms and conditions of use and license, in which case the terms “You” or “Your” shall refer to such entity and its affiliates. If You do not have such authority, or if You do not agree with these terms and conditions of use and license, You must not accept this agreement and may not use the services, the website or the app. please contact “sales” at support@viori.com to discuss negotiating an alternative form of contract. We encourage You to review this agreement with Your lawyer before accepting these terms. Please also print out a copy of this agreement when You accept it and keep the copy with Your other important papers.
This Agreement was last updated on July 17, 2018. It is effective between You and Viori as of the date and time in our location when you click on the “I Accept” button or otherwise accept this Agreement by continuing to use the Website.
2. Use of the Services
A. The Services consist in whole or in part of software running remotely on servers controlled by Viori. You have no right to receive either an object code or source code version of the software operating on the remote servers. Your usage rights are constrained by this Agreement and are limited to accessing the services via a designated portal using username(s) and password(s) provided to you by Viori in Viori’s sole discretion.
B. Our Responsibilities
Viori shall: (i) provide to You basic support for the Services at no additional charge; (ii) use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for: (a) planned downtime (of which Viori shall attempt to give at least 24 hours’ notice via our web site, VIORI.COM, and which we shall attempt to schedule to the extent practicable during the weekend hours from 6:00 p.m. Mountain time Saturday to 6:00 a.m. Mountain time Sunday), or (b) any unavailability caused by circumstances beyond our reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Viori employees), or internet service provider failures or delays or other systemic Internet issues; and (iii) provide the Services only in accordance with applicable laws and government regulations.
C. Your Responsibilities
You shall (i) be solely responsible for the accuracy, quality, integrity and legality of Your Data and of the means by which You acquired Your Data; (ii) prevent unauthorized access to or use of the Services, and notify us promptly of any such unauthorized access or use; and (iii) use the Services only in accordance with this Agreement and applicable laws and government regulations. You shall not (i) make the Services available to anyone other than an authorized user; (ii) sell, resell, rent or lease the Services; (iii) use the Services to store or transmit infringing, libelous, obscene or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy or intellectual property rights; (iv) use the Services to store or transmit malicious code; (v) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein; (vi) attempt or permit others to attempt to gain unauthorized access to the Services or their related systems or networks; or (vii) copy, reproduce, publicly perform or create derivative works based upon the Services or their documentation or templates or make or have made any feature or functionality of the Services.
D. Usage Limitations
. The Services may be subject to other limitations, such as, for example, limits on server or cloud storage space or Internet bandwidth. We shall employ commercially reasonable efforts to apprise you of any such limitations. The Services notification information will enable You to monitor Your compliance with such limitations.
3. Confidentiality
4. Third-Party Sites and Linking
A. The Website may contain links to third-party websites that are not owned or controlled by VIORI. VIORI has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites. In addition, VIORI will not and cannot censor or edit the content of any third-party site. By using the Website, you expressly relieve VIORI from any and all liability arising from your use of any third-party website. Accordingly, we encourage you to be aware when you leave the Website and to read the terms and conditions and privacy policy of each other website that you visit. YOU MAY BE ASKED TO ENTER INTO CONTRACTS WITH THOSE THIRD-PARTY SITES OR THEIR OWNERS OR OPERATORS BY VIRTUE OF YOUR CLICKING ON A LINK ON THIS WEBSITE AND BEING TRANSPORTED TO THE EXTERNAL THIRD-PARTY SITE(S). YOU UNDERSTAND AND ACCEPT THE RISK OF PERHAPS BEING REQUIRED TO ENTER INTO SUCH THIRD-PARTY CONTRACTS AS A CONDITION OF YOUR RECEIVING THE SERVICES OFFERED BY THIS WEBSITE AND THE LINKED THIRD-PARTY SITES AND THAT VIORI IS NOT RESPONSIBLE FOR YOUR ACTIONS OR INACTIONS IN CONNECTION WITH ANY THIRD-PARTY SITE. B. To view or access all the features of the Website, your web browser may require additional third-party software, also known as plug-ins, add-ons, extensions, etc. VIORI makes no warranties that this third-party software will be compatible with your computer and specifically disclaims any liability for direct or consequential damages that arise when you download, install, or use third-party software to access the content or features of the Website. C. You may not obtain a username and password and thereafter access or use, or allow your agent or employee to access or use, the Services or Website or download the App if You are our direct competitor, except with our prior written consent, and only authorized persons may obtain or utilize issued usernames or passwords. In addition, You may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
