These terms and conditions (the “Terms”) govern your access to and use websites owned and operated by Vivaio LLC, including www.vivaiolab.com, www.vivaioventures.com, www.startupbeach.club; and each related website (“Site”). By accessing or using the Site, you are agreeing to these Terms and concluding a legally binding contract with Vivaio LLC, a Boston limited liability company headquartered in Boston, Massachusetts (“Vivaio”). Do not access or use the Site if you are unwilling or unable to be bound by the Terms.
a. Parties ◦ “You” and “your” refer to you, as a user of the Site. A “user” is someone who accesses, posts, edits, browses, or in any way uses the Site. ◦ “We,” “us,” and “our” refer to Vivaio.
b. Content ◦ “Content” means text, images, photos, audio, video and all other forms of data or communication. ◦ “Your Content” means Content that you submit or transmit to, through, or in connection with the Site, such as posts, comments, invitations, messages, and information that you publicly display. ◦ “User Content” means Content that users submit or transmit to, through, or in connection with the Site. ◦ “Vivaio Content” means Content that we create and make available in connection with the Site. ◦ “Third Party Content” means Content that originates from parties other than Vivaio or its users, which is made available in connection with the Site. ◦ “Site Content” means all of the Content that is made available in connection with the Site, including Your Content, User Content, Third Party Content, and Vivaio Content.
2. Changes to Terms of Service
We may modify the Terms from time to time. You understand and agree that your access to or use of the Site is governed by the Terms effective at the time of your access to or use of the Site. If we make material changes to these Terms, we will notify you by email or by posting a revised version of the Terms on the Site. We will also indicate at the top of this page the date that revisions were last made. You should revisit these Terms on a regular basis as revised versions will be binding on you. You understand and agree that your continued access to or use of the Site after the effective date of modifications to the Terms indicates your acceptance of the modifications.
3. Using the Site
a. Eligibility To access or use the Site, you must be 18 years or older and have the requisite power and authority to enter into these Terms. You may not access or use the Site if we have previously banned you from the Site or closed your account.
b. Permission to Use the Site We grant you permission to use the Site subject to the restrictions in these Terms. Your use of the Site is at your own risk.
c. Site Availability The Site may be modified, updated, interrupted, suspended or discontinued at any time without notice or liability.
d. User Accounts You must create an account and provide certain information about yourself in order to use some of the features that are offered through the Site. You are responsible for maintaining the confidentiality of your account password. You are also responsible for all activities that occur in connection with your account. You agree to notify us immediately of any unauthorized use of your account. We reserve the right to close your account at any time for any or no reason.
e. Communications from Vivaio and other Users By creating an account, you agree to receive certain communications in connection with the Site. For example, you might receive questions or requests from Vivaio related to information or events. To the extent you have subscribed to them, you will also receive reading lists and e-mail newsletters about happenings in your area. We provide unsubscribe links in all our email footers if you no longer wish to receive those communications from us.
a. Ownership We own the Vivaio Content, including but not limited to the visual interfaces, interactive features, graphics, design and all other elements and components of the Site. We also own the copyrights, trademarks, service marks, trade names, and other intellectual and proprietary rights throughout the world (“IP Rights”) associated with the Vivaio Content and the Site, which are protected by copyright, trade dress, patent, trademark laws and all other applicable intellectual and proprietary rights and laws. As such, you may not modify, reproduce, distribute, create derivative works or adaptations of, publicly display or in any way exploit any of the Vivaio Content in whole or in part except as expressly authorized by us. Except as expressly and unambiguously provided herein, we do not grant you any express or implied rights, and all rights in and to the Site and the Vivaio Content are retained by us.
a. You agree not to, and will not assist, encourage, or enable others to use the Site to:
◦ Violate our Content or Event Guidelines as set forth in these Terms; ◦ Violate any third party’s rights, including any breach of confidence, copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right ◦ Threaten, stalk, harm, or harass others, or promote bigotry or discrimination; ◦ Send bulk emails, surveys, or other mass messaging, whether commercial in nature or not; ◦ Violate any applicable law.
b. You also agree not to, and will not assist, encourage, or enable others to:
◦ Violate the Terms; ◦ Modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, sell, trade, or in any way exploit the Site or Site Content (other than Your Content), except as expressly authorized by Vivaio; ◦ Reverse engineer any portion of the Site; ◦ Remove or modify any copyright, trademark or other proprietary rights notice that appears on any portion of the Site or on any materials printed or copied from the Site; ◦ Record, process, or mine information about other companies and/or users; ◦ Reformat or frame any portion of the Site; ◦ Attempt to gain unauthorized access to the Site, user accounts, computer systems or networks connected to the Site through hacking, password mining or any other means; ◦ Use the Site or any Site Content to transmit any computer viruses, worms, defects, Trojan horses or other items of a destructive nature (collectively, “Viruses”); ◦ Use any device, software or routine that interferes with the proper working of the Site, or otherwise attempt to interfere with the proper working of the Site; ◦ Use the Site to violate the security of any computer network, crack passwords or security encryption codes; disrupt or interfere with the security of, or otherwise cause harm to, the Site or Site Content; or ◦ Remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Site, features that prevent or restrict the use or copying of Site Content, or features that enforce limitations on the use of the Site.
a. Events and Acceptance of Terms.
