Terms and Conditions

View UK Terms and Conditions
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MEMBERSHIP TERMS AND CONDITIONS

THESE TERMS

1. These Membership Terms and Conditions (“these Terms”), together with our Privacy Policy, govern your use of the website located at http://uk.vivatic.com (“our Website”).

“Use” and “using” our Website includes (by way of example) accessing our Website, browsing our Website, joining the Vivatic Programme by creating a Vivatic Account, and participating in the Vivatic Programme by applying for, bidding for and undertaking Earning Opportunities.

2. Please read these Terms and our Privacy Policy carefully before you use our Website.

3. By using our Website, you are agreeing to these Terms and our Privacy Policy (to the exclusion of all other terms and conditions).

4. If you do not agree to be bound by these Terms or our Privacy Policy, you must not use our Website (or continue to do so).

5. If you are not at least 16 (sixteen) years old, you must not use our Website at any time or in any manner.

6. We may change these Terms at any time and without notice by amending this page. All changes will be effective from the date that they are uploaded to this page. Please check this page from time to time to take notice of any changes that we may make, as they are binding on you. Your continued use of our Website indicates your acceptance of any and all changes.

OTHER DOCUMENTS

1. By using our Website, you are also agreeing to our Privacy Policy, which sets out the terms on which we process any personal data that you provide to us, or that we collect from you.

2. In addition to complying with these Terms and our Privacy Policy, you must also comply with any and all Additional Terms (as defined below) that apply to an Earning Opportunity.

3. In the event of any conflict or inconsistency between a provision of these Terms and a provision of any other document referred to in the Agreement, the provision of these Terms will prevail.

ABOUT US

1. Our Website is owned and operated by Marketing VF Limited, trading as Vivatic (“Vivatic”, “we”, “us”, “our”).

2. Marketing VF Limited is a company registered in England and Wales, with company number 06951544, whose registered office address and main business address are at Ryland House, 24a Ryland Road, London NW5 3EH, United Kingdom.

3. You can contact us by email at customers@vivatic.com.

USEFUL DEFINITIONS

1. Throughout these Terms, the following words and expressions will have the following meanings:

a. “Additional Terms” means any additional special terms and conditions that apply to a specific Earning Opportunity.
b. “Agreement” means the legally binding contract between Vivatic and you, comprising and incorporating these Terms and our Privacy Policy.
c. “Confidential Information” means information in whatever form (including in written, oral, visual or electronic form or on any magnetic or optical disk or memory and wherever located) relating to the business, affairs, finances, customers, clients, partners, affiliates, suppliers, products and services of Vivatic.
d. “Earning Opportunities” means opportunities to complete surveys, answer questions or polls, provide feedback, write articles, and refer friends to the Vivatic Programme, and apply for, bid for and undertake other tasks and offers, made available through our Website. Earning Opportunities may be made available by Vivatic directly or by Vivatic for and on behalf of Third Parties.
e. “Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, moral rights, trade marks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world.
f. “Invoice Threshold” means a Vivatic Balance of or greater than £25.00 (twenty five pounds sterling).
g. “Third Party” means a third party for and on behalf of whom we make available Earning Opportunities. For example, a market research/survey company.
h. “Vivatic Account” means a password-protected account through which the Vivatic Programme may be accessed.
i. “Vivatic Balance” means, at any given time, the total amount that has been credited to your Vivatic Account in consideration of your completion of Earning Opportunities less any payments that have been made to you and less any expired and cleared sums.
j. “Vivactic Scheme” means the membership programme owned and operated by us through our Website through which you may access, view, apply for, bid for and undertake Earning Opportunities.
k. “Works” means all documents and other materials in whatever form, including hard copy and electronic form, prepared by you in undertaking Earning Opportunities. For example, an article that you have written.
l. “you” and “your” means you, the living individual who, as a self-employed independent contractor, has joined the Vivatic Programme by opening a Vivatic Account and undertaken Earning Opportunities (or intends doing so).

2. The headings in these Terms are inserted for convenience only, and will not affect its construction.

3. A reference to a party includes its successors or permitted assigns.

4. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

5. Any phrase introduced by the terms including, include, in particular or any similar expression will be construed as illustrative, and will not limit the sense of the words preceding those terms.

6. Unless the context otherwise requires, a reference to one gender will include a reference to the other genders, and words in the singular will include the plural and vice versa.

7. A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension or re-enactment, and includes any subordinate legislation for the time being in force made under it.

OUR WEBSITE

1. You are responsible for making all arrangements necessary for you to access our Website and join and participate in the Vivatic Programme.

2. We do not guarantee that our Website or the Vivatic Programme, or any part of it, or any content on it, will always be available, uninterrupted, or free from errors or omissions.

3. At any time, and without notice, we may suspend, withdraw, discontinue or change all or any part of our Website or the Vivatic Programme, or the content on them, or any Earning Opportunities. We will not be liable to you if for any reason all or any part our Website or the Vivatic Programme, or the content on them, or any Earning Opportunity, is unavailable at any time or for any period.

4. Although we make reasonable efforts to update the content on our Website, we make no representations, warranties or guarantees, whether express or implied, that the content on our Website is accurate, complete or up-to-date.

OPENING A VIVATIC ACCOUNT / JOINING THE VIVATIC PROGRAMME

1. Membership of the Vivatic Programme enables you to access, view, apply for, bid for and undertake Earning Opportunities.

2. To open a Vivatic Account and join and participate in the Vivatic Programme, you must:

a. be a living individual;
b. be over 16 (sixteen) years of age;
c. have a personal email address; and
d. have and maintain an account with PayPal, which must have a valid and active email address, and be validated by a bank account.

3. If you do not meet and maintain these criteria, you may not open a Vivatic Account or join or participate in the Vivatic Programme.

4. We permit one (1) Vivatic Account per person. You may not open or hold more than one Vivatic Account or join the Vivatic Programme more than once, or attempt to do so. You may not sell or otherwise transfer your Vivatic Account (or any part of it, including the Vivatic Balance) to any person, or attempt to do so.

5. In addition to the foregoing, we do not permit:

a. the same email address or mailing/postal address to be used for more than one (1) Vivatic Account;
b. more than one (1) Vivatic Account to be accessed or used on the same computer or other Internet-enabled device; or
c. more than one (1) Vivatic Account per household (which we may determine by obtaining and viewing IP addresses).

6. The Vivatic Programme is not open to:

a. companies or other corporate or incorporated persons or bodies; or
b. employees of Vivatic or its parent company, subsidiaries, partners, affiliates or suppliers who are connected in any way to the operation of our Website, or their immediate family members.

7. At any time, and for any reason (or no reason), we may refuse to open a Vivatic Account, or refuse participation in the Vivatic Programme or an Earning Opportunity.

8. You warrant that:

a. all information that you provide to us at any time and for any reason (including your Account Information, as defined below) will be true, accurate and complete, and not false, fraudulent or misleading;
b. you have the right, power and authority, and have obtained all licenses, authorisations and consents necessary, to enter into the Agreement, perform your obligations under the Agreement, join and participate in the Vivatic Programme, and undertake Earning Opportunities;
c. you are in possession of all current and valid work and other visas and permits, and tax, tax code and national insurance documentation, necessary to join and participate in the Vivatic Programme, and undertake Earning Opportunities, and that you will provide any details and evidence of such visa, permits and documentation upon request to Vivatic;
d. you are permitted to join and participate in the Vivatic Programme and undertake Earning Opportunities under the laws of each country in which you will access and participate in the Vivatic Programme and undertake Earning Opportunities;
e. you will comply with all applicable laws and regulations in all applicable jurisdictions relating to your participation in the Vivatic Programme and the undertaking of Earning Opportunities; and
f. you will not make any defamatory or derogatory comments in relation to Vivatic or the Vivatic Programme, in any form, and either on our Website or on any other website or social media or networking platform (or encourage others to do so).

9. You agree to indemnify and keep indemnified us at all times against all or any costs, claims, damages or expenses incurred by us, or for which we may become liable, with respect to any breach by you of the above warranties.

10. You are responsible for ensuring that all information about you (including your email address and payment details) is held by us is kept correct and up-to-date.

11. You are responsible for providing, at your own expense, all necessary equipment, tools and materials to undertake Earning Opportunities.

ACCOUNT INFORMATION

1. You must keep your Vivatic Account username, password and other information (“Account Information”) confidential, and not disclose it to any other person.

2. Only you may access and use your Vivatic Account, and you must not permit any other person to do so. You must not access or use the Vivatic Account of any other person.

3. If you know or suspect that another person knows your Account Information, or has accessed your Vivatic Account or attempted to do so, you must promptly notify us at customers@vivatic.com.

4. At any time, we have the right to disable your Account Information, whether chosen by you or allocated by us, and disable access to your Vivatic Account if in our reasonable opinion you have failed to comply with these Terms.

5. We will not be liable for any unauthorised use of your Vivatic Account or Account Information. You are responsible for all activity in relation to your Vivatic Account, whether such activity occurs with or without your knowledge.

USING THE VIVATIC PROGRAMME

1. You may use our Website and participate in the Vivatic Programme only for lawful purposes. You may not use our Website or participate in the Vivatic Programme:

a. in any way that breaches any applicable local, national or international laws or regulations in any applicable jurisdiction;
b. in any way that is unlawful, unprofessional or fraudulent, or has any unlawful, unprofessional or fraudulent purpose or effect;
c. to transmit, or procure the sending of, any unsolicited or unauthorised marketing, advertising or promotional material or any other form of similar solicitation (spam); or
d. to transmit any viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other codes, programs or materials that are malicious or technologically harmful.

