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Terms of Use

VivaNow® Membership.  VivaNow® is more than just a technology platform, its intended to be a virtual community where users are not merely users, but are Members within the Community.  Communication is encouraged among VivaNow® staff, other Members and the experienced professionals VivaNow® invites to present.  Feedback about experiences with particular MLM programs is encouraged.  The feedback of good and bad experiences allows VivaNow® share information and well as avoid problem areas between MLM programs and its Members, resolve conflict issues with misunderstandings of the MLM program requirements, and if necessary, protect its Members by vetting or advising of problematic issues with MLM programs.  Any MLM program to which VivaNow® acts as an upstream distributor for Members is vetted by VivaNow®, who holds the program to its promises and stated designs.  VivaNow® is only interested in serious MLM programs who observe FTC Rules and FTC business opportunity Rules, as well as applicable state laws when applicable.  The idea of the Community is to educate, communicate and make participating or dabbling in the MLM business space an aggregate experience and leverage the strengths of its community in MLM programs so that they are not just on their own, but have others to support, learn from one another, and have a manageable software system to navigate it all.

The VivaNow® Software as a Service.  The VivaNow® Virtual platform system is an automated system designed for users to manage marketing and multilevel marketing businesses.  Integral to this is practical education and tips designed to take the learning curve out of navigating the marketing of you online multilevel marketing (“MLM”) business,  marketing online and through social media networks, the logistics of distribution, operating multiple business and streams, customer feedback, and growth. VivaNow® accomplishes this through online educational packets that have curriculums and lesson plans designed to take the beginner to and intermediate level, and the intermediate operator into more specific areas of interest.  The system also allows users to test operating more established MLM programs as a distributor through VivaNow® until independent self-management is desired by the user, or not.  Through the VivaNow® system, a user can dabble, join as a distributor under VivaNow® in various MLM programs vetted by VivaNow®, or simply use the system on their own for their own MLM distribution ventures.

VivaNow® Tutorial Modules. VivaNow® offers very distinct tutorials and educational support to its Member users.  This is divided into Free, no cost, non-Member access to limited content on the basics of online marketing for MLM and Member subscription to more direct online tutoral insight, including webinars, small group topic education and online coaching in specific areas of Member interest based upon the experience of an online tutor, mentor or presenter.  Tutoring is given to support the Member user’s knowledge base and education on MLM programs, program limitations, risks, regulation, and online marketing skills through website SEO and social media campaigns. Tutoring Modules are not intended to substitute your own individual education on the benefits and risks of MLM programs or your online marketing skills.  VivaNow® encourages self-education from reliable information.  Any Tutorial supplied, presented or pre-recorded for the Member user’s benefit.  Presenters, tutors and mentors are selected by VivaNow®based upon experience, skill and practical knowhow.   VivaNow®’s full line of online platform services are based upon fully registered Member accounts, not merely free accounts, and access to all software resources is only through fully registered accounts.  This requires acceptance of out terms and conditions or use and software license through your Member user account.

By registering for a VivaNow® Member account and accessing your account or using the VivaNow® website, you agree to be bound by all terms and conditions of the Membership and our software subscription license set forth herein.  Where and when there is a lack of clarity, these expressed Terms and Conditions shall apply.  VivaNow® reserves the expressed right to amend these terms and conditions from time to time, suspend any MLM program or Member account, account access to an MLM program, or should reasonable and verifiable information come to VivaNow® attention that there is unlawful conduct. Any use of the platform as a distributor or for purchases of online tutorial models through this web site is expressly conditioned on your acceptance of these Terms and Conditions which may be updated from time to time by VivaNow.® The below terms and conditions are subject to the Federal E-sign Act of 2000, as amended, and constitute an Agreement of Use and Purchase between You and VivaNow® on www.VivaNow.us and on all sales through VivaNow.®