As used below, the term “TS Event” means an event, gathering, promotion, contest, meet-up or the like that is organized or hosted by Vivaio. A “Non-TS Event” means an event, gathering, promotion, contest, meet-up or the like that is organized or hosted by someone other than Vivaio, but that may appear or be listed on the Site. In order to participate or attend a TS Event you must agree to the terms in this Section 6. If you find that you cannot or will not agree to such terms, please do not RSVP to or attend any TS Event. If you RSVP to any TS Event or Non-TS Event through the Site, you signal that you have read, understand and agree to these event terms.
b. Assumption of risk/release of liability/indemnity
Although we try to create a safe environment at TS Events, accidents happen. We ask that you do your part to help limit the possibility that you might get injured at a TS Event. You agree to carefully consider the inherent risks in any activities that you choose to take part in and to take reasonable precautions before you choose to attend or participate at a TS Event. For example, you should ensure that you are in good physical health before engaging in any physical activity at a TS Event, and you should always drink responsibly given the risks associated with drunk driving and participating in activities while your judgment is impaired. Second, please note that some of the other TS Event guests may be less responsible than you, and may themselves create additional risks to you despite their best intentions. In summary, you understand that your attendance and participation at TS Events is voluntary, and you agree to assume responsibility for nay resulting injuries to the fullest extent permitted under applicable law. By the same token, you agree that Vivaio is not responsible for any injuries you might sustain at Non-TS Events listed on the Site.
You (for yourself, your heirs, personal representatives, or assigns, and anyone else who might make a claim on your behalf) hereby release, waive, discharge and convent not sue Vivaio and its respective parent companies, subsidiaries, affiliates, officers, directors, partners, shareholders, members, agents, employees, vendors, sponsors and volunteers from any and all claims, demands, causes of action, damages, losses or expenses (including court costs and reasonable attorneys’ fees) which may arise out of, result from, or related in any way to your attendance at any TS Event or Non-TS Event, except for any gross negligence or willful misconduct on our part.
You further agree to indemnify and hold TS, its parents, subsidiaries, affiliates, officers, directors, employees, agents and representatives harmless, including costs, liabilities and legal fees, from any claim or demand made by any third party due to, related to, or connected with your attendance or conduct at any TS Event or Non-TS Event. c. Photos
Vivaio and its sponsors and vendors sometimes take photos and videos at TS Events, and later use them for promotional purposes. By participating or attending any TS Event, you agree that you may appear in some of these photos and videos, and you authorize their use in this fashion. In addition, if you take any photos or videos of attendees at a TS Event and provide them to us, you authorize us to use them in the same fashion, and represent that the attendees that appear in your photos and videos have consented to such use. We do not control Non-TS Events or the people that organize them. It is possible that organizers or attendees of Non-TS Events will take photos or shoot videos in which you appear and then post them online (including, possibly, on the Site). By RSVP’ing to a Non-TS event through the Site, you authorize Vivaio’ use of such media for promotion purposes.
While we hope not to, we may prohibit your attendance at any TS Event at any time if you fail to abide by the Terms, including this Section 6, or for any or no reason, without notice or liability of any kind. We reserve the right to cancel any TS Event at any time, for any reason, and without liability or prejudice.
e. Unofficial Events
From time to time, members of the Vivaio community organize their own meet-ups and events. Although Vivaio representatives sometimes join in the fun, such events are Non-TS Events and are not sponsored or endorsed by Vivaio, even when promoted on the Site. All terms and conditions related to Non-TS Events apply equally to such events. If you organize such an event, you agree not to create the impression that it is sponsored or endorsed by Vivaio. You agree that you will not represent yourself as an employee, representative, or agent of Vivaio (unless, of course, you are actually employed by Vivaio, in which case these Terms will govern your participation in any TS Event to the extent such Terms are not inconsistent with Vivaio’ standard employment agreements or policies).