2. You agree to indemnify and keep indemnified us at all times against all or any costs, claims, damages or expenses incurred by us, or for which we may become liable, with respect to any breach by you of the above warranties.

3. You must not reproduce, duplicate, copy or re-sell any part of our Website.

4. You must not access without authority, interfere with, damage or disrupt any part of our Website, any equipment or network on which our Website is stored, any software used in the provision of our Website, or any equipment, network or software owned or used by any third party.

5. The list of prohibitions above and elsewhere in these Terms provides examples and is not complete or exclusive. Vivatic may report to law enforcement authorities any actions that may be illegal, and any reports it receives of such conduct. When legally required or at Vivatic’s discretion, Vivatic will cooperate with law enforcement agencies in any investigation of alleged illegal activity on our Website or on the Internet.

EARNING OPPORTUNITIES

1. From time to time, we may post Earning Opportunities on our Website. We do not represent, warrant or guarantee that we will make available any minimum number of Earning Opportunities, or any Earning Opportunities at all.

2. Each Earning Opportunity is governed by the Agreement and (if any) the applicable Additional Terms.

3. It is your responsibility to read all Additional Terms that apply to an Earning Opportunity. Such Additional Terms may contain terms and information in relation to (for example) deadlines, compensation, delivery, promotional commitments, and scope of duty requirements, and they may vary from Earning Opportunity to Earning Opportunity.

4. You will undertake and complete each Earning Opportunity with due care and skill, and in a professional manner.

5. If, in our sole opinion, an Earning Opportunity has not been completed satisfactorily, you will, within a reasonable time and at your own cost and expense, use your best endeavours to correct and remedy the unsatisfactory Work and complete the Earning Opportunity to our satisfaction.

6. For the avoidance of doubt, no payment will be made to you until Vivatic has determined that the Earning Opportunity has been completed satisfactorily, and no additional payment will be made to you for any corrective or remedial action that is required.

7. You must deliver any and all Works to us in accordance with the instructions and procedures specified by us, which may be set out in Additional Terms.

REFERRING FRIENDS

1. From time to time, we may make available refer a friend offers, and you may be assigned a unique URL for the purpose of participating in such offers.

2. You must not ‘spam’ or otherwise illegally market, advertise or promote any URL that we may assign to you, any such offers or the Vivatic Programme, whether by email, through social networking websites or by or through any other medium.

3. You may not refer yourself to the Vivatic Programme, or attempt to do so.

CONTENT

Whenever you make use of a feature of or service on our Website that allows you to upload content to our Website, or make contact or interact with other users of our Website, the following terms will apply:

1. We are under no obligation to oversee, monitor or moderate any interactive feature or service that we provide on our Website, and we expressly exclude our liability for any loss or damage arising from the use of any interactive feature or service by a user in contravention of these Terms, whether the feature or service is moderated or not.

2. Other than personal data (which is covered by our Privacy Policy), any content that you upload to our Website (a “Submission”) will be considered non-confidential and non-proprietary, and we will have the right to use, copy, distribute and disclose to third parties, as part of our Website or otherwise, any Submission for any purpose. You hereby grant to Vivatic a non-exclusive, perpetual, irrevocable, royalty-free, fully paid-up, worldwide license (including the right to sublicense through multiple tiers) to use, reproduce, process, adapt, publicly perform, publicly display, modify, prepare derivative works, publish, transmit and distribute each of your Submissions, or any portion thereof, in any form, medium or distribution method now known or hereafter existing, known or developed, and authorise others to use the Submissions. We may modify or adapt your Submissions in order to transmit, display or distribute them over computer networks and in various media and/or make changes to the Submissions as necessary to conform and adapt them to any requirements or limitations of any networks, devices, services or media. You agree to pay for all royalties, fees, damages and any other monies owing any person by reason of any Submissions posted by you to or through our Website.

3. We have the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to our Website constitutes a violation of their Intellectual Property Rights, or of their right to privacy, or is defamatory.

4. We will not be responsible, or liable to any third party, for the content or accuracy of any content posted by you or any other user of our Website.

5. We have the right to remove any content that you post or upload to our Website if, in our opinion, it does not comply with these Terms.

6. The views expressed by other users on our Website do not represent our views or values.

7. Any and all content that you contribute to our Website, and to any interactive features or services associated with it, and all Works that you produce:

a. must:

i. be accurate (where they state facts);
ii. be genuinely held (where they state opinions); and
iii. comply with applicable law in the UK and in any country from which they are produced or posted;

and

b. must not:

i. contain any material which is defamatory or disparaging of any person;
ii. contain any material which is obscene, offensive, hateful or inflammatory;
iii. promote sexually explicit material;
iv. promote violence;
v. promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
vi. infringe any copyright, database right or trade mark of any other person;
vii. be likely to deceive any person;
viii. be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence;
ix. promote any illegal activity;
x. be threatening, abuse or invade another's privacy, or cause annoyance, inconvenience or needless anxiety;
xi. be likely to harass, upset, embarrass, alarm or annoy any other person;
xii. be used to impersonate any person, or to misrepresent your identity or affiliation with any person;
xiii. give the impression that they emanate from us, if this is not the case; or
xiv. advocate, promote or assist any unlawful act such as (by way of example only) copyright infringement or computer misuse.

8. You must comply with the spirit of this section as well as the letter of it.

9. You agree to indemnify and keep indemnified us at all times against all or any costs, claims, damages or expenses incurred by us, or for which we may become liable, with respect to any breach by you of this section.

10. Vivatic respects the intellectual property rights of others, and we ask you to do the same. Vivatic may, in appropriate circumstances and at our discretion, terminate access to our Website and/or the Vivatic Programme for users who infringe the intellectual property rights of others.

PAYMENTS

1. Following your completion of an Earning Opportunity (completion to be determined in the absolute discretion of Vivatic), we will credit your Vivatic Balance with the amount attributable to that completed Earning Opportunity.

2. Whenever your Vivatic Balance is equal to or greater than the Invoice Threshold, you may invoice us for the Invoice Threshold to the nearest £10.00 (provided that such amount exceeds the Invoice Threshold but does not exceed the Vivatic Balance).

For example: If your Vivatic Balance is £32.00, you may invoice us for £30.00 (and no more or less). If your Vivatic Balance is £25.00, you may invoice us for £20.00 (and no more or less).

3. You will invoice us in accordance with the instructions and procedure set out on our Website. We reserve the right to require you to send to us a written invoice and any personal and/or tax information before payment is made.

4. Once you have invoiced us, and provided that the invoice is correct (including, without limitation, for the correct amount), we will pay you through your PayPal account on the last working day of the following month, or later if specified in any Additional Terms.

For example: If you invoice us on 1 February, we will pay you on 31 March.

5. We will make payments to you only through your Paypal account, although we reserve the right to change our payment method at any time. We also reserve the right to change our payment dates at any time.

6. We will be entitled to deduct from the Vivatic Balance (or any other sums due to you) any sums due to us from you at any time.

7. We may withhold or suspend any payment to you, or not make a payment at all, in the event that:

a. you do not complete an Earning Opportunity to our satisfaction;
b. you breach any terms of the Agreement; or
c. a Third Party delays, withholds, suspends or does not make a payment to us.

TERMINATION AND SUSPENSION

1. At any time, and for any reason (or no reason), we may, with immediate effect, terminate the Agreement and your membership of the Vivatic Programme, and close your Vivatic Account. We will notify you by email if we exercise this right.

2. At any time, you may terminate the Agreement, and close your Vivatic Account, by visiting the remove me page.

3. We may terminate or suspend the Agreement, and close or suspend your Vivatic Account, immediately and without notice, if you breach any of the terms of the Agreement, or we suspect you of doing so.

4. If the Agreement is terminated, for whatever reason, your Vivatic Balance will be cleared (to zero), and you will lose and not be entitled to the same.

5. If you have not undertaken any Earning Opportunity for a period of sixty (60) days or more, we may clear your Vivatic Balance (to zero), and you will lose and not be entitled to the same.

STATUS

1. The relationship of you to us will be that of self-employed independent contractor, and nothing in the Agreement will render you an employee, worker, agent, joint venture or partner of Vivatic, and you will not represent or hold yourself out as such.

2. You are not authorised to make representations or make commitments to third parties, or enter contracts, on behalf of us or our affiliates.

3. The Agreement constitutes a contract for the provision of services and not a contract of employment, and accordingly you will be fully responsible for, and will indemnify and keep indemnified Vivatic for and in respect of:

a. any income tax, National Insurance and social security contributions and any other liability, deduction, contribution, assessment or claim (in your country of domicile or tax district) arising from or made in connection with your participation in the Vivatic Programme, any Earning Opportunities or the Vivatic Balance, where the recovery is not prohibited by law. You will further indemnify and keep indemnified Vivatic against all reasonable costs, expenses and any penalty, fines or interest incurred or payable by us in connection with or in consequence of any such liability, deduction, contribution, assessment or claim;
b. any liability arising from any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by you against us arising out of or in connection with your participation in the Vivatic Programme, any Earning Opportunities or the Vivatic Balance; and
c. any claims that you were misclassified as an independent contractor, any liabilities arising from a determination by a court, arbitrator, government agency or other body that you were misclassified (including, but not limited to, taxes, penalties, interest and attorney’s fees), and any claims that Vivatic was your employer or joint employer, as well as claims under any employment-related laws, such as those relating to employment termination, employment discrimination, harassment or retaliation, as well as any claims for overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits.