TERMS AND CONDITIONS OF WEBSITE USE AND ALL PURCHASES THROUGH

THE VIVANOW® WEBSITE & PLATFORM

  1. ACCOUNT HOLDERS AS “SUBSCRIBERS.” All account holders are generally deemed to be natural persons, or corporate entities controlled by natural persons, with necessary age, power and authority to make online purchases and contractual obligations from the personal or business address that matches their account as subscribers (hereinafter referred to as “SUBSCRIBER” as applicable to the Platform and its software services) and desires to use the VivaNow® platform, software, features and offering under the terms and conditions hereto agreed.  Free Account holders, Member Account holders and Distributor Account holders agree that they are deemed “Subscribers” for purposes of these terms and conditions.
  2. LIMTIED LICENSE FOR PLATFORM AND SUBSCRIBER ACCOUNTS. The VivaNow® Subscriber Account is a Registered User Account within its platform and accessible and tailored for Subscribers (as defined by these terms and conditions) which are end-users of its system who purchase services, instructional content, and products through VivaNow,® use the platform to manage their independent participation in MLM programs or participate in content features for tutoring and instruction for personal use only.  This type of account is strictly a personal account and no commercial resale to anyone other than the subscriber.  Subject to these Terms and Conditions, VivaNow® grants Subscriber a limited, non-exclusive, non-transferable and non-assignable month-to-month free license (the "License") to access VivaNow’s® website, content and online Subscriber Account for personal/individual  transactional and instruction purposes and uses only.  Should VivaNow® suspect that a Subscriber Account is being used by anyone other than the Subscriber, it reserves the right to suspend or cancel its platform software license to the Subscriber and account access.
  3. VIVANOW® ACCOUNT TYPES. VivaNow® offers its online and electronic services exclusively through three (3) types of Customer accounts, for Account Holders, which may be a Free Account, a registered Member account, or a Member Distributor Channel Account. The Member Distributor Channel Account is a paid Member Account that has been upgraded by the paid Member to purchase and resell goods and services under an MLM program to which VivaNow® is an upstream distributor of the program and resells on a transactional basis through the website and Member Distributor Channel Account. The following further define the access and limits of each respective type of user account:

 

    1. FREE ACCOUNT USER.  This type of account is the most restricted and limited of the user accounts offered and maintained by VivaNow.®  This is a non-Member account and does not offer the features and incentives of a paid Member Account. The account allows access to basic features of the VivaNow® platform and system through demos and online video content.  It offers select tutoring videos and online forums for Questions and Answers about VivaNow,® and general information about the MLM industry and operating an MLM business.  Within the Free Muser Account, you will be asked to consent to receiving follow up via an automated dialing system or email or both by VivaNow® on any promotional offers for Membership or MLM opportunities it may have or come to offer from time to time.  You may revoke consent to receive such promotions at any time.  The Free account may expire at the digression of VivaNow.®  There is no commitment to join VivaNow® under the Free User Account, however the full line of VivaNow®services and resources WILL NOT be available to these account holders.  VivaNow®disclaims any right by the Free account holder, or obligation by VivaNow®to provide, to its full line of services, videos or online tutorials or full platform access.  The Free Accountholder recognizes this material limitation of the account and VivaNow®Services.  The general terms and conditions herein apply to these accounts and account holders where relevant.

 

    1. PAID MEMBER ACCOUNT. A Member and Member Account holder is a legal person or legal entity with power and authority to do business at a physical business address(es) that matches Member account with VivaNow.®  If a person, they are of lawful age to contract with VivaNow®and participate fully as a Member within all Member Services offered.  If Membership is paid by credit cards, debit care, Paypal, Vemo, or other personal and business alternative payment systems, the Member Name and address MUST match the name, information and address listed in the Member profile of the Member Account.  To qualify, for a Member Account as a business, user MUST provide VivaNow® with required tax ID and/or tax resale certificates and documentation to use the Platform for the ordering of services and products through VivaNow® under an upgraded Distributor Channel Account in order to market or resell goods and services to which VivaNow® is an upstream distributor.  Accurate home address or business location for the business entity must be listed on the Member Account at all times. VivaNow® reserves the exclusive right to suspend or cancel a Member Account that has misleading, incorrect or otherwise inaccurate information to maintain the account for its intended purposes. All  Members are solely responsible for the truthfulness or information provided VivaNow®  and false or misleading information will result in cancellation of your account without any right or recourse to services, features or prospective commissions or resales that may be pending or anticipated by the user.  The following are applicable to all Member Account Subscribers.

