THIS SUBSCRIPTION AGREEMENT (“AGREEMENT”) GOVERNS YOUR PURCHASE AND ONGOING USE OF THE SERVICES.
BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.
You may not access the Services if You are Our direct competitor, except with Our prior written consent. In addition, You may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
This Agreement was last updated on October 20, 2013. It is effective between You and Us as of the date of You accepting this Agreement.
“Order Form” means the ordering documents for purchases hereunder, including addenda thereto, that are entered into between You and Us from time to time. Order Forms shall be deemed incorporated herein by reference.
“Purchased Services” means Services that You or Your Affiliates purchase under an Order Form.
“Services” means the access to preferred pricing through Viv Partner Suppliers affiliated with Us and to consultative services provided by Us both offline and online via http://www.Vivbizclub.com, that are ordered by under an Order Form.
“Viv Partner Supplier” means any company or other legal entity approved by Us and affiliated with Us who is providing You with preferred pricing on products sold by Supplier pursuant to the terms agreed upon by Viv and Supplier.
“We,” “Us”, “Our” or “Viv” means Green Store LLC., a Colorado Limited Liability corporation having its principal place of business at 22662 H75 Road, Delta, CO, 81416.
“You” or “Your” means the company or other legal entity for which you are accepting this Agreement, and Affiliates of that company or entity. “Your Data” means all electronic data or information submitted by You to the Purchased Services.
2. VIV SERVICES
2.1. Provision of Purchased Services. We shall make the Purchased Services available to You pursuant to this Agreement and the relevant Order Forms during a subscription term.
2.2. Our Responsibilities. We shall provide to You access to the Purchased Services, including: access to discounts on green or sustainable products sold by any Viv Partner Supplier:
Viv Suppliers currently include: World Centric
Viv Partner Suppliers currently carry a range of: food service ware.
For specific pricing information with each partner, please see VivBizClub.com. Prices are subject to change.
We shall provide the services only in accordance with the applicable laws and government regulations.
2.3. Your Responsibilities. You shall (i) be responsible for compliance with this Agreement, (ii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify Us promptly of any such unauthorized access or use, and (iii) use the Services only in accordance with the applicable laws and government regulations. You shall not (a) make the Services available to anyone other than person or legal entity, (b) sell, resell, rent or lease the Services.
3. FEES AND PAYMENT FOR PURCHASED SERVICES
3.1. Fees. You shall pay all fees specified in all Order Forms hereunder. The Fee as stated in all Order Forms is $49 unless otherwise specified.
Except as otherwise specified herein or in an Order Form, (i) fees are quoted and payable in United States dollars (ii) fees are based on services purchased and not actual usage.
3.2. Taxes. Charges by Viv do not include state or federal sales, use, excise, personal property, or other similar taxes, all of which shall be paid by You.
4. PROPRIETARY RIGHTS
4.1. Reservation of Rights. Subject to the limited rights expressly granted hereunder, We reserve all rights, title and interest in and to the Services, including all related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein.
5.1. Definition of Confidential Information. As used herein, ” Confidential Information” means all confidential information disclosed by a party (” Disclosing Party”) to the other party (” Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information shall include Your Data; Our Confidential Information shall include the Services; However, Confidential Information (other than Your Data) shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
5.2. Protection of Confidential Information. Except as otherwise permitted in writing by the Disclosing Party, (i) the Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) the Receiving Party shall limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.
6. WARRANTIES AND DISCLAIMERS
6.1. Our Warranties. We warrant that the Services shall perform materially in accordance with the Agreement, and the Services will not be materially decreased during a subscription term. For any breach of either such warranty, Your exclusive remedy shall be as provided in Section 8.1 (Term of Agreement) and Section 8.2 (Refund or Payment upon Termination) below.
6.2. Mutual Warranties. Each party represents and warrants that it has the legal power to enter into this Agreement.
7. LIMITATION OF LIABILITY
7.1 Limitation of Liability. THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL VIV BE LIABLE TO THE CUSTOMER OR TO ANY THIRD PARTY FOR LOST PROFITS, LOST SAVINGS, OR OTHER CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF CUSTOMER’S USE OR INABILITY TO USE THE RESULTS OF THE WORK RENDERED HEREUNDER, EVEN IF VIV HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NO ACTION, REGARDLESS OF FORM, ARISING OUT OF THE TRANSACTIONS UNDER THIS AGREEMENT, MAY BE BROUGHT BY EITHER PARTY MORE THAN TWO (2) YEARS AFTER THE CAUSE OF ACTION HAS OCCURRED, EXCEPT THAT AN ACTION FOR NON-PAYMENT MAY BE BROUGHT WITHIN TWO (2) YEARS OF THE DATE OF LAST PAYMENT.
8. TERM AND TERMINATION
8.1. Term of Agreement. This Agreement commences on the date You accept it and continues for a period of 12 months or until it has been terminated. Except as otherwise specified in the applicable Order Form, this Agreement shall automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant subscription term. The per-unit pricing during any such renewal term shall be the same as that during the prior term unless We have given You written notice of a pricing increase at least 30 days before the end of such prior term, in which case the pricing increase shall be effective upon renewal and thereafter.
8.2. Refund or Payment upon Termination. Upon any termination for cause by You, We shall refund You any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Upon any termination for cause by Us, You shall pay any unpaid fees covering the remainder of the term of all Order Forms after the effective date of termination. In no event shall any termination relieve You of the obligation to pay any fees payable to Us for the period prior to the effective date of termination.
9.1 Remedies. The Customer’s remedies in this Agreement are exclusive.
9.2 Entire Agreement. This Agreement: (i) is the complete and exclusive statement of the agreement between the parties which supersedes all proposal, oral or written and all other communications between the parties relating to the subject of this Agreement; (ii) may not be assigned, sublicensed, or otherwise transferred by Customer without the prior written consent of Viv, but its terms and conditions shall extend to and bind any permitted successor or assign; and (iii) shall be governed by the laws of the State of California.
9.3 Severability. The failure by either party at any time to require performance of the other party of any provision of this Agreement shall in no way affect the right of such party thereafter to enforce the same provision, nor shall the waiver by either party of any breach of any provision hereof be taken or held to be a waiver of any succeeding breach of such provision, or as a waiver of the provision itself.
9.4 Headings. The section headings in this Agreement are for convenient reference only and shall be given no substantive or interpretive effect.