5. Website Access
A. VIORI hereby grants you limited, revocable license to use the Website subject to your compliance with these Terms and Conditions of Use and License and further conditioned upon: (i) your use of the Website as permitted hereby is solely for your personal, noncommercial use; (ii) you will not copy or distribute any part of the Website in any medium without VIORI’s prior written authorization; (iii) you will not alter or modify any part of the Website other than as may be reasonably necessary to use the Website for its intended purpose; (iv) you will not register or obtain domain names, Twitter handles, Facebook pages, or Instagram, Pinterest or other social media accounts using or incorporating any VIORI intellectual property, including but not limited to its trademarks; and (v) you will otherwise comply with the terms and conditions of these Terms and Conditions of Use and License. B. In order to access some features of the Website and subscribe to the Services, you may have to create an account. You may never use another’s account without VIORI’s permission. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You must notify VIORI immediately of any breach of security or unauthorized use of your account. Although VIORI will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses of VIORI or others due to such unauthorized use. C. You agree not to use or launch any automated system, including without limitation, “robots,” “spiders,” “offline readers,” etc., that accesses the Website in a manner that sends more request messages to the VIORI servers in a given period of time than a human can reasonably produce in the same period by using a conventional web browser. Notwithstanding the foregoing, VIORI grants the operators of public search engines permission to use automated systems to copy materials from the Website for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives of such materials. VIORI reserves the right to revoke these exceptions either generally or in specific cases. You agree not to collect or harvest any personally identifiable information, including account names, from the Website, and not to use the communication systems provided by the Website for any commercial solicitation purposes. You agree not to solicit, for commercial purposes, any users of the Website with respect to their User Submissions (as defined below).
6. Rights in Data
A. You hereby authorize and consent to the collection, storage and use, by VIORI and its affiliates, partners and agents, of any information and data related to or derived from Your use of the Website, the Services or the App, and any information or data that You provide to VIORI and its affiliates, partners and licensors (“Data”). As between VIORI and You, You exclusively own all rights, title and interest in and to all of your Data. Other data generated by your use of the Services, Website or App shall be owned by us. B. You grant VIORI a non-exclusive, royalty-free, worldwide license to use Your Data to improve the Services. Without limiting the generality of the foregoing, the Data shall include, without limitation, the following types of information and data, in an aggregate (not user level) form: search requests, search results, patterns, referrer site information, data and suggestions based on user actions. Notwithstanding the foregoing, You shall not provide or disclose and the Information shall not include any information or data that is personally identifiable to You. The Data will be treated as being non-confidential and nonproprietary, and VIORI assumes no obligation to protect confidential or proprietary information (other than personally identifiable information, per the Privacy Policy) from disclosure and will be free to reproduce, use, sell, license, and distribute the Data to others without restriction. VIORI will also be free to use, monetize, sell, license and develop intellectual property out of and from any ideas, concepts, know-how or techniques contained in the Data for any purpose whatsoever including, without limitation, developing, manufacturing and marketing products and services incorporating such information.
