Terms Of Service
TERMS OF SERVICE
EFFECTIVE DATE: MAY 25, 2020
“Jivome,” “We,” “Us,” or “Our” means Jiva, LLC or its parent or subsidiaries.
“Site” means this Site and any and all content, software, data, information, and materials contained therein and transactions completed thereon.
“Third Party Content” means certain third party analysis, content, tools, features, materials, websites, services, or advertisements which Jivome makes available on or through this Site.
“Users” means individuals who are authorized by you to use the Site. Users may include but are not limited to yourself; or your employees, consultants, contractors, and other agents.
“You” or “Your” means the company or other legal or natural person which is our client and for which you are accepting these Terms, including our client’s affiliates.
- BINDING AGREEMENT.
These Terms, and any other terms and conditions on this Site that govern particular features of the Site (the “Additional Terms”) are incorporated into the Terms by this reference. The Terms and any Additional Terms (collectively, the “Agreement”) set forth the terms and conditions which govern your access to and use of the Site. The Agreement sets forth the entire, final, and exclusive agreement between Jivome and you with respect to your use of, and access to, the Site, and supersedes all previous oral and written terms, representations, or understandings concerning your use of, and access to, this Site. This Agreement is effective between you and Jivome as of the date of your acceptance of this Agreement as a registered user or Site visitor.
- OUR PROPRIETARY RIGHTS.
3.1 As between Jivome and you, and subject to your right, title and interest in data you submit through this Site or otherwise provide or submit to Jivome, Jivome owns all right, title, and interest in and to the Site, including all related intellectual property rights subsisting therein. Subject to the limited rights expressly granted hereunder, Jivome reserves all rights, title and interest in and to the Site, including all related intellectual property rights subsisting therein. We grant no rights to you hereunder other than as expressly set forth herein. This Site and all materials and information published thereon are protected by U.S. and foreign copyright and other intellectual property laws. You agree to protect the proprietary rights of Jivome and to comply with all reasonable written requests made by Jivome or its third-party licensors to protect their and others’ rights in the Site and materials and content made available on or through the Site.
3.2 All Jivome trademarks and service marks presented on the Site are the property of Jiva, LLC. Jivome’s trademarks and trade dress may not be used in any form without the prior written consent of Jivome, and any use shall be subject to Jivome’s then-current policies and requirements. All other trademarks, services marks, logos, designs and trade dress not owned by Jivome that appear on this Site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Jivome.
4.1 Subject to this Agreement, Jivome hereby grants you a non-exclusive, non-transferable license for Your personal use: (i) to access and use the Site; and (ii) to access and use materials or other content generated through or available on the Site. All rights not explicitly granted in this Agreement are reserved by Jivome. You may not use the Site in any manner inconsistent with this Agreement.
4.2 You shall not remove any copyright, patent, trademark, or other proprietary or restrictive notice or legend contained on the Site, and you shall reproduce all such notices and legends on all copies of documents, reports and other materials downloaded, printed, or distributed from the Site which copies are permitted to be made hereunder.
- MEDICAL DISCLAIMER AND RESTRICTIONS ON USE.
5.1 Any information provided on this website or any linked website is not intended as medical advice nor is it intended to replace discussions with a healthcare provider. All decisions regarding patient care must be made with a healthcare provider, considering the unique characteristics of the patient. If you have a medical concern, please consult with your physician. Please consult your physician before using products offered on this site.
5.2 When using any skin care products, if any irritations such as itching, burning, scaling or other unusual symptoms develop, we recommend you immediately discontinue the use of those products and that you consult with your physician immediately.
5.3 Personal use only
(a) The products and services available on this site, and any samples that we provide to you, are for personal use only. You may not sell or resell any of the products or services, or samples that you purchase or otherwise receive from us. We reserve the right, with or without notice, to cancel or reduce the quantity of any orders that we believe, in our sole discretion, may result in the violation of our terms and conditions.