4. We may at our option satisfy such indemnities (in whole or in part) by way of deduction from any payments due to you.

5. You will be solely responsible for all tax returns and payments required to be filed with or made to any national, federal, state or local tax authority, in any nation, with respect to your performance of an Earning Opportunity.

6. For the avoidance of doubt, as a self-employed independent contractor, we are not under any obligation to you to, and we will not:

a. make any deductions or contributions for employment-related taxes or insurances of any kind, including (without limitation) deductions for income tax, National Insurance or social security;
b. provide any employee, worker compensation or other insurance on your behalf;
c. provide any pension contributions of any kind; or
d. become signatory to any agreement that would require any payments to any union or guild in connection with the Agreement.

INTELLECTUAL PROPERTY RIGHTS

Website

1. We are the owner or the licensee of all Intellectual Property Rights in our Website and in the material published on it (including the Earning Opportunities) and software in it.

2. You may print off one copy, and may download extracts, of any page(s) from our Website for your personal use, and you may draw the attention of others to content posted on our Website.

3. You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.

4. Our status (and that of any identified contributors) as the authors of content on our Website must always be acknowledged.

5. You must not use any part of the content on our Website for commercial purposes.

6. If you print off, copy or download any part of our Website in breach of these Terms, your right to use our Website will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

7. Infringement of our or our licensors’ Intellectual Property Rights in our Website or any of the materials on our Website may lead to legal proceedings in the UK or other countries.
Works

8. You hereby assign to us all existing and future Intellectual Property Rights in the Works (and all changes to the same) and all materials embodying these rights to the fullest extent permitted by law. Insofar as they do not vest automatically by operation of law or under the Agreement, you hold legal title in these rights on trust for us.

9. For the avoidance of doubt, and without prejudice to the generality of the foregoing, we may use, exploit, reproduce, edit, change, add to, take from, translate, reformat and/or reprocess the Works in any manner anywhere in the world, and we may permit or licence other persons to do so.

10. You warrant to us that :

a. all Works are original, and the result of your own private effort and labour;
b. the Works, and our use of the Works or the Intellectual Property Rights in the same, will not infringe the rights of any third party;
c. you are not aware of any use by any third party of any of the Works or Intellectual Property Rights in the Works;
d. the Works are not the subject of any actual or threatened litigation or other dispute, claim or proceedings; and
e. you have not given and will not give permission to any third party to use any of the Works, nor any of the Intellectual Property Rights in the Works.

11. You agree to indemnify and keep indemnified us and the Third Parties (“Indemnified Party”) at all times against all or any costs, claims, damages or expenses incurred by an Indemnified Party, or for which an Indemnified Party may become liable, with respect to any intellectual property infringement claim or other claim relating to the Works produced by you.

12. You waive any moral rights in the Works to which he is now or may at any future time be entitled under Chapter IV of the Copyright Designs and Patents Act 1988 or any similar provisions of law in any jurisdiction, including (but without limitation) the right to be identified, the right of integrity and the right against false attribution, and agree not to institute, support, maintain or permit any action or claim to the effect that any treatment, exploitation or use of such Works or other materials infringes your moral rights.

13. You acknowledge that, except as provided by law, no further fees or compensation other than those provided for in the Agreement are due or may become due to you in respect of the performance of his obligations under this section.

14. You undertake, at our expense, at any time either during or after the term of the Agreement, to execute all documents, make all applications, give all assistance and do all acts and things as may, in our opinion, be necessary or desirable to vest the Intellectual Property Rights in, and to register them in, our name and to defend us against claims that works embodying Intellectual Property Rights infringe third party rights, and otherwise to protect and maintain the Intellectual Property Rights in the Works.

15. You irrevocably appoint us to be your attorney in your name and on your behalf to execute documents, use your name and do all things which are necessary or desirable for us to obtain for ourselves or our nominee the full benefit of this section. A certificate in writing, signed by any director or the secretary of Vivatic, that any instrument or act falls within the authority conferred by the Agreement will be conclusive evidence that such is the case so far as any third party is concerned.

16. If you learn of any claims alleging that any Works infringe any third party's rights or is unlawful, you will immediately notify us.

17. We may, but are not obligated to, provide attribution to you in connection with any Works. You hereby grant us (and the Third Parties) a royalty-free, perpetual, nonexclusive, worldwide, transferable license to use and display any biographical information or photographs that you provide to us in connection with the Agreement in any and all media.

CONFIDENTIALITY

1. You acknowledge that, during the term of the Agreement, you may receive or have access to Confidential Information.

2. You will keep all Confidential Information strictly confidential.

3. During the term of the Agreement and following its termination, you will not use or disclose to any third party (and will use your best endeavours to prevent the publication or disclosure of) any Confidential Information, save that you may use Confidential Information to undertake an Earning Opportunity.

4. This restriction does not apply to:

a. any use or disclosure authorised by us or required by law; or
b. any information which is already in, or comes into, the public domain otherwise than through your unauthorised disclosure.

DATA PROTECTION

Please see our Privacy Policy.

THIRD-PARTY WEBSITES

Certain areas of our Website may allow you to interact and/or conduct transactions with websites that are not owned or controlled by Vivatic (the “Third-Party Sites”), and, if applicable, allow you to configure your privacy settings in your Third-Party Site account to permit your activities on our Website to be shared with your contacts in your Third-Party Site account. In certain situations, you may be transferred to a Third-Party Site through a link but it may appear that you are still on this Site. In any case, you acknowledge and agree that the Third-Party Sites may have different privacy policies and terms and conditions and/or user guides and business practices than Vivatic, and you further acknowledge and agree that your use of such Third-Party Sites is governed by the respective Third-Party Site privacy policy and terms and conditions and/or user guides. You hereby agree to comply with any and all terms and conditions, user guides and privacy policies of any of Third-Party Sites. Vivatic is providing links to the Third-Party Sites to you as a convenience, and Vivatic does not verify, make any representations or take responsibility for such Third-Party Sites, including, without limitation, the truthfulness, accuracy, quality or completeness of the content, services, links displayed and/or any other activities conducted on or through such Third-Party Sites.

LIMITATION OF LIABILITY

1. NOTHING IN THESE TERMS WILL LIMIT OR EXCLUDE OUR LIABILITY FOR DEATH OR PERSONAL INJURY ARISING FROM OUR NEGLIGENCE, OR OUR FRAUD OR FRAUDULENT MISREPRESENTATION, OR ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED BY ENGLISH LAW.

2. SUBJECT TO CLAUSE 1 ABOVE, TO THE MAXIMUM EXTENT PERMITTED BY LAW:

a. WE EXCLUDE ALL CONDITIONS, WARRANTIES, REPRESENTATIONS OR OTHER TERMS WHICH MAY APPLY TO OUR WEBSITE OR ANY CONTENT ON IT, OR THE VIVATIC PROGRAMME, WHETHER EXPRESS, IMPLIED OR STATUTORY;
b. WE WILL NOT BE LIABLE TO YOU FOR ANY LOSS OR DAMAGE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE, EVEN IF FORESEEABLE, ARISING UNDER OR IN CONNECTION WITH:
i. USE OF, OR INABILITY TO ACCESS, USE OR PARTICIPATE IN, OUR WEBSITE, THE VIVATIC PROGRAMME, AN EARNING OPPORTUNITY OR A VIVATIC ACCOUNT; OR
ii. USE OF OR RELIANCE ON ANY CONTENT DISPLAYED ON OUR WEBSITE;
c. WE WILL, UNDER NO CIRCUMSTANCES WHATSOEVER, BE LIABLE TO YOU, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE, FOR ANY:
i. LOSS OF EARNING OPPORTUNITITES, BUSINESS, REVENUE OR EARNINGS;
ii. INDIRECT OR CONSEQUENTIAL LOSS;
iii. LOSS OF PROFITS; OR
iv. LOSS OF USE OR CORRUPTION OF HARDWARE, SOFTWARE, DATA OR INFORMATION;
ARISING UNDER OR IN CONNECTION WITH THE AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSS.

3. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A VIRUS, DISTRIBUTED DENIAL-OF-SERVICE ATTACK, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF OUR WEBSITE OR TO YOUR DOWNLOADING OF ANY CONTENT ON IT, OR ON ANY WEBSITE LINKED TO IT.

4. WE ASSUME NO RESPONSIBILITY FOR THE CONTENT OF WEBSITES LINKED ON OUR WEBSITE. SUCH LINKS SHOULD NOT BE INTERPRETED AS ENDORSEMENT BY US OF THOSE LINKED WEBSITES. YOU AGREE THAT VIVATIC WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY GOODS, SERVICES, INFORMATION, RESOURCES AND/OR CONTENT AVAILABLE ON OR THROUGH ANY THIRD-PARTY SITES AND/OR THIRD-PARTY DEALINGS OR COMMUNICATIONS, OR FOR ANY HARM RELATED THERETO, OR FOR ANY DAMAGES OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH YOUR USE OR RELIANCE ON THE CONTENT OR BUSINESS PRACTICES OF ANY THIRD-PARTY.

5. SUBJECT TO THE CLAUSE 1 ABOVE, OUR TOTAL AGGREGATE LIABILITY TO YOU IN RESPECT OF ALL OTHER LOSSES ARISING UNDER OR IN CONNECTION WITH THE AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE, WILL IN NO CIRCUMSTANCES EXCEED THE EQUIVALENT OF THE TOTAL SUMS PAID BY US TO YOU UNDER THE AGREEMENT

OTHER TERMS

1. The Agreement constitutes the entire agreement between Vivatic and you, and supersedes and replaces all previous terms, conditions, agreements, correspondence and communications between Vivatic and you. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of Vivatic which is not set out in the Agreement.