7. PRIVACY AND COPYRIGHT/TRADEMARK DISPUTES
b. Copyright and Trademark Disputes
If you believe that your copyright or trademark is being infringed on the Site, please send us a written notice with the following information:
◦ Identification of the copyrighted or trademarked work that you claim has been infringed; ◦ Identification of the allegedly infringing content, and information reasonably sufficient to permit Vivaio to locate it on the Site (e.g., the URL for the web page on which the content appears); ◦ A statement by you that you have a good faith belief that the use of the content identified in your notice in the manner complained of is not authorized by the copyright/trademark owner, its agent, or the law; ◦ A statement by you that you attest, under penalty of perjury, that the information in your notice is accurate and that you are the copyright/trademark owner or authorized to act on the owner’s behalf; and ◦ Your physical or electronic signature, together with your contact information (address, telephone number and, if available, email address).If you believe that your content should not have been removed for alleged copyright or trademark infringement, you may send us a written counter-notice with the following information: ◦ A statement by you that you attest, under penalty of perjury, that the information in your notice is accurate and that you are the copyright/trademark owner or authorized to act on the owner’s behalf; and ◦ Your physical or electronic signature, together with your contact information (address, telephone number and, if available, email address). ◦ Identification of the copyrighted or trademarked work that was removed, and the location on the Site where it would have been found prior to its removal; ◦ A statement, under penalty of perjury, that you have a good faith belief that the content was removed as a result of a mistake or misidentification. For trademark disputes only: information reasonably sufficient to explain why you believe you are not infringing the trademarked work; ◦ A statement that you consent either to the jurisdiction of (a) the Federal District Court for the judicial district in which your address is located if you live in the United States, or (b) any judicial district in which Vivaio is located if you live outside the United States. Please also include a statement that you will accept service of process from the person who sent the original infringement notice to Vivaio, or an agent of such person; ◦ Your physical or electronic signature, together with your contact information (address, telephone number and, if available, email address). We will respond to all such notices and comply with applicable law. We reserve the right to remove content alleged to be infringing without prior notice and at our sole discretion. We also reserve the right to terminate a user’s account if the user is determined to be a repeat infringer.
You can send us your copyright or trademark notices to:
Copyright Agent , Vivaio LLC, 128 Pleasant Street Milton, MA 02186 firstname.lastname@example.org
8. SUGGESTIONS AND IMPROVEMENTS
By sending us any ideas, suggestions, documents or proposals (“Feedback”), you agree that (i) your Feedback does not contain the confidential or proprietary information of third parties, (ii) we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (iii) we may have something similar to the Feedback already under consideration or in development, and (iv) you grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works, publish, distribute and sublicense the Feedback, and you irrevocably waive, and cause to be waived, against Vivaio and its users any claims and assertions of any moral rights contained in such Feedback.
9. THIRD PARTIES
The Site may include links to other websites or applications (each, a “Third Party Site”). We do not control or endorse any Third Party Site. You agree that we are not responsible for the availability or contents of such Third Party Sites. Your use of Third Party Sites is at your own risk. Some of the services made available through the Site may be subject to additional third party or open source licensing terms and disclosures, which are incorporated herein by reference.
You agree to indemnify, defend, and hold Vivaio, its parents, subsidiaries, affiliates, any related companies, suppliers, licensors and partners, and the officers, directors, employees, agents and representatives of each of them (collectively, the “Vivaio Entities“) harmless, including costs, liabilities and legal fees, from any claim or demand made by any third party arising out of or relating to (i) your access to or use of the Site, (ii) your violation of the Terms, or (iii) the infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity. Vivaio reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any such matter without the prior written consent of Vivaio. Vivaio will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
11. DISCLAIMERS AND LIMITATIONS OF LIABILITY PLEASE READ THIS SECTION CAREFULLY SINCE IT LIMITS THE LIABILITY OF THE Vivaio ENTITIES TO YOU. EACH OF THE SUBSECTIONS BELOW ONLY APPLIES UP TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. NOTHING HEREIN IS INTENDED TO LIMIT ANY RIGHTS YOU MAY HAVE WHICH MAY NOT BE LAWFULLY LIMITED. IF YOU ARE UNSURE ABOUT THIS OR ANY OTHER SECTION OF THESE TERMS, PLEASE CONSULT WITH A LEGAL PROFESSIONAL PRIOR TO ACCESSING OR USING THE SITE. BY ACCESSING OR USING THE SITE, YOU REPRESENT THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO THESE TERMS, INCLUDING THIS SECTION. YOU ARE GIVING UP SUBSTANTIAL LEGAL RIGHTS BY AGREEING TO THESE TERMS.