 

      1. Sophisticated User.  All Member Account Holders acknowledge that they are sophisticated individuals in business when ordering/purchasing services and products for resale under the Distributor Channel Account and the VivaNow® platform.  This includes all matters of payment and accounting of all services and products ordered through the website and platform.  Select benefits and features will be offered Member Account Holders, including expanded skill tutorials, webinars, pre-recorded skill training videos, mentoring (at additional price), and a limited number of consumer leads generated by VivaNow’s® online marketing efforts for prospective consumers when operating as a Member Distributor Channel (see below). Leads generated by VivaNow® for its Member Distributor Channel Account holders shall be solely based upon its own marketing efforts and campaigns and are not offered to Members for all purposes outside of those labeled and intended by VivaNow.® 
      2. VivaNow® Lead Use. Any use of a lead outside VivaNow’s® intended campaign and purpose is strictly prohibited by VivaNow.® VivaNow®  reserves the sole right to expand, limit, modify, change or cancel such service offerings based upon its reasonable business judgment and platform technology development. 
      3. VivaNow® platform use. Member Account Holders may use the VivaNow® platform to manage and operate MLM program participation distinct from VivaNow,® or through VivaNow,® at their sole option.
      4. Continuing Instruction and Certification - VivaNow® Certification, Certification as Advisors and Certification as Mentors.  All VivaNow® paid Members are expected to keep current with their skills and participation.  This requires tutorials under a certification system where Members are tested on their skillsets and knowledge base.    The intended purpose of the VivaNow® platform is to build a community and keeping current with marketing and business skills is essential to VivaNow’s® design.  Periodic and annual certifications will be offered the Members along with minimal certifications that any given Member must complete to stay current in the system. Failure to complete Certifications can result in the Subscriber Account being suspended. 

 

        1. VivaNow® Advisors and Mentors.  Subscriber compliance with Certifications will be reviewed by VivaNow® on a case-by-case basis. For Members that complete and are current with high score marks on their Certifications, VivaNow® may offer the opportunity to be either an advisor or mentor in instructional content production. 
        2. VivaNow® Advisor and Mentor Compensation. Participation as an advisor or mentor will entitle the Member to compensation for their time and preparation efforts.  Compensation will be dependent upon time involved as well as the Member’s efforts and preparation time.  Presenting Advisors and participating Mentors shall be compensated in the form of cash bonus paid by VivaNow® directly to the Member’s Commission Account. The compensation shall be deemed to be a flat fee earned per effort or content production.  VivaNow® reserves the right to approve and revise all content to be presented prior to recording and production and requires a lesson or subject presentation plan for all recorded productions.  VivaNow® shall post applicable advisor and content and flat fee schedules within the Member Subscriber Account(s).  

 

    1. SUBSCRIBER MEMBER COMMISSION & V-POINT INCENTIVE AWARD ACCOUNTS.  Each VivaNow® paid Member Account will feature a Commission account and a separate V-Point account for each Subscriber.  The Commission Account will be used to tabulate any commissions due and attributable to participation in MLM programs through VivaNow® or alternatively for MLM Programs that the Subscriber independently participates within but uses the VivaNow® platform to manage their sales and sales channels.   When and where the Member is a sub-distributor through VivaNow,® the account will be used to tabulate then current commissions, referral bonuses and compensation as an advisor or mentor with VivaNow.®  Withdrawals from the account will be upon the approval of VivaNow® and be transferred to the personal or business account of the Member subscriber via ACH by VivaNow® when the account exceeds $1,000.00 USD.   A $1,000.00 USD balance must be maintained by the Member Subscriber at all times to ensure payment of any goods or services being sold through the sales channel at any given time.  Prior to payment, Member subscriber shall complete and submit an IRS Form W-9 signed by the Member to ensure proper tax payment by the Member.  VivaNow® shall only make payment upon the receipt of the IRS W-9 Form, or similar tax form by taxing authority applicable to the Member and shall issue the Member an annual IRS Form 1099 for all payments made in the preceding fiscal year.   The V-Point Account will accessible through the Subscriber Account and will be used to distinctly tabulate affinity incentive points, that have no cash value, except for in the VivaNow®  V-Store as a store credit incentive.