2. We will be liable to you as a result of any delay or failure to perform our obligations under the Agreement if and to the extent that such delay or failure is caused by an event or circumstance that is beyond our reasonable control, including strikes, lock-outs or other industrial disputes (whether involving the workforce of Vivatic or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.

3. You may not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Agreement, without our prior written consent.

4. We may at any time assign, transfer, charge, subcontract, or deal in any other manner with all or any of our rights under the Agreement, and we may subcontract or delegate in any manner any or all of its obligations under the Agreement to any third party or agent.

5. Any notice or other communication required to be given to a party under or in connection with the Agreement will be sent by email. You will use the email address customers@vivatic.com. We will use the email address that is registered with your account (and such emails will be deemed delivered and effective immediately on sending).

6. Any notice or communication will be deemed to have been duly received if delivered personally, when left at the address referred to above or, if sent by prepaid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed.

7. A waiver of any right under the Agreement is only effective if it is in writing and will not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Agreement or by law will constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy will preclude or restrict the further exercise of that or any other right or remedy. Unless specifically provided otherwise, rights arising under the Agreement are cumulative and do not exclude rights provided by law.

8. If a court or any other competent authority finds that any provision (or part of any provision) of the Agreement is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Agreement will not be affected.

9. If any invalid, unenforceable or illegal provision of the Agreement would be valid, enforceable and legal if some part of it were deleted, the provision will apply with the minimum modification necessary to make it legal, valid and enforceable.

10. Nothing in the Agreement is intended to, or will be deemed to, constitute a partnership or joint venture of any kind between the parties, nor constitute any party the agent of the other party for any purpose. No party will have authority to act as agent for, or to bind, the other party in any way.

11. A person who is not a party to the Agreement will not have any rights under or in connection with it.

12. The Agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), will be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.


US MEMBERSHIP TERMS AND CONDITIONS

THESE TERMS

1. These Membership Terms and Conditions (“these Terms”), together with our Privacy Policy, govern your use of the website located at http://us.vivatic.com (“our Website”).

“Use” of, and “using”, our Website includes (by way of example) accessing our Website, browsing our Website, joining the Vivatic Programme by creating a Vivatic Account, and participating in the Vivatic Programme by applying for, bidding for and undertaking Earning Opportunities.

2. Please read these Terms and our Privacy Policy carefully before you use our Website or participate in any of the services or opportunities offered through our Website.

3. By using our Website, you are agreeing to these Terms and our Privacy Policy (to the exclusion of all other terms and conditions).

4. If you do not agree to be bound by these Terms and our Privacy Policy, you must not use our Website (or continue to do so).

5. If you are not at least 16 (sixteen) years old, you may not use the Website at any time or in any manner or submit any information to Vivatic or the Website.
6. We may change these Terms at any time and without notice by amending this page. All changes will be effective from the date that they are uploaded to this page. Please check this page from time to time to take notice of any changes that we may make, as they are binding on you. Your continued use of our Website indicates your acceptance of any and all changes.

7. THESE TERMS CONTAIN A DISPUTE RESOLUTION AND ARBITRATION PROVISION, INCLUDING CLASS ACTION WAIVER THAT AFFECTS YOUR RIGHTS UNDER THESE TERMS AND WITH RESPECT TO DISPUTES YOU MAY HAVE WITH US. YOU MAY OPT OUT OF THE BINDING INDIVIDUAL ARBITRATION AND CLASS ACTION WAIVER AS PROVIDED BELOW.

OTHER DOCUMENTS

1. By using our Website, you are also agreeing to our Privacy Policy, which sets out the terms on which we process any personal data that you provide to us, or that we collect from you.

2. In addition to complying with these Terms and our Privacy Policy, you must also comply with any and all Additional Terms (as defined below) that apply to an Earning Opportunity.

3. In the event of any conflict or inconsistency between a provision of these Terms and a provision of any other document referred to in the Agreement, the provision of these Terms will prevail.

ABOUT US

1. Our Website is owned and operated by Marketing VF Limited, trading as Vivatic (“Vivatic”, “we”, “us”, “our”).

2. Marketing VF Limited is a company registered in England and Wales, with company number 06951544, whose registered office address and main business address are at Ryland House, 24a Ryland Road, London NW5 3EH, United Kingdom.

3. You can contact us by email at customers@vivatic.com.

USEFUL DEFINITIONS

Throughout these Terms, the following words and expressions will have the following meanings:

a. “Additional Terms” means any additional special terms and conditions that apply to a specific Earning Opportunity.
b. “Agreement” means the legally binding contract between Vivatic and you, comprising and incorporating these Terms and the Privacy Policy.
c. “Confidential Information” means information in whatever form (including in written, oral, visual or electronic form or on any magnetic or optical disk or memory and wherever located) relating to the business, affairs, finances, customers, clients, partners, affiliates, suppliers, products and services of Vivatic.
d. “Earning Opportunities” means opportunities to complete surveys, answer questions or polls, provide feedback, write articles, and refer friends to the Vivatic Programme, and apply for, bid for and undertake other tasks and offers, made available through our Website. Earning Opportunities may be made available by Vivatic directly or by Vivatic for and on behalf of Third Parties.
e. “Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, moral rights, trademarks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world.
f. “Invoice Threshold” means a Vivatic Balance of or greater than $10.00 (ten U.S. dollars).
g. “Third Party” means a third party for and on behalf of whom we make available Earning Opportunities. For example, a market research/survey company.
h. “Vivatic Account” means a password-protected account through which the Vivatic Programme may be accessed.
i. “Vivatic Balance” means, at any given time, the total amount that has been provisionally credited to your Vivatic Account in consideration of your completion of Earning Opportunities less any payments that have been made to you and less cleared amounts of provisional credits.
j. “Vivatic Programme” means the membership programme owned and operated by us through our Website through which you may access, view, apply for, bid for and undertake Earning Opportunities in return for compensation.
k. “Works” means all documents and other materials in whatever form, including hard copy and electronic form, prepared by you in undertaking Earning Opportunities. For example, an article that you have written.
l. “you” and “your” means you, the living individual who, as a self-employed independent contractor, has joined the Vivatic Programme by opening a Vivatic Account and undertaken Earning Opportunities (or intends doing so).

OUR WEBSITE

1. You are responsible for making all arrangements necessary for you to access our Website and join and participate in the Vivatic Programme.

2. We do not guarantee that our Website or the Vivatic Programme, or any part of it, or any content on it, will always be available, uninterrupted, or free from errors or omissions.

3. At any time, and without notice, we may suspend, withdraw, discontinue or change all or any part of our Website, the Vivatic Programme as a whole or one or more Earning Opportunities, or the content on them. We will not be liable to you if for any reason all or any part our Website, the Vivatic Programme or any Earning Opportunity, or the content on them, is unavailable at any time or for any period.

4. Although we make reasonable efforts to update the content on our Website, we make no representations, warranties or guarantees, whether express or implied, that the content on our Website is accurate, complete or up-to-date.

OPENING A VIVATIC ACCOUNT / JOINING THE VIVATIC PROGRAMME

1. Membership of the Vivatic Programme enables you to access, view, apply for, bid for and undertake Earning Opportunities.

2. To open a Vivatic Account and join and participate in the Vivatic Programme, you must:

a. be a living individual;
b. be over 16 (sixteen) years of age;
c. have a personal email address; and
d. have and maintain an account with PayPal, which must have a valid and active email address, and be validated by a bank account.

3. If you do not meet and maintain these criteria, you may not open a Vivatic Account or join or participate in the Vivatic Programme.

4. We permit one (1) Vivatic Account per person. You may not open or hold more than one Vivatic Account or join the Vivatic Programme more than once, or attempt to do so. You may not sell or otherwise transfer your Vivatic Account (or any part of it, including the Vivatic Balance) to any person, or attempt to do so.

5. In addition to the foregoing, we do not permit:

a. the same email address or mailing/postal address to be used for more than one (1) Vivatic Account;
b. more than one (1) Vivatic Account to be accessed or used on the same computer or other Internet-enabled device; or
c. more than one (1) Vivatic Account per household (which we may determine by obtaining and viewing IP addresses).

6. The Vivatic Programme is not open to:

a. companies or other corporate or incorporated persons or bodies; or
b. employees of Vivatic or its parent company, subsidiaries, partners, affiliates or suppliers who are connected in any way to the operation of our Website, or their immediate family members.

7. At any time, and for any reason (or no reason), we may refuse to open a Vivatic Account, or refuse participation in the Vivatic Programme or an Earning Opportunity.

8. You warrant that:

a. all information that you provide to us at any time and for any reason (including your Account Information, as defined below) will be true, accurate and complete, and not false, fraudulent or misleading;
b. you have the right, power and authority, and have obtained all licenses, authorisations and consents necessary, to enter into the Agreement, perform your obligations under the Agreement, join and participate in the Vivatic Programme, and undertake Earning Opportunities;
c. if you are under 18 (eighteen) years of age but are at least 16 (sixteen) years old (a “Minor”), that you are using our Website with the consent of your parent or legal guardian and that you have received your parent’s or legal guardian’s permission to use the Website and agree to these Terms;
d. if you are a parent or legal guardian of a Minor, you hereby agree to bind the Minor to these Terms and to fully indemnify and hold harmless Vivatic if the Minor breaches any of these Terms;
e. you are in possession of all current and valid work and other visas and permits, and tax, tax code and national insurance documentation, necessary to join and participate in the Vivatic Programme, and undertake Earning Opportunities, and that you will provide any details and evidence of such visa, permits and documentation upon request to Vivatic;
f. you are permitted to join and participate in the Vivatic Programme and undertake Earning Opportunities under the laws of each country in which you will access and participate in the Vivatic Programme and undertake Earning Opportunities;
g. you will comply with all applicable laws and regulations in all applicable jurisdictions relating to your participation in the Vivatic Programme and the undertaking of Earning Opportunities; and
h. you will not make any defamatory or derogatory comments in relation to Vivatic or the Vivatic Programme, in any form, and either on our Website or on any other website or social media or networking platform (or encourage others to do so).

