Effective Date: 12/01/2021
In some instances, both these Terms and separate terms setting forth additional conditions may apply to a service or product offered via the Site (“Additional Terms”). To the extent there is a conflict between these Terms and any Additional Terms, the Additional Terms will control unless the Additional Terms expressly state otherwise.
By visiting or otherwise using the Site, you acknowledge and accept these Terms, including the binding arbitration terms in Section 5, and any applicable Additional Terms.
These Terms are subject to change without notice, in our sole discretion. Changes to these Terms will be in effect as of the “Last Updated” date at the top of this page. Your continued use of the Site after the “Last Updated” date constitutes your acceptance of and agreement to such changes.
1. OWNERSHIP AND USE OF THE SITE AND MATERIALS
Intellectual Property. The Site, including: (a) all materials and other items relating to VIVA 5, including the layout, information, databases, articles, posts, text, data, files, images, scripts, designs, graphics, instructions, illustrations, photographs, sounds, pictures, videos, advertising copy, URLs, technology, software, interactive features, and the “look and feel” of the Site; and (b) all copyrights, patents, trademarks, service marks, trade names, and all other intellectual property rights therein (together the “Materials”), are owned and controlled by VIVA 5, our licensors or certain other parties. All rights, title, and interest in and to the Materials available via the Site are the property of VIVA 5 or our licensors or certain other parties, and are protected by U.S. and international copyright, trademark, trade dress, and/or other intellectual property rights and laws to the fullest extent possible.
Limited License. Persons under the age of 18 are not permitted to use the Site. You agree to comply with all local, state, federal, national, foreign, supranational, and international laws, statutes, ordinances, regulations, directives, and agreements that apply to your use of the Site and the Materials. Subject to your strict compliance with these Terms, VIVA 5 grants you a limited, non-exclusive, revocable, non-commercial, non-assignable, personal, and non-transferable license to download, display, view, and use the Site or Materials on a personal device, and retain one copy of the Materials as displayed to you for your personal, non-commercial use only. Any use of all or any part of our Service or the contents on it for commercial purposes shall be subject to separate terms and conditions and may be subject to a fee. The foregoing limited license does not give you any ownership of, or any other intellectual property interest in, any Materials. Your unauthorized use of the Materials may violate copyright, trademark, privacy, publicity, communications, or other laws, and any such use may result in your personal liability, including potential criminal liability.
Site Availability. VIVA 5 in its sole discretion and without advance notice or liability, may immediately suspend or terminate the availability of the Site and/or Materials, in whole or in part, for any reason. We do not warrant that content on the Site is complete, accurate, reliable, current, or error-free. We make no warranties as to the availability or accessibility of the Site, and (except as otherwise set out in these Terms) we will not be liable for any damages, loss, costs, or expenses incurred by you as a result of any lack of availability or accessibility of the Site.
Reservation of Rights. All rights not expressly granted to you are reserved by VIVA 5 and its licensors and other parties. No right or license may be construed, under any legal theory, by implication, estoppel, industry custom, or otherwise. Any unauthorized use of the Site and Materials for any purpose is prohibited.
2. OTHER ONLINE SERVICES
3. BUSINESS TRANSACTIONS
We reserve the right to sell or transfer any information we obtain through the Site in connection with any joint venture, partnership, merger, or other collaboration with another organization, or in the event we sell or transfer all or a portion of our business or assets (e.g., further to a reorganization, liquidation, or any other business transaction, including negotiations of such transactions).
4. RESTRICTIONS AND PROHIBITED USES
You agree that you will not:
Use the Site for any commercial or political purpose, without the permission of VIVA 5.
Engage in any activities through or in connection with the Site that: harm, or attempt to harm, any individuals or entities; are unlawful, offensive, obscene, lewd, lascivious, violent, threatening, harassing, scandalous, inflammatory, pornographic, profane or abusive; violate any right of any other party; could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law; or are otherwise objectionable to VIVA 5.
Decompile, disassemble, reverse engineer, or attempt to reconstruct, identify, or discover any source code, underlying ideas, underlying user interface techniques, hidden text, or algorithms of the Site by any means whatsoever or modify any software (in either object code or source code) or other products, services, or processes accessible through any portion of the Site.
Engage in any activity that interferes with a user’s access to the Site or the proper operation of the Site, or otherwise causes harm to the Site, VIVA 5, or other users of the Site.
Interfere with or circumvent any security feature (including any digital rights management mechanism, device, or other content protection or access control measure) or any other feature that restricts or enforces limitations on use of or access to the Site or the Materials.
Harvest, scrape, or otherwise collect or store any information, including personal information, from the Site.