 

    1. UPGRADED MEMBER DISTRIBUTOR CHANNEL ACCOUNT (“DISTRIBUTOR ”).   Distributors is  legal person or legal entity, who has a VivaNow® Member account and has upgraded their account to act as an independent salesperson or distributor, that has the power and authority to do business at the business location listed within their registered  Distributor Account and commits to participation in an MLM sales and distribution Channel under VivaNow.®  VivaNow® reserves the sole right to require further documentation and assurances from a Distributor based upon the MLM program that the Distributor is participating as a sub-channel of VivaNow.®  Distributor may cancel their Distributor Account at any time for any MLM program that it is a sub-distributor of VivaNow,® but any sales channels or relationships developed for that MLM program or pending sales channel leads will become the property of VivaNow® unless otherwise agreed by VivaNow.®

 

    1. ANNUAL MEMBERSHIPS AND ANNUAL RENEWAL.  From time to time, VivaNow® may offer Members annual renewable Membership fees and subscription at a price solely at the discretion of VivaNow® as to price and availability.  Upon expiry of the Annual Membership, and if not reviewed by the Susbcriber, Member will be able to log into their account, but all functionality shall be disabled and Member will not have ability to utilize the resources and software of VivaNow.®  Should Member renew their Annual Membership with VivaNow® after the expiration of the renewal date, full functions and features will be accessible for full use by the Member, subject to renewal fee payment clearance.  Except in the instance of Annual Membership subscription, all other Subscriber accounts shall be deemed and treated as month-to-month with payment for paid Membership accounts being subject to fee payment clearance.

 

    1. INCENTIVE POINTS (V-POINTS) FOR ACTIVE PARTICIPATION IN INSTRUCTIONAL MODULES AND TUTORIALS.  All Subscribers of Paid Member Accounts shall be awarded internal incentive points (herein called “V-Points”) redeemable only with VivaNow® for products and services offered by VivaNow® at its Incentive online store (“V-Store).  These V-Points have no cash value, are not transferrable, and can only be redeemed by the Subscriber for affinity awards premiums internal exclusively to VivaNow.®  Where cash purchases may be made by VivaNow® Subscribers at the V-Store, the redemption value with VivaNow® shall be 100 V-Points is equivalent to 1.00 USD of the price listed.  V-Points may be accumulated by a Subscriber and be used in whole or in part based upon the allocation of the store credit.  VivaNow® shall post policies within the Subscriber’s account and within the V-Store as to the then current V-Point awards being given for participation incentive and store credit redemption maximums and limits.

 

    1. REFERRAL INCENTIVES.   Paid Member Subscribers may be eligible for referral incentive bonuses for the successful referral and onboarding of a new VivaNow® paid Member logged and tracked through the VivaNow® platform.  Members shall be provided a unique link within their account for referral purposes.  A referral is made by the Member identifying the prospective Member’s contact information and email within his or her Member Account within a feature dedicated for referrals.  The Member will then forward their unique link to their prospective paid Member being referred.  VivaNow® is interested only in serious referrals ready to join, so once the prospect’s contact information and email is entered into the referral system, a seventy-two (72) hour clock will begin for the prospect to become a paid Member of VivaNow.®  Should the prospect click the refrring Member’s unique link and pay the paid Member subscription, or an annual subscription, then the Member so referring shall be entitled to an Incentive Bonus in the amount of $299 that shall be credited to the referring Member’s Commission Account.  Should the prospect not become a paid Member of VivaNow® within the 72-hour period, no incentive bonus is earned by the referring Member.  All referral bonuses are subject to the same Commission Account limitations applicable to the Member under their paid Member Account, including minimal balances within the Commission Account.  

 