7. Intellectual Property Rights
The content on the Website, except all User Submissions (as defined below), including without limitation, the text, software, metatags, scripts, graphics, photos, sounds, music, videos, interactive features and the like (“Content”) and the trademarks, service marks, trade dress and logos contained therein (“Marks”), are owned by or licensed to VIORI, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. Content on the Website is provided to you AS IS and with all faults accepted for your information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. VIORI reserves all rights not expressly granted in and to the Website and the Content. You agree not to engage in the use, copying, or distribution of any of the Content other than expressly permitted herein, including any use, copying, or distribution of User Submissions of third parties obtained through the Website for any commercial purposes. If you download or print a copy of the Content for personal use, you must retain all copyright and other proprietary notices contained therein. You agree not to circumvent, disable or otherwise interfere with security related features of the Website or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Website or the Content therein.
8. Term and Termination
A. This Agreement commences on the date You accept it and continues until terminated as provided herein. If You elect to use the Services for a 30-day free trial period and do not purchase a subscription before the end of that period, this Agreement will terminate at the end of the 30-day free trial period.
B. Term of Purchased Subscriptions
Subscriptions purchased by You commence on the date you click on “I Agree.” Except as otherwise specified or agreed, all subscriptions shall automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant subscription term. The per-unit pricing during any such renewal term shall be the same as that during the prior term unless we have given You written notice of a pricing increase at least 30 days before the end of such prior term, in which case the pricing increase shall be effective upon renewal and thereafter.
C. Termination
A party may terminate this Agreement for cause: (i) upon 30-days’ written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. We may also terminate this Agreement at any time on 15-days’ written notice to you.
D. Refund or Payment upon Termination
Upon any termination for cause by You, VIORI shall refund You any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Upon any termination for cause by VIORI, You shall pay any unpaid fees covering the remainder of the term after the effective date of termination. In no event shall any termination relieve You of the obligation to pay any fees payable to VIORI for the period prior to the effective date of termination.
E. Return of Your Data
Upon request by You made within 45 days after the effective date of termination of a Services subscription, VIORI will make available to You for download a file of Your Data in comma separated value (.csv) format along with attachments in their native format. After such 45-day period, VIORI shall have no obligation to maintain or provide any of Your Data and shall thereafter, unless legally prohibited, delete all of Your Data in our systems or otherwise in our possession or under our control.
9. User Submissions
A. The Website may now or in the future permit the submission of photographs or other communications submitted by you and other users (“User Submissions”) and the hosting, sharing, and/or publishing of such User Submissions. You understand that whether or not such User Submissions are published, VIORI does not guarantee any confidentiality with respect to any submissions. B. You shall be solely responsible for your own User Submissions and the consequences of posting or publishing them. In connection with User Submissions, you affirm, represent, and/or warrant that: (i) you own or have the necessary licenses, rights, consents, and permissions to use and authorize VIORI to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all User Submissions to enable inclusion and use of the User Submissions in the manner contemplated by the Website and these Terms and Conditions of Use and License; and (ii) you have the written consent, release, and/or permission of each and every identifiable individual person in the User Submission to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the User Submissions in the manner contemplated by the Website and these Terms and Conditions of Use and License. For clarity, you retain all of your ownership rights in your User Submissions. However, by submitting the User Submissions to the Website, you hereby grant VIORI a worldwide, non-exclusive, royalty-free, sub-licensable and transferable license to use, make, have made, sell, lease, rent, copy, reproduce, distribute, and prepare derivative works of, display, and publicly perform the User Submissions in connection with the Website and VIORI’s (and its successor’s) business, including without limitation for promoting and redistributing part or all of the Website (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each user of the Website a non-exclusive license to access your User Submissions through the Website, and to use, reproduce, distribute, prepare derivative works of, display and perform such User Submissions as permitted through the functionality of the Website and under these Terms and Conditions of Use and License. The foregoing license granted by you terminates once