9. You agree to indemnify and keep indemnified us at all times against all or any costs, claims, damages or expenses incurred by us, or for which we may become liable, with respect to any breach by you of the above warranties.

10. You are responsible for ensuring that all information about you (including your email address and payment details) is held by us is kept correct and up-to-date.

ACCOUNT INFORMATION

1. You must keep your Vivatic Account username, password and other information (“Account Information”) confidential, and not disclose it to any other person.

2. Only you may access and use your Vivatic Account, and you must not permit any other person to do so. You must not access or use the Vivatic Account of any other person.

3. If you know or suspect that another person knows your Account Information, or has accessed your Vivatic Account or attempted to do so, you must promptly notify us at customers@vivatic.com.

4. At any time, we have the right to disable your Account Information, whether chosen by you or allocated by us, and disable access to your Vivatic Account if in our reasonable opinion you have failed to comply with these Terms.

5. We will not be liable for any unauthorised use of your Vivatic Account or Account Information. You are responsible for all activity in relation to your Vivatic Account, whether such activity occurs with or without your knowledge.

USING THE VIVATIC PROGRAMME

1. You may use our Website and participate in the Vivatic Programme only for lawful purposes. You may not use our Website or participate in the Vivatic Programme:

a. in any way that breaches any applicable local, national or international laws or regulations in any applicable jurisdiction;
b. in any way that is unlawful, unprofessional or fraudulent, or has any unlawful, unprofessional or fraudulent purpose or effect;
c. to transmit, or procure the sending of, any unsolicited or unauthorised marketing, advertising or promotional material or any other form of similar solicitation (spam); or
d. to transmit any viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other codes, programs or materials that are malicious or technologically harmful.

2. You agree to indemnify and keep indemnified us at all times against all or any costs, claims, damages or expenses incurred by us, or for which we may become liable, with respect to any breach by you of the above warranties.

3. You must not reproduce, duplicate, copy or re-sell any part of our Website.

4. You must not access without authority, interfere with, damage or disrupt any part of our Website, any equipment or network on which our Website is stored, any software used in the provision of our Website, or any equipment, network or software owned or used by any third party.

5. The list of prohibitions above and elsewhere in these Terms provides examples and is not complete or exclusive. Vivatic reserves the right to terminate access to your Vivatic Account, your ability to participate in the Vivatic Programme or any Earning Opportunity, with or without cause and with or without notice, for any reason or no reason, or for any action that Vivatic determines is inappropriate or disruptive to our Website or to any other user of the Website and/or the Vivatic Programme or any Earning Opportunity. Vivatic may report to law enforcement authorities any actions that may be illegal, and any reports it receives of such conduct. When legally required or at Vivatic’s discretion, Vivatic will cooperate with law enforcement agencies in any investigation of alleged illegal activity on this Website or on the Internet.

EARNING OPPORTUNITIES

1. From time to time, we may post Earning Opportunities on our Website. We do not represent, warrant or guarantee that we will make available any minimum number of Earning Opportunities, or any Earning Opportunities at all.

2. Each Earning Opportunity is governed by the Agreement and (if any) the applicable Additional Terms.

3. It is your responsibility to read all Additional Terms that apply to an Earning Opportunity. Such Additional Terms may contain terms and information in relation to (for example) deadlines, compensation, delivery, promotional commitments, and scope of duty requirements, and they may vary from Earning Opportunity to Earning Opportunity.

4. You will undertake and complete each Earning Opportunity with due care and skill, and in a professional manner.

5. If, in our sole opinion, an Earning Opportunity has not been completed satisfactorily, you will, within a reasonable time and at your own cost and expense, use your best endeavours to correct and remedy the unsatisfactory Work and complete the Earning Opportunity to our satisfaction.

6. For the avoidance of doubt, no payment will be made to you until Vivatic has determined that the Earning Opportunity has been completed satisfactorily, and no additional payment will be made to you for any corrective or remedial action that is required.

7. You must deliver any and all Works to us in accordance with the instructions and procedures specified by us, which may be set out in Additional Terms.

REFERRING FRIENDS

1. From time to time, we may make available refer a friend offers, and you may be assigned a unique URL for the purpose of participating in such offers.

2. You must not ‘spam’ or otherwise illegally market, advertise or promote any URL that we may assign to you, any such offers or the Vivatic Programme, whether by email, through social networking websites or by or through any other medium.

3. You may not refer yourself to the Vivatic Programme, or attempt to do so.

CONTENT

Whenever you make use of a feature of or service on our Website that allows you to upload content to our Website, or make contact or interact with other users of our Website, the following terms will apply:

1. We are under no obligation to oversee, monitor or moderate any interactive feature or service that we provide on our Website, and we expressly exclude our liability for any loss or damage arising from the use of any interactive feature or service by a user in contravention of these Terms, whether the feature or service is moderated or not.

2. Other than personal data (which is covered by our Privacy Policy), any content that you upload to our Website (a “Submission”) will be considered non-confidential and non-proprietary, and we will have the right to use, copy, distribute and disclose to third parties, as part of this Website or otherwise, any such content for any purpose. You hereby grant to Vivatic a non-exclusive, perpetual, irrevocable, royalty-free, fully paid-up, worldwide license (including the right to sublicense through multiple tiers) to use, reproduce, process, adapt, publicly perform, publicly display, modify, prepare derivative works, publish, transmit and distribute each of your Submissions, or any portion thereof, in any form, medium or distribution method now known or hereafter existing, known or developed, and authorise others to use the Submissions. We may modify or adapt your Submissions in order to transmit, display or distribute them over computer networks and in various media and/or make changes to the Submissions as necessary to conform and adapt them to any requirements or limitations of any networks, devices, services or media. You agree to pay for all royalties, fees, damages and any other monies owing any person by reason of any Submissions posted by you to or through this Website.

3. We have the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to our Website constitutes a violation of their Intellectual Property Rights, or of their right to privacy.

4. We will not be responsible, or liable to any third party, for the content or accuracy of any content posted by you or any other user of our Website.

5. We have the right to remove any content that you post or upload to our Website if, in our opinion, it does not comply with these Terms.

6. The views expressed by other users on our Website do not represent our views or values.

7. Any and all content that you contribute to our Website, and to any interactive features or services associated with it, and all Works that you produce:

a. must:

i. be accurate (where they state facts);
ii. be genuinely held (where they state opinions); and
iii. comply with applicable law in the UK and in any country from which they are produced or posted;

and

b. must not:

i. contain any material which is defamatory or disparaging of any person;
ii. contain any material which is obscene, offensive, hateful or inflammatory;
iii. promote sexually explicit material;
iv. promote violence;
v. promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
vi. infringe any copyright, database right or trade mark of any other person;
vii. be likely to deceive any person;
viii. be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence;
ix. promote any illegal activity;
x. be threatening, abuse or invade another's privacy, or cause annoyance, inconvenience or needless anxiety;
xi. be likely to harass, upset, embarrass, alarm or annoy any other person;
xii. be used to impersonate any person, or to misrepresent your identity or affiliation with any person;
xiii. give the impression that they emanate from us, if this is not the case; or
xiv. advocate, promote or assist any unlawful act such as (by way of example only) copyright infringement or computer misuse.

8. You must comply with the spirit of this section as well as the letter of it.

9. You agree to indemnify and keep indemnified us at all times against all or any costs, claims, damages or expenses incurred by us, or for which we may become liable, with respect to any breach by you of this section.

Intellectual property infringement

10. Vivatic respects the intellectual property rights of others, and we ask you to do the same. Vivatic may, in appropriate circumstances and at our discretion, terminate access to our Website and/or the Vivatic Programme for users who infringe the intellectual property rights of others. If you believe that your Submission is the subject of copyright infringement and/or trademark infringement and appears on our Website, please provide Vivatic’s designated agent the following information:

a. your physical or electronic signature;
b. identification of the copyrighted and/or trademarked work claimed to have been infringed, or, if multiple works are covered by a single notification, a representative list of such works;
c. 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 at the Website, and information reasonably sufficient to permit Vivatic to locate the material;
d. information reasonably sufficient to permit Vivatic to contact you as the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted;
e. a statement that use of the material in the manner complained of is not authorised by you; and
f. a statement that the information in the notification is accurate, and under penalty of perjury, that you are the owner of the work that is allegedly infringed.

11. Vivatic’s agent for notice of claims of copyright or trademark infringement on this Website can be reached as follows:

For the attention of: Copyright Agent
customers@vivatic.com

12. Please also note that for copyright infringements under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.

Submitting a DMCA counter-notification

13. We will notify you that we have removed or disabled access to copyright-protected material that you provided, if such removal is pursuant to a valid Digital Millennium Copyright Act (DMCA) take-down notice that we have received. If you receive such notice from us, you may provide us with a counter-notification in writing to Vivatic’s designated agent that includes all of the following information:

a. your physical or electronic signature;
b. identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled;
c. a statement from you under the penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and
d. your name, physical address and telephone number, and a statement that you consent to the jurisdiction of a court for the judicial district in which your physical address is located, or if your physical address is outside of the United States, for any judicial district in which Vivatic may be located, and that you will accept service of process from the person who provided notification of allegedly infringing material or an agent of such person.