  1. VIVANOW® SUBSCRIBER ACCOUNT NUMBER(S), LOGINS AND PASSWORD SECURITY. Subscribers are solely  responsible for maintaining the confidentiality and security of their respective Registered User Account number(s), logins and/or password used to purchase goods through www.VivaNow.us. Subscribers are responsible for all uses of their  account(s) and their use whether, or not, order or purchase was actually or expressly authorized by the registered account holder.  Any unauthorized access of the Subscriber’s Account that is the result of the Subscriber’s negligent handling of any account number or password is expressly their own and sole liability.  Subscribers expressly waives all legal defenses and relief against  VivaNow® and are exclusively liable for any collectable debt that arises from the unauthorized access and purchases, by and through their account, whether it is a result of their own mishandling, negligence, or intentional disclosure of their account Number or password or otherwise. However,  VivaNow® reserves the exclusive right to investigate and determine if any order or purchase through its website and/or through a Subscriber Account was the result of  Subscriber’s negligence or liability.
  2. PRE-CONDITONS FOR UPGRADED DISTRIBUTOR ACCOUNT PARTICIATION.  Members who upgrade to Distributor Accounts and participate in MLM programs as a sub-distributor of VivaNow®must qualify independently under the rules and conditions of that MLM program.  The terms and conditions of that MLM program shall be presented the Member prior to any participation. A Sponsor from VivaNow® will be assigned to the Member to discuss the Rules, terms and conditions and evaluate the Member’s ability to perform under the MLM program and VivaNow.® Members may qualify for some but not all MLM programs to which VivaNow® participates.  VivaNow,®in conjunction with the assigned Sponsor, will make an independent judgment as to the Member’s qualification for that program at that time, and may reject or recommend the Member obtain further tutoring and skills to fully participate.  This is no personal reflection on any Member, but a business judgment based on the experience and readiness of the Member at the time for participation under the MLM program as it is operated by its rules and terms and conditions.  Alternatively, VivaNow® may allow participation on a more supervised or limited basis to ease the Member into the MLM Program or provide more oversight.  Member is solely responsible for the completeness and truthfulness of information supplied VivaNow® in this process.  This includes any past problems, notices, violations or injunctions by regulatory authorities including the FTC or state attorney generals against the Member.  Candor of the Member at all times is a material condition of UPGRADED participation at all times.  All conduct and use of the UPGRADED Distributor Account shall relate back to this qualification process, and VivaNow® reserves the right to cancel any UPGRADED Distributor Account based upon reasonable and reliable information it independently encounters in the public or from regulatory or law enforcement authorities.  Cancellation of account on such a basis is immediate and without recourse to the account holder.  Strict adherence to the following is required by VivaNow® of all Distributors when relevant to the particular MLM program:

 

    1. Compliance with the Business Opportunity Rule, 16 C.F.R. § 437 l(c) and (q).   Distributors shall comply with the following:  1.) only make business claims for potential earnings that are reasonable at the time and supported by written substantiation for the earnings claim; and/or 2,) Provide written earnings claim statement (with substantial information) to the prospective purchaser(s) when required and supplied by the MLM program.  Otherwise, no earnings claims shall be made by the Distributor.  This is a material condition of any participation in an MLM program that may be conceived or designed as a business opportunity program involving investment in goods or fees as a prerequisite.
    2. Compliance General Media Earnings Claims. Make no independent earnings claims in the general media (off-line, in publications, Social Media and online generally) in connection with VivaNow® membership or the MLM program membership unless approved beforehand and use reasonable business judgment when making any earning claim as to potential sales with an MLM program or gross or net income or profits derived therefrom. See, 16 C.F.R. § 437.l(c) and (q) and 15 U.S.C. § 45(a).
    3. No Misrepresentation of MLM Program.  Make no independent representation to consumers as to the likelihood of  gross or net income or profits will be earned in sub-distribution because an MLM program or VivaNow® will find locations, outlets, accounts, or customers for the purchaser by providing leads of other consumers who might be interested in purchasing.
    4. Disclose Risks or refer to VivaNow.® Explain all known or obvious business risks of the MLM Program or refer consumer or lead to VivaNow®to clarify.

Failure to abide by the above may result in Member account suspension or cancellation and VivaNow® reserves all rights and remedies available for Distributor violations of these conditions of qualification.

  1. GOVERNING LAW, JURISDICTION & VENUE. These Terms and Conditions apply to all website and platform account use and shall be governed exclusively and construed in strict accordance with the laws of the State of Delaware.  Customer, by virtue of purchase through this website, agrees to submit to exclusive jurisdiction and venue of the state and federal courts of Lewes County Delaware, and, expressly waive all defenses to jurisdiction without any consideration of conflict of law theories, case law or principles.