you remove or delete a User Submission from the Website by contacting support@viori.com and instructing that a particular User Submission is to be removed or deleted. C. In connection with User Submissions, you further agree that you will not: (i) submit material that is subject to protection under the copyright laws of the United States or any foreign country, protected by trade secret, or otherwise subject to third-party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant VIORI all of the license rights granted herein; (ii) publish falsehoods or misrepresentations that could damage VIORI or any third party; (iii) submit material that is unlawful, defamatory, libelous, threatening, harassing, hateful, sexually explicit, or racially or ethnically offensive, or that encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or otherwise be inappropriate; (iv) post advertisements or solicitations of business; or (v) impersonate another person. VIORI does not endorse any User Submission or any opinion, recommendation, or advice expressed therein, and VIORI expressly disclaims any and all liability in connection with User Submissions. VIORI does not permit copyright infringing activities and infringement of intellectual property rights on its Website, and VIORI will remove all Content and User Submissions if properly notified that such Content or User Submission infringes on another’s intellectual property rights pursuant to Section 9D below. VIORI reserves the right to remove Content and User Submissions without prior notice. VIORI will also terminate a User’s access to its Website, if they are determined to be a repeat infringer. VIORI will not be obligated to refund any unused portion of a listing, membership or subscription fee if an account is terminated for repeat copyright infringement. A repeat infringer is a User who has been notified of infringing activity more than twice and/or has had a User Submission removed from the Website more than twice. VIORI also reserves the right to decide whether Content or a User Submission is appropriate and complies with these Terms and Conditions of Use and License for violations other than copyright infringement and violations of intellectual property law, including, but not limited to, whether a User Submission is defamatory, excessively long, or otherwise violates these Terms and Conditions of Use and License. VIORI may remove such User Submissions and/or terminate a User’s access for uploading such material in violation of these Terms and Conditions of Use and License at any time, without prior notice and at its sole discretion. D. In particular, if you are a copyright owner or an agent thereof and believe that any User Submission or other content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent with the following information in writing (see 17 U.S.C. 512(c)(3) for further detail):
(i) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
(ii) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
(iii) Identification of the material that is claimed 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 reasonably sufficient to permit the service provider to locate the material;
(iv) Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;
(v) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
(vi) A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
E. VIORI’s designated Copyright Agent to receive notifications of claimed infringement is: 1123 N 1430 W Orem, UT 84057 ; e-mail: support@viori.com. See also https://www.copyright.gov/dmca-directory/. F. You understand that when using the Website, you will be exposed to User Submissions from a variety of sources, and that VIORI is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Submissions. You further understand and acknowledge that you may be exposed to User Submissions that are inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against VIORI with respect thereto, and agree to indemnify and hold VIORI its Owners/Operators, affiliates, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of the Website. G. VIORI permits you to link to materials on the Website for personal, non-commercial purposes only and reserves the right to disable access to any site acting as the referring site, in VIORI’s sole discretion.
10. Unsolicited Idea Submission Policy
Please do not send unsolicited ideas to VIORI including but not limited to ideas for advertising campaigns, promotions, products, product improvements, processes, materials, marketing plans, or product names. Neither VIORI nor any of its employees accept or consider unsolicited ideas. This policy is intended to avoid misunderstandings or disputes when VIORI’s products, services, or marketing strategies seem similar to unsolicited ideas that were submitted to VIORI If, despite our request that you not send us your ideas, you still send them, then regardless of what your submission states, the following terms shall apply to your submission: (1) you agree that your ideas will automatically become the property of VIORI without compensation to you, and (2) you agree that VIORI can use the ideas for any purpose and in any way—even give them to others—without compensation or acknowledgement to you. You accordingly hereby assign and agree to assign such to VIORI, and you waive your moral rights to attribution and integrity as to any such unsolicited ideas. When we wish to solicit your feedback on our services and products, we will do so through a dedicated portion of our Website or through another dedicated communication channel or process.