Termination of repeat infringers

14. Vivatic reserves the right, in our sole discretion, to terminate the Vivatic Account or access of any user of our Website who is the subject or repeated DMCA or other infringement notifications.

PAYMENTS

1. Following your completion of an Earning Opportunity (completion to be determined in the absolute discretion of Vivatic), we will provisionally credit your Vivatic Balance with the amount attributable to that completed Earning Opportunity. No amount provisionally credited or otherwise included in your Vivatic Balance shall be owed, due or payable to you by us until (a) you send us an invoice (as set forth below); and (b) we have received payment from the applicable Third Party for the Earning Opportunities for which you have invoiced us.

2. Whenever your Vivatic Balance is equal to or greater than the Invoice Threshold, you may invoice us for the Invoice Threshold to the nearest $10.00 (ten U.S. dollars), provided that such amount exceeds the Invoice Threshold but does not exceed the Vivatic Balance.

For example: If your Vivatic Balance is $12.00, you may invoice us for $10.00 (and no more or less). If your Vivatic Balance is $28.00, you may invoice us for $20.00 (and no more or less).

3. You will invoice us in accordance with the instructions and procedure set out on our Website from time to time. We reserve the right to require you to send to us a written invoice and any personal and/or tax information before payment is made.

4. Once you have invoiced us, and provided that the invoice is correct (including, without limitation, for the correct amount), we will pay you through your PayPal account on the last working day of the following month in which Vivatic receives payment from the applicable Third Party, or later if specified in any Additional Terms. For the avoidance of doubt, Vivatic has no obligation to pay you any amount provisionally credited in your Vivatic Balance for any Earning Opportunity if Vivatic does not receive payment from the applicable Third Party, even if you have satisfactorily completed the Earning Opportunity.

For example: If you invoice us on 1 February, we will pay you on 31 March.

5. We will make payments to you only through your Paypal account, although we reserve the right to change our payment method at any time. We also reserve the right to change our payment dates at any time.

6. We will be entitled to deduct from the Vivatic Balance (or any other sums due to you) any sums due to us from you at any time.

7. We may withhold or suspend any payment to you, or not make a payment at all, in the event that:

a. you do not complete an Earning Opportunity to our satisfaction;
b. you breach any terms of the Agreement; or
c. a Third Party delays, withholds, suspends or does not make a payment to us.

8. If there is any dispute over payments under this Agreement (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than ten thousand U.S. Dollars (U.S. $10,000.00) (a “Claim”), the Claim may be resolved in a cost effective manner through binding non-appearance-based arbitration, at the option of the party seeking relief, before an arbitrator from Judicial Mediation and Arbitration Services (“JAMS”) located in New York under the non-appearance based arbitration rules then in effect for JAMS, except as provided herein. JAMS may be contacted at www.jamsadr.com. The party wishing to initiate arbitration must submit a written demand for arbitration. If you initiate a Claim, you will submit the demand by certified mail to Vivatic at the postal address set out under the ‘About Us’ section above. If Vivatic initiates a claim, Vivatic will serve a demand for arbitration upon you by email to the email address on file with Vivatic, and may send a copy by certified mail to your last known address (or to another address specified by you in your notice of dispute of your informal claim). You agree to service of process in that manner. Any demand for arbitration by either party shall identify the parties to the dispute, describe the legal and factual basis of the dispute, and specifically state the remedy being sought. The following rules shall apply: a) the arbitration shall be conducted by telephone, online and/or solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; b) all arbitration proceedings shall be held in English; c) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; d) the Arbitrator will not have authority to award damages in excess of $10,000.00; e) the arbitration award shall be final and binding upon the parties without appeal or review except as permitted by New York law or United States Federal law; and f) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Each party shall bear its own costs (including attorney fees) and disbursements arising out of the arbitration. The standards for non-appearance based arbitration will comply with the Minimum Standards for Procedural Fairness as set forth in the JAMS policy for Consumer Arbitration, as set forth at www.jamsadr.com.

TERMINATION AND SUSPENSION

1. At any time, and for any reason (or no reason), we may, with immediate effect, terminate the Agreement and your membership of the Vivatic Programme, and close your Vivatic Account. We will notify you by email if we exercise this right.

2. At any time, you may terminate the Agreement, and close your Vivatic Account, by visiting the remove me page.

3. We may terminate or suspend the Agreement, and close or suspend your Vivatic Account, immediately and without notice, if you breach any of the terms of the Agreement, or we suspect you of doing so.

4. If the Agreement is terminated, for whatever reason, your Vivatic Balance will be cleared (to zero), and you will lose any provisional credits in your Vivatic Balance and will not be entitled to the same.

5. If you have not undertaken any Earning Opportunity for a period of one hundred and eighty three (183) days or more, we may clear your Vivatic Balance (to zero), and you will lose any provisional credits in your Vivatic Balance and will not be entitled to the same.

STATUS

1. The relationship of you to us will be that of self-employed independent contractor, and nothing in the Agreement will render you an employee, worker, agent, joint venture or other partner of Vivatic, and you will not represent or hold yourself out as such.

2. You are not our agent and are not authorised to make representations, enter contracts or make commitments to third parties on behalf of us or our affiliates.

3. The Agreement constitutes a contract for the provision of services and not a contract of employment, and accordingly you will be fully responsible for and will indemnify us for and in respect of:

a. any income tax, National insurance and social security contributions and any other liability, deduction, contribution, assessment or claim (in your country of domicile or tax district) arising from or made in connection with your participation in the Vivatic Programme, the Earning Opportunities or the Vivatic Balance, where the recovery is not prohibited by law. You will further indemnify us against all reasonable costs, expenses and any penalty, fine or interest incurred or payable by us in connection with or in consequence of any such liability, deduction, contribution, assessment or claim; and
b. any liability arising from any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by you against us arising out of or in connection with your participation in the Vivatic Programme, the Earning Opportunities or the Vivatic Balance.

4. We may at our option satisfy such indemnity (in whole or in part) by way of deduction from any payments due to you.

5. With respect to any Earning Opportunity that you undertake, you agree to indemnify, hold harmless and defend Vivatic from any and all claims arising out of or related to your membership of the Vivatic Programme or performance of Earning Opportunities, including but not limited to claims that you were misclassified as an independent contractor, any liabilities arising from a determination by a court, arbitrator, government agency or other body that you were misclassified (including, but not limited to, taxes, penalties, interest and attorney’s fees), any claim that Vivatic was your employer or joint employer, as well as claims under any employment-related laws, such as those relating to employment termination, employment discrimination, harassment or retaliation, as well as any claims for overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits.

6. You will choose the manner and means to perform any Earning Opportunity pursuant to this Agreement. Vivatic does not set your work hours or location of work. Vivatic will not provide you with training. You will provide all necessary equipment, tools and materials and maintain appropriate insurance at your own expense. You acknowledge that Vivatic does not, in any way, supervise, direct, or control your work in connection with any Earning Opportunity (without prejudice to our right, as set out above, to require you to correct and remedy unsatisfactory Work). Third Party may not require an exclusive relationship between you and Third Party, and you may not request the same. As an independent contractor, you are free at all times to accept Earning Opportunities with other persons or businesses, including competitors of a Third Party.

7. Third Parties assume all liability for proper classification of independent contractors based on applicable legal guidelines. This Agreement does not create a partnership or agency relationship between you and any Third Party for whom you undertake an Earning Opportunity. You do not have authority to enter into written or oral – whether implied or express – contracts on behalf of Vivatic or any Third Party.

8. Vivatic will not deduct any amount for withholding, unemployment, Social Security, disability, unemployment or workers compensation insurance or other taxes as it would in the case of an employee. You will be solely responsible for all tax returns and payments required to be filed with or made to any federal, state, or local tax authority, in any nation, with respect to your performance of an Earning Opportunity.

9. For the avoidance of doubt, as a self-employed independent contractor, we are not under any obligation to you to, and we will not:

a. provide any worker's compensation or other insurance on your behalf;
b. provide any pension contributions of any kind;
c. make any deductions for employment taxes or insurance of any kind, including but not limited to payment of income taxes or social security, disability, unemployment insurance or workers’ compensation; or
d. become signatory to any agreement that would require any payments to any union or guild in connection with the Agreement.

INTELLECTUAL PROPERTY RIGHTS

Website

1. We are the owner or the licensee of all Intellectual Property Rights in our Website and in the material published on it (including the Earning Opportunities) and software in it.

2. You may print off one copy, and may download extracts, of any page(s) from our Website for your personal use, and you may draw the attention of others to content posted on our Website.

3. You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.

4. Our status (and that of any identified contributors) as the authors of content on our Website must always be acknowledged.

5. You must not use any part of the content on our Website for commercial purposes.

6. If you print off, copy or download any part of our Website in breach of these Terms, your right to use our Website will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

7. Infringement of our or our licensors’ Intellectual Property Rights in our Website or any of the materials on our Website may lead to legal proceedings in the UK or other countries.
Works

8. You hereby assign to us all existing and future Intellectual Property Rights in the Works (and all changes to the same) and all materials embodying these rights to the fullest extent permitted by law. Insofar as they do not vest automatically by operation of law or under the Agreement, you hold legal title in these rights on trust for us.

9. For the avoidance of doubt, and without prejudice to the generality of the foregoing, we may use, exploit, reproduce, edit, change, add to, take from, translate, reformat and/or reprocess the Works in any manner anywhere in the world, and we may permit or licence other persons to do so.