(b) The products bought through this site may result in harm when not used as specified by the product directions or when in conjunction with other products or drugs. Jivome is not liable for any harm for use of products offered on this site that are not used as directed by product guidelines or used without the consent of a physician.
(c) Upon receipt of the product, carefully read the instructions, directions, guidelines and precautions, if any, provided by the manufacturer before using the product. Any questions or concerns should be discussed with your physician.
(d) Jivome assumes no liability for the misuse of the information provided through this site.
(f) Jivome makes no warranties, express or implied, in regard to any products on this website, and there will be no warranties of merchantability or of fitness for a particular purpose.
(g) Jivome does not offer a warranty of any kind in regard to the products sold on this site.
(h) Except as otherwise expressly provided in these Terms or on the Site, you may not download, modify, copy, reproduce, republish, post, resell, upload, transmit, or distribute any materials or content except with the express written consent of Jivome or its third-party licensors.
5.4 In addition, you agree not to:
(a) Use or access the Site for any purpose that is unlawful or prohibited by the Agreement or display, transmit, or otherwise make available on or through the Site material that is infringing, threatening, harassing, libelous, hateful, racially, or ethnically objectionable, unlawful, tortious, harmful to children, invasive of another’s privacy, or violative of third-party privacy rights;
(b) Reverse engineer, decompile, modify, or create derivative works from any software or materials accessible by, or on the Site;
(c) Frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Jivome without express written consent;
(d) Make any commercial or non-fair use of the copyrights, trademarks, logos, symbols, or any other mark, device, or commercial identifier of Jivome or any of our third-party licensors without the express written consent of Jivome;
(e) Use or access the Site in a manner that could damage, disable, overburden, or impair any Jivome server or the networks connected to any Jivome server;
(f) Interfere with any third party’s use and enjoyment of the Site;
(g) Attempt to gain unauthorized access to the Site, User accounts, computer systems, or networks connected to any Jivome server through hacking, password mining, or any other means;
(h) Sublicense any license granted in or to materials on the Site (whether or not any of such acts are for commercial gain or advantage); or
(i) Access the Site in order to build a competitive product or service, or copy any features, functions, or graphics of the Sites.
- YOUR RESPONSIBILITIES.
You shall: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all content and data submitted to or published via the Site by you; (ii) comply with all applicable laws (including but not limited to export laws) in using the Site; and (iii) use the Site solely in accordance with any online user guides or instructions made available on or through the Site. You shall not disclose or share any ID(s) and password(s) used to access this Site. You are responsible for all activity that occurs under your ID(s) and password(s). You agree to notify Jivome in writing promptly upon becoming aware of any unauthorized access or use of the Site by any party.
- DATA RETENTION
7.1 You will be asked to provide information to register as a User, and in order to use certain parts of the Site. You acknowledge and agree that when the Agreement terminates in accordance with these Terms your access to such information through the Site may terminate, and that following such expiration or termination such information may be archived or deleted from the Site in accordance with our applicable records retention policy(ies). We do not guarantee the availability of your information, or any other content or materials on the Site, and you acknowledge and agree that such information stored on or through this Site may be archived or deleted periodically in accordance with our applicable record retention policy(ies).
7.2 Jivome employs Google Analytics software called User-ID in order to better understand who its users are and what they want to do, find, and learn on the Jivome platform. User-ID allows Jivome to offer a better user experience by offering insight into whether the organizational structure of the Site is optimal. User-ID also allows Jivome to see which Site content is most popular and whether Jivome should work on further developing those areas.
In order to accomplish this goal, Jivome will be collecting very limited user data through User-ID. Jivome will be gathering data about what page Users’ start on, what pages they visit, and in what order. Jivome will only associate User-ID data to users who have signed up on Jivome and are navigating the Site while signed in.
Before sending any User data to Google Analytics, Jivome removes anything that would allow Google to identify a User. The only data Jivome will send to Google Analytics is the users’ unique ID, which Google will have no way of associating to the User’s personally identifiable information (PII). This data will remain anonymous to Google. Google cannot identify Users with a unique ID.