 

  1. ELECTRONIC CONTRACT FOR SALES.  All services, or products, purchased on www.VivaNow.us are made as electronic contracts for purchase under these Terms and Conditions. VivaNow® shall make available these Terms and Conditions in electronic format within any user accounts in our website within the VivaNow®  Account, and/or via email upon request. These electronic records may additionally be provided to You by VivaNow® in either Adobe Acrobat or standard text formats.  Each Membership purchase and UPGRADE is deemed an individual sale to which these Terms and Conditions apply unless an ongoing subscriber agreement or retail merchant agreement supersedes.  These Terms and Conditions may be used to supplement any subscriber agreement where the agreement is silent.

 

  1. ACCEPTABLE USE OF WEBSITE OR REGISTERED USER ACCOUNTS.  Subscribers agree and warrant respectively that he/she/it or their agents shall not use this website in any way that causes, or may cause, damage to the website or impairment of the availability or accessibility of the website; or in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.  Subscribers agree and warrant respectively that he/she/it or their agents shall not use this website or their Registered User Account License to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software.  User agrees to not conduct any systematic or automated data collection activities (including without limitation to scraping, data mining, data extraction and data harvesting) on or in relation to this website without VivaNow’s® expressed written prior consent, email not constituting written consent.  Subscribers shall not use this website to transmit or send unsolicited commercial communications or for any purposes related to marketing without VivaNow’s® expressed written consent. Subscribers may view, download website information and images for caching purposes only, and may download or print pages from the website for own use  as permitted by VivaNow® only.  By use of VivaNow’s® website or platform, Subscribers  agree respectively that he/she/it or their agents shall not republish material from this website (including republication on another website); sell, rent or sub-license material from the website; show any material from the website in public or to the public; reproduce, duplicate, copy or otherwise exploit material on this website for a commercial purpose; edit or otherwise modify any material on the website; or redistribute material from this website (except for content specifically and expressly made available for redistribution).  Where, and if content is specifically made available for redistribution by VivaNow® to the respective Subscriber, the respective party is fully responsible for its use or misuse thereafter.

 

  1. BILLING AND PAYMENT OF CHARGES. Transactional accounting as recorded by VivaNow® from its platform shall be the final record and accounting of all transactions made by subscribers through VivaNow.® This shall be superior in weight as final proof of purchase or purchases, the total purchase  value(s) owed, and the volume or quantity of services or products purchased.  Subscriber is responsible for paying all charges posted within their receipt or tallied within their Registered Account, including applicable service charges, taxes and other fees related to the service or product purchased through www.VivaNow.us or through the platform for which they are acting as a sub-distributor of VivaNow® in an MLM program.  If VivaNow® accepts a Member or Distributor Account’s late or partial payment, for any reason whatsoever, it will not waive any of VivaNow’s® rights hereunder nor will it constitute an accord or satisfaction.  If a conflict exists between VivaNow® and the Subscriber, as to ordered purchases and statement of account accounting, contact VivaNow® at 800-____-______ to report the conflict.  VivaNow® holds the sole discretion to determine if a bona-fide conflict exists, or if its records shall stand as final.  Receipts, account balances, deposits, prepayments, orders and purchases shall be sent to Subscriber via email or text message or otherwise be made available to the Subscriber, through their Registered Account.  The Subscriber expressly consents to any text message sent for this purpose or any other purpose that they have indicated or otherwise voluntarily marked, and not revoked, in opt-in  boxes available through their respective Registered User Account, including promotional offers, pricing and service or product marketing offering relative to VivaNow® or communication services available through VivaNow.®    

 

  1. CREDIT CARD AND DEBIT CHARGES. No Credit or Debit Card payments will be accepted by VivaNow® from Banks or Credit Card Issuers that are not regulated in the United States of America – U.S. Credit Cards only.  If a Subscriber, pays by credit or debit card, it thereby authorizes VivaNow® to charge the credit card account number provided through the website or Registered Account for the particular transaction(s) selected and confirmed as an order by the Subscriber through our website or platform.  VivaNow® may terminate any Registered Subscriber Account or any transaction at any time, at VivaNow’s® sole discretion, for declined credit cards or for insufficient funds as non-payment with the understanding, however, that Subscriber,  remains fully liable to VivaNow® for all charges accrued from products sold and all charges incurred by VivaNow® due to said declines, including merchant processing fees incurred, whether at the time of purchase or thereafter.  Thirty (30) day Prior Notice pursuant to  REG-Z, must be first given to VivaNow® by Subscriber of any billing discrepancy on the part of the consumer, giving rise to a consumer charge-back, or a business, giving rise to a business charge-back, before Subscriber makes a charge-back request to their credit card provider.  This Prior Notice must be confirmed as received  by  VivaNow® prior to any initiation of any charge back of a payment on a VivaNow® purchase order to allow VivaNow® reasonable time investigate the nature of the charge back claim, billing and the charge. This charge-back pre-requisite stands regardless of whether or not, VivaNow® uses a third-party charge-back protection services. VivaNow® reserve the right to investigate every charge-back claim up to thirty (30) days after a cardholder gives Prior Notice to VivaNow.®