10. You warrant to us that :

a. all Works are original, and the result of your own private effort and labour;
b. the Works, and our use of the Works or the Intellectual Property Rights in the same, will not infringe the rights of any third party;
c. you are not aware of any use by any third party of any of the Works or Intellectual Property Rights in the Works;
d. the Works are not the subject of any actual or threatened litigation or other dispute, claim or proceedings; and
e. you have not given and will not give permission to any third party to use any of the Works, nor any of the Intellectual Property Rights in the Works.

11. You agree to indemnify and keep indemnified us and the Third Parties (“Indemnified Party”) at all times against all or any costs, claims, damages or expenses incurred by an Indemnified Party, or for which an Indemnified Party may become liable, with respect to any intellectual property infringement claim or other claim relating to the Works produced by you.

12. You waive any moral rights in the Works to which he is now or may at any future time be entitled under Chapter IV of the Copyright Designs and Patents Act 1988 or any similar provisions of law in any jurisdiction, including (but without limitation) the right to be identified, the right of integrity and the right against false attribution, and agree not to institute, support, maintain or permit any action or claim to the effect that any treatment, exploitation or use of such Works or other materials infringes your moral rights.

13. You acknowledge that, except as provided by law, no further fees or compensation other than those provided for in the Agreement are due or may become due to you in respect of the performance of his obligations under this section.

14. You undertake, at our expense, at any time either during or after the term of the Agreement, to execute all documents, make all applications, give all assistance and do all acts and things as may, in our opinion, be necessary or desirable to vest the Intellectual Property Rights in, and to register them in, our name and to defend us against claims that works embodying Intellectual Property Rights infringe third party rights, and otherwise to protect and maintain the Intellectual Property Rights in the Works.

15. You irrevocably appoint us to be your attorney in your name and on your behalf to execute documents, use your name and do all things which are necessary or desirable for us to obtain for ourselves or our nominee the full benefit of this section. A certificate in writing, signed by any director or the secretary of Vivatic, that any instrument or act falls within the authority conferred by the Agreement will be conclusive evidence that such is the case so far as any third party is concerned.

16. If you learn of any claims alleging that any Works infringe any third party's rights or is unlawful, you will immediately notify us.

17. We may, but are not obligated to, provide attribution to you in connection with any Works. You hereby grant us (and the Third Parties) a royalty-free, perpetual, nonexclusive, worldwide, transferable license to use and display any biographical information or photographs that you provide to us in connection with the Agreement in any and all media.

CONFIDENTIALITY

1. You acknowledge that, during the term of the Agreement, you may receive or have access to Confidential Information.

2. You will keep all Confidential Information strictly confidential.

3. During the term of the Agreement and following its termination, you will not use or disclose to any third party (and will use your best endeavours to prevent the publication or disclosure of) any Confidential Information, save that you may use Confidential Information to undertake an Earning Opportunity.

4. This restriction does not apply to:

a. any use or disclosure authorised by us or required by law; or
b. any information which is already in, or comes into, the public domain otherwise than through your unauthorised disclosure.

DATA PROTECTION

Please see our Privacy Policy.

THIRD-PARTY WEBSITES

Certain areas of the Website may allow you to interact and/or conduct transactions with sites that are not owned or controlled by Vivatic (the “Third-Party Sites”), and, if applicable, allow you to configure your privacy settings in your Third-Party Site account to permit your activities on this Website to be shared with your contacts in your Third-Party Site account. In certain situations, you may be transferred to a Third-Party Site through a link but it may appear that you are still on this Site. In any case, you acknowledge and agree that the Third-Party Sites may have different privacy policies and terms and conditions and/or user guides and business practices than Vivatic, and you further acknowledge and agree that your use of such Third-Party Sites is governed by the respective Third-Party Site privacy policy and terms and conditions and/or user guides. You hereby agree to comply with any and all terms and conditions, users guides and privacy policies of any of Third-Party Sites. Vivatic is providing links to the Third-Party Sites to you as a convenience, and Vivatic does not verify, make any representations or take responsibility for such Third-Party Sites, including, without limitation, the truthfulness, accuracy, quality or completeness of the content, services, links displayed and/or any other activities conducted on or through such Third-Party Sites.

LIMITATION OF LIABILITY

1. NOTHING IN THESE TERMS WILL LIMIT OR EXCLUDE OUR LIABILITY FOR DEATH OR PERSONAL INJURY ARISING FROM OUR NEGLIGENCE, OR OUR FRAUD OR FRAUDULENT MISREPRESENTATION, OR ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED BY ENGLISH LAW.

2. SUBJECT TO CLAUSE 1 ABOVE, TO THE MAXIMUM EXTENT PERMITTED BY LAW:

a. WE EXCLUDE ALL CONDITIONS, WARRANTIES, REPRESENTATIONS OR OTHER TERMS WHICH MAY APPLY TO OUR WEBSITE OR ANY CONTENT ON IT, OR THE VIVATIC PROGRAMME, WHETHER EXPRESS, IMPLIED OR STATUTORY;
b. WE WILL NOT BE LIABLE TO YOU FOR ANY LOSS OR DAMAGE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE, EVEN IF FORESEEABLE, ARISING UNDER OR IN CONNECTION WITH:
i. USE OF, OR INABILITY TO ACCESS, USE OR PARTICIPATE IN, OUR WEBSITE, THE VIVATIC PROGRAMME, AN EARNING OPPORTUNITY OR A VIVATIC ACCOUNT; OR
ii. USE OF OR RELIANCE ON ANY CONTENT DISPLAYED ON OUR WEBSITE;
c. WE WILL, UNDER NO CIRCUMSTANCES WHATSOEVER, BE LIABLE TO YOU, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE, FOR ANY:
i. LOSS OF EARNING OPPORTUNITITES, BUSINESS, REVENUE OR EARNINGS;
ii. INDIRECT OR CONSEQUENTIAL LOSS;
iii. LOSS OF PROFITS; OR
iv. LOSS OF USE OR CORRUPTION OF HARDWARE, SOFTWARE, DATA OR INFORMATION;
ARISING UNDER OR IN CONNECTION WITH THE AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSS.

3. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A VIRUS, DISTRIBUTED DENIAL-OF-SERVICE ATTACK, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF OUR WEBSITE OR TO YOUR DOWNLOADING OF ANY CONTENT ON IT, OR ON ANY WEBSITE LINKED TO IT.

4. WE ASSUME NO RESPONSIBILITY FOR THE CONTENT OF WEBSITES LINKED ON OUR WEBSITE. SUCH LINKS SHOULD NOT BE INTERPRETED AS ENDORSEMENT BY US OF THOSE LINKED WEBSITES. YOU AGREE THAT VIVATIC WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY GOODS, SERVICES, INFORMATION, RESOURCES AND/OR CONTENT AVAILABLE ON OR THROUGH ANY THIRD-PARTY SITES AND/OR THIRD-PARTY DEALINGS OR COMMUNICATIONS, OR FOR ANY HARM RELATED THERETO, OR FOR ANY DAMAGES OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH YOUR USE OR RELIANCE ON THE CONTENT OR BUSINESS PRACTICES OF ANY THIRD-PARTY.

5. SUBJECT TO THE CLAUSE 1 ABOVE, OUR TOTAL AGGREGATE LIABILITY TO YOU IN RESPECT OF ALL OTHER LOSSES ARISING UNDER OR IN CONNECTION WITH THE AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE, WILL IN NO CIRCUMSTANCES EXCEED THE EQUIVALENT OF THE TOTAL SUMS PAID BY US TO YOU UNDER THE AGREEMENT

DISPUTE RESOLUTION AND ARBITRATION; CLASS ACTION WAIVER

Please read this carefully. It affects your rights.

1. Most customer concerns can be resolved quickly and to a customer’s satisfaction by contacting us at customers@vivatic.com. This Provision facilitates the prompt and efficient resolution of any disputes that may arise between you and us. Arbitration is a form of private dispute resolution in which persons with a dispute waive their rights to file a lawsuit, to proceed in court and to a jury trial, and instead submit their disputes to a neutral third person (or arbitrator) for a binding decision. You have the right to opt-out of this Provision (as explained below), which means you would retain your right to litigate your disputes in a court, either before a judge or jury.

2. Please read this Provision carefully. It provides that all Disputes (as defined below) between you and us shall be resolved by binding arbitration. Arbitration replaces the right to go to court. In the absence of this arbitration Provision, you may otherwise have a right or opportunity to bring claims in a court, before a judge or jury, and/or to participate in or be represented in a case filed in court by others (including, but not limited to, class actions). Except as otherwise provided, entering into this Agreement constitutes a waiver of your right to litigate claims and all opportunity to be heard by a judge or jury. There is no judge or jury in arbitration, and court review of an arbitration award is limited. The arbitrator must follow this agreement and can award the same damages and relief as a court (including attorney’s fees).

3. For the purpose of this Provision, “us”, “we” and “our” means Marketing VF Limited and its parents, subsidiary, and affiliate companies, and each of their respective officers, directors, employees, and agents. The term “Dispute” means any dispute, claim, or controversy between you and us regarding any aspect of your relationship with us, whether based in contract, statute, regulation, ordinance, tort (including, but not limited to, fraud, misrepresentation, fraudulent inducement, or negligence), or any other legal or equitable theory, and includes the validity, enforceability or scope of this Provision (with the exception of the enforceability of the Class Action Waiver clause below). “Dispute” is to be given the broadest possible meaning that will be enforced, and shall include any claims against other parties relating to services or products provided or billed to you (such as our licensors, suppliers, dealers or third-party vendors) whenever you also assert claims against us in the same proceeding.