- LINKS AND THIRD-PARTY INFORMATION.
8.1 Third Party Content is not maintained or controlled by Jivome, and as a matter of policy, Jivome does not independently verify, prescreen, or monitor any such Third-Party Content. While we believe the Third-Party Content is from reliable third-party sources, we are not responsible for the availability, content, completeness, adequacy, utility, or accuracy of such Third-Party Content. Jivome does not make any endorsement, express or implied, of any Third-Party Content.
8.2 Certain Third-Party Content is subject to additional specific terms and conditions which can be found in Additional Terms and in applicable areas of the Site and websites linked to this Site. You acknowledge and agree that your use of such Third-Party Content is subject to all these terms.
8.3 Site features that interoperate with Third Party Content depend on the continuing availability of such third-party services and materials for use with the Site. If the third-party providers of such services or materials cease to make the services or materials available on reasonable terms for the Site, we may cease providing such Site features.
- DISCLAIMERS AND LIMITS OF LIABILITY.
9.1 THE SITE AND THE PRODUCTS ON THE SITE ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.
9.2 By using Services, you assume all risks associated with the use of the Jivome website, including any risk to your computer, software, or data being damaged by any virus, software, or any other file, which might be transmitted or activated via services.
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SERVICES REMAINS WITH YOU. JIVOME SHALL NOT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, FINES/CITATIONS, OR ADMINISTRATIVE ACTIONS arising out of or in connection with these terms or from the use of or inability to use the Services, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not Jivome has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to you. In no event will Jivome total liability arising out of or in connection with these terms, from the use of or inability to use the Services, or from any communications or interactions with Jivome will exceed the amounts you have paid to Jivome for use of the services/products or one hundred dollars ($100), if you have not had any payment obligations under these terms, as applicable. Jivome and its authorized agents and contractors shall not be liable for any loss or injury caused in whole, or in part, by their actions, omissions, or contingencies beyond their control, including in procuring, compiling, or delivering the information, or arising out of any errors, omissions, or inaccuracies in the information or product ultimately delivered to you, regardless of how caused. The exclusions and limitations of damages set forth above are fundamental elements of the basis of the bargain between Jivome and you.
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO SERVICES OR PRODUCTS RECEIVED THROUGH THIS WEBSITE OR ANY AFFILIATED SITES OF JIVOME MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION OF CLAIM IS BARRED.
As a condition of use of Services, you agree to indemnify, defend and hold harmless Jivome and its officers, directors, employees and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your access to or use of the Website or/and services or/and products, or (ii) any claims alleging facts that if true would constitute a breach by you or your agents of these Terms.
- CHANGES TO AGREEMENT.
Jivome reserves the right to make changes, modifications, amendments, and/or updates to this Site and the Agreement. When these changes are made, we will make a new copy of the Agreement available on this Site. Changes to the Agreement shall be effective when posted. You understand and agree that continued use of the Site after the Agreement has changed will be treated as your acceptance of the updated Agreement.
- TERM AND TERMINATION.
This Agreement commences on the date you accept it and continues until terminated in accordance with this paragraph. You may terminate your use of the Site without cause at any time upon written notice to us. We may terminate access to and use of the Site (a) at any time with or without cause, upon notice to you or (b) upon termination of your relationship with Jivome for any reason. Sections 3 (Proprietary Rights), 8 (Links and Third-Party Content), 9 (Disclaimers and Limits of Liability), 10 (Indemnification), 14 (Governing Law), and 16 (Miscellaneous) shall survive any termination or expiration of this Agreement. We shall have no obligation to maintain or provide you a copy of any of your data in the Site following termination or expiration of this Agreement, unless otherwise specified in other applicable agreement between you and Jivome, or unless legally required to be retained. UPON TERMINATION OF YOUR ACCESS TO THE SITE, ANY INFORMATION STORED IN THE SITE WILL NOT BE ACCESSIBLE THROUGH THE SITE.