11. Warranty Disclaimer
ALTHOUGH VIORI WILL USE COMMERCIALLY REASONABLE EFFORTS TO STORE AND SECURE YOUR DATA, YOU MUST NOT RELY ON VIORI AS THE SOLE SOURCE OR REPOSITORY OF ANY SUCH INFORMATION. VIORI DISCLAIMS LIABILITY FOR YOUR FAILURE TO KEEP BACKUPS OF YOUR DATA. YOU AGREE THAT YOUR USE OF THE WEBSITE, THE SERVICES AND THE APP SHALL BE AT YOUR SOLE RISK. THE WEBSITE, THE SERVICES AND THE APP ARE PROVIDED AND LICENSED “AS-IS” AND WITH ALL FAULTS ACCEPTED. TO THE FULLEST EXTENT PERMITTED BY LAW, VIORI ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEBSITE AND YOUR USE THEREOF, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. VIORI MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE WEBSITE’S. SERVICES’ OR APP’S CONTENT OR THE CONTENT OF ANY SITES LINKED TO THIS WEBSITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT OF THE WEBSITE, THE SERVICES OR THE APP; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE WEBSITE, THE SERVICES OR THE APP; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR WEBSITE OR SERVERS; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR WEBSITE BY ANY THIRD PARTY; OR (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, E-MAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE WEBSITE. VIORI DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE WEBSITE OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND VIORI WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
12. Limitation of Liability
IN NO EVENT SHALL VIORI, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT OF THE WEBSITE, SERVICES OR APP, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT VIORI IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. The Website is controlled and offered by VIORI from its facilities in the United States of America. VIORI makes no representations that the Website is appropriate or available for use in other locations. Those who access or use the Website from other jurisdictions do so at their own volition and are responsible for compliance with local law.
13. Indemnity
You agree to defend, indemnify, and hold harmless VIORI its parent company, officers, directors, affiliates, employees, and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Website, the Services or the App; (ii) your violation of any term of these Terms and Conditions of Use and License; (iii) your violation of any third-party right, including without limitation any copyright, patent, trademark, property, or privacy right; or (iv) any claim that one of your User Submissions caused damage to a third party. This defense and indemnification obligation will survive these Terms and Conditions of Use and License and your use of the Website, the Services or the App.
14. Ability to Accept Terms and Conditions of Use and License
You affirm that you are either 18 or more years of age on the date at your location at which you click on “I Agree,” are an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms and Conditions of Use and License, and to abide by and comply with these Terms and Conditions of Use and License.
15. Assignment
These Terms and Conditions of Use and License, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by VIORI without restriction.
16. General
A. You agree that: (i) the Website is to be deemed to be based solely in the state of Utah, USA; and (ii) the Website is to be deemed a passive website that does not seek to purposefully avail itself of the benefits and privileges of doing business in any state other than Utah and thus does not give rise to personal jurisdiction over VIORI, its owners, members, officers, directors, employees or agents, either specific or general, in jurisdictions other than Utah. These Terms and Conditions of Use and License shall be governed by the internal substantive laws of the State of Utah, without respect to its conflict of laws principles. Any claim or dispute between you and VIORI that arises in whole or in part from the Website shall be decided exclusively by a court of competent jurisdiction located inUtah County, Utah. These Terms and Conditions of Use and License, together with the Privacy Policy and any other legal notices published by VIORI on the Website, shall constitute the entire agreement between you and VIORI concerning the Website. If any provision of these Terms and Conditions of Use and License is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms and Conditions of Use and License, which shall remain in full force and effect. No waiver of any term of these Terms and Conditions of Use and License shall be deemed a further or continuing waiver of such term or any other term, and VIORI’s failure to assert any right or provision under these Terms and Conditions of Use and License shall not constitute a waiver of such right or provision. B. VIORI may amend these Terms and Conditions of Use and License at any time. If you wish to be notified of any changes to these Terms and Conditions of Use and License, you must e-mail us at support@viori.com, and if your e-mail address changes at any time, you are responsible for notifying us of your new address by sending an e-mail to support@viori.com. If you choose not to be notified of any changes to these Terms and Conditions of Use and License by not complying with the preceding e-mail notification requirements, you thereby waive your right to notification and agree that you are responsible for reviewing these Terms and Conditions of Use and License each time you visit this Website. In all cases, your use of the Website following any amendment of these Terms and Conditions of Use and License will signify your assent to and acceptance of its revised terms, even if we fail to send you an e-mail notification. CONTACTING US VIA EMAIL FOR THE PURPOSES SET FORTH ABOVE CONSTITUTES YOUR OPTING-IN TO RECEIVE EMAIL COMMUNICATIONS FORM US FOR PURPOSES OF THE UNITED STATES CAN-SPAM ACT. YOU AND VIORI AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE WEBSITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION WILL BE PERMANENTLY WAIVED.