 

  1. TAXES. Any applicable sales, or other taxes, fees, or charges imposed on goods and/or services as a result of any sale to Subscriber through an MLM Program shall incorporate the Sales Tax for the State of Delaware.  Subscriber shall supply VivaNow® with all applicable and current tax resale and dealer certificates, when applicable. If a final sale is made by Susbcriber to an end-user purchaser, after MLM purchase through VivaNow,® then applicable taxes shall be charged and collected and remitted to tax authorities by the Subscriber. VivaNow® is not responsible for collection and remission of taxes when Subscriber files with it a current tax resale certificate.  Where and when VivaNow® sells services or products to Subscriber who is deemed final consumer, tax shall be charged by VivaNow® and the charge will be added to Subscriber’s  account or receipt as required by law. For all Commissions, Referral Bonuses, and compensation earned as an Advisor or Mentor, and withdrawn by the Member from the Member’s Commission Account, the Member shall provide VivaNow®  with a current IRS W-9 Form signed by the Member and with the same information as found in the Subscriber Account prior to disbursement.  Member subscriber is responsible for all taxes attributable to amounts withdrawn and transferred via ACH by VivaNow® for all Commissions, Referral Bonuses, and compensation earned as an Advisor or Mentor.  VivaNow® shall issue Member an annual IRS Form 1099 for the preceding tax year for all payments made as a result of withdrawal(s).
  1. EXPRESSED LIMITATION OF LIABILITY.  IN NO EVENT WILL VIVANOW® BE LIABLE TO SUBSCRIBER FOR (I) ANY INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO DAMAGES FOR LOSS INTERRUPTION, OR LOSS OF PROPERTY, AND THE LIKE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE PRODUCTS, DEVICES, AND MATERIALS SOLD THROUGH THIS WEBSITE OR ITS PLATFORM, EVEN IF VIVANOW® OR ITS AUTHORIZED REPRESENTATIVES OR DISTRIBUTOR OF A MULTI LEVEL MARKETING PROGRAM, HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (II) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE PRODUCTS AND/OR MATERIALS SOLD THROUGH THIS WEBSITE OR ITS PLATFORM.
  1. INDEMNIFICATION. The Subscriber agree to indemnify, defend and hold VivaNow,® as well as its officers, directors, employees, agents, shareholders, licensors, suppliers, business partners and any beneficial owners, harmless and indemnified from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from their use of any products or service(s) purchased through the VivaNow® software platform and its website, including, without limitation any violation of these website Terms and Conditions. The provisions of this paragraph are for the benefit of VivaNow® and its officers, directors, employees, agents, shareholders, licensors, suppliers, business partners and beneficial owners in regard to the Products or Materials sold through this website and its software platform. Each of these individuals or entities shall have the right to assert and enforce these provisions directly against Susbcriber on its own behalf.
  1. NO WARRANTIES ON WEB SITE. HYPERLINKS OR OTHER WEB PAGES ACCESSIBLE FROM THE SITE WILL ENABLE YOU TO LEAVE VIVANOW’S® WEBSITE. THE LINKED SITES ARE NOT UNDER THE CONTROL OF VIVANOW® AND VIVANOW® IS NOT RESPONSIBLE FOR THE CONTENTS OF ANY LINKED SITE OR ANY LINK CONTAINED IN A LINKED SITE, OR ANY CHANGES OR UPDATES TO SUCH SITES. VIVANOW® IS PROVIDING THESE LINKS TO YOU ONLY AS A CONVENIENCE, AND THE INCLUSION OF ANY LINK DOES NOT IMPLY ENDORSEMENT BY VIVANOW® OF THE WEBSITE. VIVANOW® AND ITS AFFILIATES DO NOT CONTROL OR ENDORSE THE CONTENT OF THIRD-PARTY WEBSITES. ALL SERVICES AND MATERIALS PROVIDED ON THE VIVANOW® WEBSITE ARE PROVIDED "AS IS". VIVANOW® DOES NOT GUARANTEE OR WARRANT THAT THE FILES AVAILABLE FOR DOWNLOADING FROM THE SITE WILL BE FREE OF INFECTION OR VIRUSES, WORMS, TROJAN HORSES OR OTHER CODE THAT CONTAINS CONTAMINATING OR DESTRUCTIVE PROPERTIES. YOU ARE RESPONSIBLE AND ARE URGED TO IMPLEMENT SUFFICIENT PROCEDURES AND CHECKPOINTS TO SATISFY YOUR PARTICULAR REQUIREMENTS FOR ACCURACY OF DATA INPUT AND OUTPUT, AND FOR MAINTAINING A MEANS EXTERNAL TO THE SITE FOR THE RECONSTRUCTION OF ANY DATA LOSS. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE WEBSITE AND THE INTERNET.