- SANCTIONS AND EXPORT CONTROLS.
This license agreement is expressly made subject to any laws, regulations, orders, or other restrictions which may be imposed by the Government of the United States of America on the transaction of business activities with certain countries or nationals or residents of certain countries. The Site is not available through Jivome to any Restricted Entity (as defined below). You represent and warrant that you are not a Restricted Entity nor are you using the Site on behalf of or for the benefit of a Restricted Entity. “Restricted Entity” shall mean any individual or organization owned or controlled by, or acting as an agent for, any person or entity with whom a U.S. citizen, national, or company organized under the laws of or operating in the U.S. is prohibited from engaging in transactions by U.S. laws, including without limitation, a person on the Specially Designated Nationals List published by the U.S. Department of the Treasury’s Office of Foreign Assets Control.
- GOVERNING LAW.
This Agreement shall be governed by the laws of the State of Delaware, without reference to the principles of conflicts of laws thereof. You hereby irrevocably and unconditionally accept and agree to submit to the exclusive jurisdiction of any state or federal court in the State of California and County of Sacramento to hear any dispute relating to this Agreement. You agree that the United Nations Convention on Contracts for the International Sale of Goods (1980) and Uniform Computer Information Transactions Act (UCITA), as adopted by any state, are specifically excluded from application to this Agreement.
Agreement to Arbitrate
You and Jivome agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the services (collectively, "Disputes") will be settled by binding arbitration, except that each party retains the right: (i) to bring an individual action in small claims court and (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights. ("IP Protection Action"). The exclusive jurisdiction and venue of any IP Protection Action will be the state and federal courts located in the Northern District of California and each of the parties hereto waives any objection to jurisdiction and venue in such courts. You acknowledge and agree that you are waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding against Jivome. Further, unless both you and Jivome otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this "Dispute Resolution" section will be enforceable as permitted by law. Except as provided in the preceding sentence, this "Dispute Resolution" section will survive any termination of these Terms.
ARBITRATION NOTICE: YOU AGREE THAT DISPUTES BETWEEN YOU AND JIVOME WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU ARE WAIVING YOUR RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING.
The arbitration will be administered by JAMS by a single arbitrator in accordance with the JAMS Arbitration Rules. The Federal Arbitration Act will govern the interpretation and enforcement of this Section.
A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in JAMS Rules.
Arbitration Location and Procedure
A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in JAMS Rules.
Unless you and Jivome otherwise agree, the arbitration will be conducted in the county of San Francisco. If your claim does not exceed $25,000, then the arbitration will be conducted solely on the basis of the documents that you and Jivome submit to the arbitrator, unless the arbitrator determines that a hearing is necessary.
The cost of arbitration will be equally divided between the parties.
- INJUNCTIVE RELIEF.
You acknowledge and agree that any violation of the Agreement relating to the disclosure, use, copying, distribution, display, or publishing of the content made available through the Site by us or by third party licensors, including any software licensed hereunder, may result in irreparable injury and damage to Jivome or its licensors that may not be adequately compensable in money damages, and for which Jivome will have no adequate remedy at law. You, therefore, consent and agree that Jivome may obtain injunctions, orders, or decrees as may be reasonably necessary to ensure compliance with this Agreement. You hereby waive any requirement of the posting of a bond that may apply for issuance of any injunctions, orders, or decrees.
We may assign our rights and obligations under this Agreement, without notice, to: (a) any affiliate of Jivome; or (b) any party or its affiliate acquiring all or substantially all of the assets or stock by merger or otherwise of Jivome or any affiliate of Jivome. This Agreement may not be assigned by you without our prior written consent. Our failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement shall be deemed invalid, void, or for any reason unenforceable, that provision shall be deemed severable and shall not affect the validity and enforceability of any remaining provisions.
Questions or comments regarding the Site or the Agreement should be directed to Jivome client executive or the Jivome team at: firstname.lastname@example.org