C. Entire Agreement
This Terms and Conditions of Use and License including the documents incorporated herein by reference constitute the entire agreement with respect to the use of the Application licensed hereunder and supersedes all prior or contemporaneous understandings regarding such subject matter.
D. Attorney Fees
You shall pay on demand all of our reasonable attorney fees and other costs incurred by us to collect any fees or charges due us under this Agreement following Your breach of Section 6.2 (Invoicing and Payment). Moreover, in any action arising out of or related to this Agreement, the prevailing party shall be entitled to an award of its reasonable attorneys’ fees and costs of suit.
E. Relationship of the Parties
The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
VIORI MOBILE APPLICATION END USER LICENSE AGREEMENT THE TERMS OF THE VIORI TERMS OF SERVICE AND LICENSE AND THE VIORI PRIVACY POLICY ARE FULLY INTEGRATED HEREIN. THIS LICENSE GOVERNS YOUR USE OF THE VIORI MOBILE APPLICATION (THE “APPLICATION”). PLEASE READ THIS END USER SOFTWARE LICENSE AGREEMENT (“LICENSE”) CAREFULLY BEFORE CLICKING THE “I AGREE” BUTTON ACCOMPANYING THIS LICENSE. BY CLICKING THE “ I AGREE” BUTTON YOU ARE ENTERING INTO AND AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, DO NOT CLICK THE “I AGREE” BUTTON.
17. General
The Application is licensed, not sold, to You by VIORI (the “Company”) for use strictly in accordance with the terms and conditions of this License, and any “usage rules” established by any other third party usage rules or terms of use, such as Apple Inc. and such other vendors (“Usage Rules”), which are incorporated herein by this reference. The term “Application” shall refer to and consist of the following: (i) the mobile software application accompanying this License, including, without limitation, any software code, scripts, interfaces, graphics, displays, text, documentation and other components; (ii) any updates, modifications or enhancements to the items listed in subsection (i); and (iii) any specific website the Application directs you to via any browser located on an iPhone, Android or such other mobile device (“Mobile Device”).
18. License Grant and Restrictions on Use
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A. License Grant
Subject to the terms and conditions herein, Company grants You a revocable, non-exclusive, non-transferable, limited right under copyright to install and use the Application on a single Mobile Device owned and controlled by You, and to access and use the Application on such Mobile Device strictly in accordance with the terms and conditions of this License, the Usage Rules and any service agreement associated with your Mobile Device (collectively “Related Agreements”).
B. Restrictions on Use
You shall use the Application strictly in accordance with the terms of the Related Agreements and shall not: (a) decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the Application; (b) make any modification, adaptation, improvement, enhancement, translation or derivative work from the Application; (c) violate any applicable laws, rules or regulations in connection with Your access or use of the Application; (d) remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of Company or its affiliates, partners, suppliers or the licensors of the Application; (e) use the Application for any revenue generating endeavor, commercial enterprise, or other purpose for which it is not designed or intended; (f) distribute the Application to multiple Mobile Devices; (g) make the Application available over a network or other environment permitting access or use by multiple Mobile Devices or users at the same time; (h) use the Application for creating a product, service or software that is, directly or indirectly, competitive with or in any way a substitute for any services, product or software offered by Company; (i) use the Application to send automated queries to any website or to send any unsolicited commercial e-mail; or (j) use any proprietary information or interfaces of Company or other intellectual property of Company in the design, development, manufacture, licensing or distribution of any applications, accessories or devices for use with the Application.