4. VIVATIC AND YOU EACH AGREE THAT, EXCEPT AS PROVIDED BELOW, ANY AND ALL DISPUTES, AS DEFINED ABOVE, WHETHER PRESENTLY IN EXISTENCE OR BASED ON ACTS OR OMISSIONS IN THE PAST OR IN THE FUTURE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION RATHER THAN IN COURT IN ACCORDANCE WITH THIS PROVISION.

Pre-arbitration claim resolution

5. For all Disputes, whether pursued in court or arbitration, you must first give us an opportunity to resolve the Dispute. You must commence this process by mailing written notification to us either to customers@vivatic.com, or to the postal address set out under the ‘About Us’ section above. That written notification must include (1) your name, (2) your address, (3) a written description of your claim, and (4) a description of the specific relief you seek. If we do not resolve the Dispute within 45 days after we receive your written notification, you may pursue your Dispute in arbitration. You may pursue your Dispute in a court only under the circumstances described below.

Exclusions from arbitration/right to opt out

6. Notwithstanding the above, you or we may choose to pursue a Dispute in court and not by arbitration if (a) the Dispute qualifies, it may be initiated in small claims court; or (b) YOU OPT-OUT OF THESE ARBITRATION PROCEDURES WITHIN 30 DAYS FROM THE DATE THAT YOU ARE DEEMED TO HAVE ACCEPTED THESE TERMS (the “Opt-Out Deadline”). You may opt out of this Provision by mailing written notification to us either to customers@vivatic.com, or to the postal address set out under the ‘About Us’ section above. Your written notification must include (1) your name, (2) your address, and (3) a clear statement that you do not wish to resolve disputes with us through arbitration. Your decision to opt-out of this Arbitration Provision will have no adverse effect on your relationship with us. Any opt-out request received after the Opt-Out Deadline will not be valid and you must pursue your Dispute in arbitration or small claims court.

Arbitration procedures

7. If this Provision applies and the Dispute is not resolved as provided above (“Pre-arbitration claim resolution”) either you or we may initiate arbitration proceedings. The American Arbitration Association (“AAA”), www.adr.org, or JAMS, www.jamsadr.com, will arbitrate all Disputes, and the arbitration will be conducted before a single arbitrator. The arbitration shall be commenced as an individual arbitration, and shall in no event be commenced as a class arbitration. All issues shall be for the arbitrator to decide, including the scope of this Provision.

8. For arbitration before AAA, for Disputes of less than $75,000.00, the AAA’s Supplementary Procedures for Consumer-Related Disputes will apply; for Disputes involving $75,000.00 or more, the AAA’s Commercial Arbitration Rules will apply. In either instance, the AAA’s Optional Rules For Emergency Measures Of Protection shall apply. The AAA rules are available at www.adr.org or by calling 1-800-778-7879. For arbitration before JAMS, the JAMS Comprehensive Arbitration Rules & Procedures and the JAMS Recommended Arbitration Discovery Protocols For Domestic, Commercial Cases will apply. The JAMS rules are available at www.jamsadr.com or by calling 1-800-352-5267. This Provision governs in the event it conflicts with the applicable arbitration rules. Under no circumstances will class action procedures or rules apply to the arbitration.

9. Because our Website and these Terms concern interstate commerce, the Federal Arbitration Act (“FAA”) governs the arbitrability of all Disputes. However, the arbitrator will apply applicable substantive law consistent with the FAA and the applicable statute of limitations or condition precedent to suit.

10. Arbitration award – The arbitrator may award on an individual basis any relief that would be available pursuant to applicable law, and will not have the power to award relief to, against or for the benefit of any person who is not a party to the proceeding. The arbitrator will make any award in writing but need not provide a statement of reasons unless requested by a party. Such award will be final and binding on the parties, except for any right of appeal provided by the FAA, and may be entered in any court having jurisdiction over the parties for purposes of enforcement.

11. Location of arbitration – You or we may initiate arbitration in either New York or the federal judicial district that includes your billing address. In the event that you select the federal judicial district that includes your billing address, we may transfer the arbitration to New York in the event that it agrees to pay any additional fees or costs you incur as a result of the transfer, as determined by the arbitrator.

12. Payment of arbitration fees and costs – We may choose to pay all arbitration filing fees and arbitrator’s costs and expenses upon your written request given prior to the commencement of the arbitration. If we choose to do so, you will responsible for all additional fees and costs that you incur in the arbitration, including, but not limited to, attorneys or expert witnesses. Fees and costs may be awarded as provided pursuant to applicable law. In addition to any rights to recover fees and costs under applicable law, if you provide notice and negotiate in good faith with us as provided in the section above titled “Pre-arbitration claim resolution” and the arbitrator concludes that you are the prevailing party in the arbitration, you will be entitled to recover reasonable attorney’s fees and costs as determined by the arbitrator.

13. Class action waiver – Except as otherwise provided in this Provision, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a class or representative proceeding or claims (such as a class action, consolidated action or private attorney general action) unless both you and we specifically agree to do so following initiation of the arbitration. If you choose to pursue your Dispute in court by opting out of the Arbitration Provision, as specified above, this “Class action waiver” will not apply to you. Neither you, nor any other user of our Website can be a class representative, class member, or otherwise participate in a class, consolidated, or representative proceeding without having complied with the opt-out requirements above.

14. Jury waiver – You understand and agree that by entering into this Agreement you and we are each waiving the right to a jury trial or a trial before a judge in a public court. In the absence of this Provision, you and we might otherwise have had a right or opportunity to bring Disputes in a court, before a judge or jury, and/or to participate or be represented in a case filed in court by others (including class actions). Except as otherwise provided below, those rights are waived. Other rights that you would have if you went to court, such as the right to appeal and to certain types of discovery, may be more limited or may also be waived.

15. Severability – If any clause within this Provision (other than the “Class action waiver” clause above) is found to be illegal or unenforceable, that clause will be severed from this Provision, and the remainder of this Provision will be given full force and effect. If the “Class action waiver” clause is found to be illegal or unenforceable, this entire Provision will be unenforceable and the Dispute will be decided by a court.

16. Continuation – This Provision shall survive the termination of your participation in the Vivatic Programme with us or our affiliates. Notwithstanding any provision in this Agreement to the contrary, we agree that if we make any change to this Provision (other than a change to the address for notices), you may reject any such change and require us to adhere to the language in this Provision if a Dispute between us arises.

OTHER TERMS

1. The Agreement constitutes the entire agreement between Vivatic and you, and supersedes and replaces all terms, conditions, agreements, correspondence and communications between Vivatic and you, whether prior or contemporaneous, written or oral. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of Vivatic which is not set out in the Agreement.

2. We will be liable to you as a result of any delay or failure to perform our obligations under the Agreement if and to the extent that such delay or failure is caused by an event or circumstance that is beyond our reasonable control, including strikes, lock-outs or other industrial disputes (whether involving the workforce of Vivatic or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.

3. You may not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Agreement, without our prior written consent.

4. We may at any time assign, transfer, charge, subcontract, or deal in any other manner with all or any of our rights under the Agreement, and we may subcontract or delegate in any manner any or all of its obligations under the Agreement to any third party or agent.

5. Any notice or other communication required to be given to a party under or in connection with the Agreement will be sent by email. You will use the email address customers@vivatic.com. We will use the email address that is registered with your account (and such emails will be deemed delivered and effective immediately on sending).

6. Any notice or communication will be deemed to have been duly received if delivered personally, when left at the address referred to above or, if sent by prepaid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed.

7. A waiver of any right under the Agreement is only effective if it is in writing and will not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Agreement or by law will constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy will preclude or restrict the further exercise of that or any other right or remedy. Unless specifically provided otherwise, rights arising under the Agreement are cumulative and do not exclude rights provided by law.

8. If a court or any other competent authority finds that any provision (or part of any provision) of the Agreement is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Agreement will not be affected.

9. If any invalid, unenforceable or illegal provision of the Agreement would be valid, enforceable and legal if some part of it were deleted, the provision will apply with the minimum modification necessary to make it legal, valid and enforceable.

10. Nothing in the Agreement is intended to, or will be deemed to, constitute a partnership or joint venture of any kind between the parties, nor constitute any party the agent of the other party for any purpose. No party will have authority to act as agent for, or to bind, the other party in any way.

11. A person who is not a party to the Agreement will not have any rights under or in connection with it.

12. The Agreement , and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), will be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

13. By using the Website and/or participating in the Vivatic Programme and Earning Opportunities, you consent to receiving electronic communications from Vivatic. These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to the Website and/or the Vivatic Programme or the Earning Opportunities. These electronic communications are part of your relationship with Vivatic. You agree that any notices, agreements, disclosures or other communications that we send you electronically will satisfy any legal communication requirements, including that such communications be in writing.

14. Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: This Website is provided by Marketing VF Limited (trading as Vivatic), Ryland House, 24a Ryland Road, London NW5 3EH, United Kingdom. If you have a question or complaint regarding the Website, please contact Customer Service at customers@vivatic.com. You may also contact us by writing Marketing VF Limited (trading as Vivatic), Ryland House, 24a Ryland Road, London NW5 3EH, United Kingdom. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by post at 1625 North Market Blvd., Sacramento, CA 95834 or by telephone at (916) 445-1254 or (800) 952-5210 or Hearing Impaired at TDD (800) 326-2297 or TDD (916) 322-1700.

15. If you have any questions about these Terms or otherwise need to contact Vivatic for any reason, you can reach us at Ryland House, 24a Ryland Road, London NW5 3EH, United Kingdom, or at customers@vivatic.com.