a. THE SITE IS MADE AVAILABLE TO YOU ON AN “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS, WITH THE EXPRESS UNDERSTANDING THAT THE Vivaio ENTITIES MAY NOT MONITOR, CONTROL, OR VET USER CONTENT. AS SUCH, YOUR USE OF THE SITE IS AT YOUR OWN DISCRETION AND RISK. THE Vivaio ENTITIES MAKE NO CLAIMS OR PROMISES ABOUT THE QUALITY, ACCURACY, OR RELIABILITY OF THE SITE, ITS SAFETY OR SECURITY, OR THE SITE CONTENT. ACCORDINGLY, THE Vivaio ENTITIES ARE NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE, FOR EXAMPLE, FROM THE SITE’S INOPERABILITY, UNAVAILABILITY OR SECURITY VULNERABILITIES OR FROM YOUR RELIANCE ON THE QUALITY, ACCURACY, OR RELIABILITY OF THE SITE, OR INFORMATION FOUND ON, OR MADE AVAILABLE THROUGH THE SITE.
b. THE Vivaio ENTITIES MAKE NO CLAIMS OR PROMISES WITH RESPECT TO ANY THIRD PARTY, SUCH AS THE BUSINESSES OR EVENTS HOSTED BY THIRD PARTIES LISTED ON THE SITE OR THE SITE’S USERS. ACCORDINGLY, THE Vivaio ENTITIES ARE NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE FROM THEIR ACTIONS OR OMISSIONS. YOUR ATTENDENCE AT EVENTS AND/OR USE OF SERVICES OFFERED BY THIRD PARTIES THROUGH THE SITE IS AT YOUR OWN DISCRETION AND RISK.
c. THE Vivaio ENTITIES EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES AS TO THE EVENTS LISTED ON THE SITE, AND IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
d. YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THE SITE, RELATED SERVICES, OR ANY OTHER GRIEVANCE SHALL BE YOUR TERMINATION AND DISCONTINUATION OF ACCESS TO, OR USE OF THE SITE.
e. THE Vivaio ENTITIES’ MAXIMUM AGGREGATE LIABILITY TO YOU FOR LOSSES OR DAMAGES THAT YOU SUFFER IN CONNECTION WITH THE SITE OR THESE TERMS IS LIMITED TO THE GREATER OF (i) THE AMOUNT PAID, IF ANY, BY YOU TO THE Vivaio ENTITIES IN CONNECTION WITH THE SITE IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, OR (ii) $100.
f. THE Vivaio ENTITIES DISCLAIM LIABILITY FOR ANY (i) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES, (ii) LOSS OF PROFITS, (iii) BUSINESS INTERRUPTION, (iv) REPUTATIONAL HARM, OR (v) LOSS OF INFORMATION OR DATA.
12. CHOICE OF LAW AND VENUE
Massachusetts law will govern these Terms, as well as any claim, cause of action or dispute that might arise between you and Vivaio (a “Claim”), without regard to conflict of law provisions. FOR ANY CLAIM BROUGHT BY EITHER PARTY, YOU AGREE TO SUBMIT AND CONSENT TO THE PERSONAL AND EXCLUSIVE JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE STATE AND FEDERAL COURTS LOCATED WITHIN BOSTON COUNTY, MASSACHUSETTS.
a. You may terminate the Terms at any time by closing your account, discontinuing your use of the Site, and providing Vivaio with a written notice of termination.
b. We may close your account, suspend your ability to use certain portions of the Site, and/or ban you altogether from the Site for any or no reason, and without notice or liability of any kind. Any such action could prevent you from accessing your account, the Site, Your Content, Site Content, or any other related information.
c. In the event of any termination of these Terms, whether by you or us, Sections 1, and 4 through 14 will continue in full force and effect, including our right to use Your Content as detailed in Section 4.
14. GENERAL TERMS
a. We reserve the right to modify, update, or discontinue the Site at our sole discretion, at any time, for any or no reason, and without notice or liability.
b. We may provide you with notices, including those regarding changes to the Terms by email, regular mail or communications through the Site.
c. Except as otherwise stated in Section 10 above, nothing herein is intended, nor will be deemed, to confer rights or remedies upon any third party.
d. The Terms contain the entire agreement between you and us regarding the use of the Site, and supersede any prior agreement between you and us on such subject matter. The parties acknowledge that no reliance is placed on any representation made but not expressly contained in these Terms.
e. Any failure on Vivaio’ part to exercise or enforce any right or provision of the Terms does not constitute a waiver of such right or provision. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
f. If any provision of the Terms is found to be unenforceable or invalid, then only that provision shall be modified to reflect the parties’ intention or eliminated to the minimum extent necessary so that the Terms shall otherwise remain in full force and effect and enforceable.
g. The Terms, and any rights or obligations hereunder, are not assignable, transferable or sub licensable by you except with Vivaio’ prior written consent, but may be assigned or transferred by us without restriction. Any attempted assignment by you shall violate these Terms and be void.
h. The section titles in the Terms are for convenience only and have no legal or contractual effect.