 

  1. TRADEMARKS AND TRADENAMES. All corporate names, service marks, logos, trade names, trademarks, websites and domain names of VivaNow® (collectively "Marks") are and shall remain the exclusive property of VivaNow® and nothing in this agreement shall grant Customer or any Third party the license to use such Marks.  All service marks and trademarks of manufactures are and shall remain exclusively their own, and their appearance on this website shall not be construed in any way to grant or vest the Customer or any visitor, a license or right to copy or use such marks from this website.  Such marks are used only to offer and sell the Products of the manufactures.
  1. COPYRIGHTS. All Content and Materials found at this Website are protected under U.S. Copyright, or, by and through other intellectual property laws. Any commercial use of the Services Software, and Materials found on the Website, within the account in the software platform, in tutorial or instructional content is strictly prohibited, without the express, prior, written consent of VivaNow.®  Any reproduction or redistribution of the Services and/or Materials not in accordance with the terms set forth herein is expressly prohibited by law and may result in severe civil and criminal penalties.
  1. OWNERSHIP OF VIVANOW® WEBSITE AND PLATFORM SERVICES AS WELL AS ASSOCIATED ONLINE CONTENT. VivaNow® retains all ownership, right, and interest in the website, its software platform, and the programming code associated with the website and its Services as exclusive  Intellectual Property of VivaNow.® VivaNow’s®  interest in this right extends to not only its content, but to all offering to its established Subscribers that have contracted with VivaNow® either for compensation or free promotional consideration and all associated data analytics through the VivaNow® Platform and online marketing campaigns.  VivaNow® holds this information as a Trade Secret under the Federal Trade Secret Act, 18 U.S.C. § 1836,  at all times and in all places and reserves the right to enforce this as such.  Subscriber acknowledges and agrees to VivaNow® rights under federal law and agrees as a part of its License not to violate or otherwise misappropriate or infringe upon VivaNow’s® Intellectual Property rights thereon. VivaNow’s® subscriber  Account access and use is being licensed to you, not sold, for your use in accordance with the terms and conditions set forth herein, at a minimum. All marks, graphics, logos, product names, Services marks, domain names, trademarks, dress, trade and names, in connection with VivaNow’s® websites, are either the sole property of VivaNow® or have been licensed to VivaNow® for the purpose of its Services. Subscriber (and their direct or indirect agents) are strictly prohibited from using, modifying, copying or misappropriating any of VivaNow’s® intellectual property. Upon termination of VivaNow’s® user account, for any reason, this License shall automatically and immediately cease.

 

  1. NO UNAUTHROZED MARKETING OR TELEMARKETING.  Subscriber is prohibited from undertaking any telephone solicitation, text message campaign, or online marketing of sales on behalf of VivaNow® or communications through VivaNow,® or using the VivaNow® brand or database, without the expressed written authority or consent of VivaNow.®  Where and when VivaNow® provides leads for a particular purpose based upon its own online or offline marketing efforts, Subscriber shall strictly adhere to the limits of that lead and the consent given by the consumer for that expressed written purpose and no use the lead, or cause the lead to be used, for any other purpose.