Attempt to gain unauthorized access to the Site or other computer systems or networks connected to the Site; attempt to probe, scan, or test the vulnerability of a system or network; or attempt to breach security or authentication measures without proper authorization
Use the Site to transmit information that is in any way false, fraudulent, or misleading.
Monitor, gather, copy, or distribute the Materials (except as may be a result of standard search engine activity or use of a standard browser) by using any robot, rover, bot, spider, scraper, crawler, spyware, engine, device, software, extraction tool, or any other automatic device, utility, or manual process of any kind.
Remove any copyright, trademark, or other intellectual property or proprietary notices or legends contained in the Materials.
Copy, modify, reproduce, archive, sell, lease, rent, exchange, create derivative works from, publish by hard copy or electronic means, publicly perform, display, disseminate, distribute, broadcast, retransmit, circulate, or transfer to any other party or on any Other Online Service, or otherwise use or exploit the Materials in any way for any purpose except as specifically permitted by these Terms or with the prior written consent of VIVA 5.
Insert any code or product to manipulate the Materials in any way that adversely affects the Site or attempt to interfere with service to any user, host, or network.
Otherwise violate these Terms.
5. ARBITRATION AND DISPUTE TERMS.
THE LAWS OF CERTAIN JURISDICTIONS DO NOT ALLOW FOR MANDATORY ARBITRATION OR CLASS ACTION WAIVERS. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE PROVISIONS BELOW MAY NOT APPLY TO YOU AND YOU MAY HAVE ADDITIONAL RIGHTS.
If any dispute arises between you and VIVA 5, you and Growve agree, as permitted by applicable law, to resolve any claim or controversy at law or equity arising out of, relating to, or connected in any way with your use of the Site (including, but not limited to these Terms), including any question regarding the Terms’ existence, validity or termination, through binding arbitration unless we and you expressly agree, in writing, not to arbitrate. The dispute, to the extent permissible by applicable law, shall be referred to JAMS (www.jamsadr.com) for final and binding arbitration under its Comprehensive Arbitration Rules and Procedures if the matter in dispute is over $250,000 or under its Streamlined Arbitration Rules and Procedures if the matter in dispute is $250,000 or less, to be held in Pinellas, Florida before a single arbitrator. The language of the arbitration shall be English. The arbitrability of this agreement is governed by the laws of State of Florida as well as the United States Federal Arbitration Act.
If for any reason any claim proceeds to court rather than arbitration, you and VIVA 5 agree, to the extent permissible by applicable law, to waive any right to a jury trial and you agree to waive any right to bring a class action lawsuit.
For the avoidance of doubt, nothing in this Section 5 is intended to limit your mandatory rights under applicable law.
6. DISCLAIMER OF REPRESENTATIONS AND WARRANTIES
AS PERMITTED BY APPLICABLE LAW, YOUR ACCESS TO AND USE OF THE SITE IS AT YOUR SOLE RISK AND THE SITE IS PROVIDED ON AN “AS IS”, “AS AVAILABLE”, AND “WITH ALL FAULTS” BASIS. To the fullest extent permissible by applicable law, VIVA 5 and its direct and indirect parents, subsidiaries, affiliates, and each of their respective employees, directors, members, managers, shareholders, agents, vendors, licensors, licensees, contractors, customers, successors, and assigns (collectively, “VIVA 5 Parties”) hereby disclaim and make no representations, warranties, endorsements, or promises, express or implied, in connection with, or otherwise directly or indirectly related to, without limitation, the Site, Materials, or other VIVA 5 products or services, except as set forth herein.
EXCEPT FOR ANY SPECIFIC WARRANTIES PROVIDED HEREIN, OR IN APPLICABLE ADDITIONAL TERMS, OR AS OTHERWISE REQUIRED BY APPLICABLE LAW, THE VIVA 5 PARTIES HEREBY FURTHER DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF OTHER PARTIES, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND FREEDOM FROM COMPUTER VIRUS.
7. LIMITATIONS OF OUR LIABILITY
AS PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL ANY OF THE VIVA 5 PARTIES BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGES OF ANY KIND, including personal injury or death or for any direct, indirect, economic, exemplary, special, punitive, incidental, or consequential losses or damages of any kind (including availability of the Site and its contents, such as content removed from the Site by VIVA 5 for any reason), including without limitation loss of profits, in connection with, or otherwise directly or indirectly related to, without limitation, the Site, Materials, or other VIVA 5 products or services, except, to the extent not waivable or under applicable law.
The foregoing limitations of liability will apply even if any of the events or circumstances were foreseeable and even if the VIVA 5 parties were advised of or should have known of the possibility of such losses or damages, regardless of whether you bring an action based in contract, negligence, strict liability, or tort (including whether caused, in whole or in part, by negligence, acts of god, telecommunications failure, or destruction of the Site).