19. Intellectual Property Rights
A. Rights to Application
You acknowledge and agree that the Application and all copyrights, patents, trademarks, trade secrets and other intellectual property rights associated therewith are, and shall remain, the property of Company. Furthermore, You acknowledge and agree that the source and object code of the Applications and the format, directories, queries, algorithms, structure and organization of the Application are the intellectual property and proprietary and confidential information of Company and its affiliates, licensors and suppliers. Except as expressly stated in this License, You are not granted any intellectual property rights in or to the Application by implication, estoppel or other legal theory, and all rights in and to the Application not expressly granted in this License are hereby reserved and retained by Company.
B. Third Party Software
The Application may utilize or include third party software that is subject to open source and third party license terms (“Third Party Software”). You acknowledge and agree that Your right to use such Third Party Software as part of the Application is subject to and governed by the terms and conditions of the open source or third party license applicable to such Third Party Software, including, without limitation, any applicable acknowledgements, license terms and disclaimers contained therein. In the event of a conflict between the terms of this License and the terms of such open source or third party licenses, the terms of the open source or third party licenses shall control with regard to Your use of the relevant Third Party Software. In no event, shall the Application or components thereof be deemed to be “open source” or “publically available” software.
C. Company’s Marks
. You are not authorized to use the Company trademarks in any advertising, publicity or in any other commercial manner without the prior written consent of Company, which may be withheld for any or no reason.
D. Infringement Acknowledgement
You and Company acknowledge and agree that, in the event of a third party claim that the Application or Your possession or use of the Application infringes any third party’s intellectual property rights, You (and not Company) will be responsible for the investigation, defense, settlement and discharge of any such claim of intellectual property infringement. You will, however, promptly notify Company in writing of such a claim.
20. Restriction on Transfer
You may not rent, lease, lend, sublicense or transfer the Application, this License or any of the rights granted hereunder. Any attempted transfer in contravention of this provision shall be null and void and of no force or effect.
21. Term and Termination
A. Term This License shall be effective until terminated.
B. Termination
Company may, in its sole and absolute discretion, at any time and for any or no reason, suspend or terminate this License and the rights afforded to You hereunder with or without prior notice. Furthermore, if You fail to comply with any terms and conditions of this License, then this License and any rights afforded to You hereunder shall terminate automatically, without any notice or other action by Company. Upon the termination of this License, You shall cease all use of the Application and uninstall the Application.
22. Compatibility
Company does not warrant that the Application will be compatible or interoperable with Your Mobile Device or any other piece of hardware, software, equipment or device installed on or used in connection with your Mobile Device. Furthermore, You acknowledge that compatibility and interoperability problems can cause the performance of your Mobile Device to diminish or fail completely, and may result in permanent the damage to Your Mobile Device, loss of the data located on Your Mobile Device, and corruption of the software and files located on Your Mobile Device. You acknowledge and agree that Company and its affiliates, partners, suppliers and licensors shall have no liability to You for any losses suffered resulting from or arising in connection with compatibility or interoperability problems.
23. Product Claims
You acknowledge that You (not Company) are responsible for addressing any third party claims relating to Your use or possession of the Application, and agree to notify Company of any third party claims relating to the Application of which You become aware. Furthermore, You hereby release Company from any liability resulting from Your use or possession of the Application, including, without limitation, the following: (i) any product liability claims; (ii) any claim that the Application fails to conform to any applicable legal or regulatory requirement; and (iii) any claim arising under consumer protection or similar legislation.
24. Miscellaneous
A. Survival
The following sections of this License and any other provisions of this License which by their express language or by their context are intended to survive the termination of this License shall survive such termination