AS PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE VIVA 5 PARTIES’ TOTAL LIABILITY TO YOU, FOR ALL POSSIBLE DAMAGES, LOSSES, AND CAUSES OF ACTION IN CONNECTION WITH YOUR ACCESS TO AND USE OF THE SITE AND YOUR RIGHTS UNDER THESE TERMS, EXCEED AN AMOUNT EQUAL TO THE AMOUNT YOU HAVE PAID GROWVE IN CONNECTION WITH THE TRANSACTION(S) THAT UNDERLIE THE CLAIM(S).
8. GENERAL PROVISIONS
Severability. If any provision of these Terms is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions (and the remainder of the provision in question, if applicable) shall be unaffected.
Entire Agreement. Except for any Additional Terms that apply to your use of the Site as we may notify or make available to you, this is the entire understanding between you and us regarding the use of the Site, and supersedes all prior and contemporaneous agreements and understandings between you and us regarding this subject matter.
Assignment. These Terms and all of your rights and obligations under the Terms are not assignable or transferable by you without our prior written consent. We may freely assign, transfer, or delegate these Terms or any of our rights and obligations under them.
Termination or Changes. To the extent permitted by law, we reserve the right to terminate your access to and use of the Site and any of its features in our sole discretion, without notice and liability, including, without limitation, if we believe your conduct fails to conform to these Terms or any Additional Terms that may be provided to you or agreed upon between you and us.
We also reserve the exclusive right to modify, withdraw, suspend, or discontinue, temporarily or permanently, at any time and from time to time, any Materials, information or content available on the Site, without limitation, in whole or in part, including the cessation of all activities associated with the Site, with or without notice. You agree that we will not be liable to you or to any other party for any modification, suspension, or discontinuance of the Site or any part thereof. We also reserve the right to charge for use of the Site, in whole or in part, and to change our fees from time to time in our discretion.
Indemnity. As permitted by applicable law, you agree to, and you hereby, defend (if requested by VIVA 5), indemnify, and hold the VIVA 5 Parties harmless from and against any and all claims, damages, losses, costs, investigations, liabilities, judgments, fines, penalties, settlements, interest, and expenses (including attorneys’ fees) that directly or indirectly arise from or are related to any claim, suit, action, demand, or proceeding made or brought against any VIVA 5 Party, or on account of the investigation, defence, or settlement thereof, arising out of or in connection with: (i) your use of the Site and your activities in connection with the Site; (ii) your breach or alleged breach of these Terms or any applicable Additional Terms; (iii) your violation or alleged violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities in connection with your use of the Site or your activities in connection with the Site; (iv) information or material transmitted through your device, even if not submitted by you, that infringes, violates, or misappropriates any intellectual property, publicity, privacy, or other right of any person or entity; (v) any misrepresentation made by you; and (iv) the VIVA 5 Parties’ use of the information that you submit to us (all of the foregoing, “Claims and Losses”). You will cooperate as fully required by the VIVA 5 Parties in the defense of any Claims and Losses. Notwithstanding the foregoing, the Growve Parties retain the exclusive right to settle, compromise, and pay any and all Claims and Losses. The VIVA 5 Parties reserve the right to assume the exclusive defence and control of any Claims and Losses. You will not settle any Claims and Losses without, in each instance, the prior written consent of an officer of a VIVA 5 Party. This Section is not intended to limit any causes of action against us that you may have but are not waivable under applicable law.
Our Affiliates, Suppliers and Licensors. Our affiliates, suppliers, licensors, and other VIVA 5 Parties are intended beneficiaries of these Terms.
No Waiver. Our failure or delay to exercise or enforce any right, remedy, or provision of these Terms or any other legal right will not operate as a waiver of such or any other right, remedy, or provision.
Investigations; Cooperation with Law Enforcement. Growve reserves the right to investigate and prosecute any suspected or actual violations of these Terms. VIVA 5 may disclose any information as necessary or appropriate to satisfy any law, regulation, legal process, or government request.
Electronic Contracting. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You agree that any time you electronically transact, agree, or consent via the Site it is intended to be an electronic signature which binds you as if you had signed on paper. You agree that your use of the Site constitutes agreement to these Terms, and any applicable Additional Terms, then posted without further action by you.
Force Majeure. We will not be liable to you for failing to perform our obligations under or arising out of these Terms or any applicable laws or regulations because of any event beyond our reasonable control.
12. CONTACT INFORMATION
239 2nd Ave S Ste 200
St Petersburg, FL 33701
Attn: Customer Service Manager