Welcome to the Vivid Digital Apps mobile device application (“Vivid Digital Apps"). Vivid Digital Apps is powered by Vivid Digital Apps, LLC, which provide a wide range of services including web site, feeds and applications for third-party web sites and services and any other mobile or web services or applications owned, controlled, or offered by Vivid Digital Apps (collectively called the "Vivid Digital Apps Services"). By using Vivid Digital Apps Services, you agree to the following terms and conditions, and any policy, guidelines or amendments thereof that may be presented to you from time to time (collectively called the “Agreement”).
1. AGE RESTRICTION
TO USE OR ACCESS THE VIVID DIGITAL APPS SERVICES, YOU AFFIRM AND WARRANT THAT YOU ARE CURRENTLY OVER THE AGE OF EIGHTEEN (18) YEARS (TWENTY-ONE (21) YEARS IN PLACES WHERE EIGHTEEN (18) YEARS IS NOT THE AGE OF MAJORITY) AND ELIGIBLE TO VIEW, POSSESS OR OTHERWISE USE THE VIVID DIGITAL APPS APPLICATION OR ANY SERVICES AFFILIATED WITH OR ASSOCIATED WITH THE VIVID DIGITAL APPS APPLICATION. YOU FURTHER AFFIRM AND WARRANT THAT YOU ARE CAPABLE OF LAWFULLY ENTERING INTO AND PERFORMING ALL THE OBLIGATIONS SET FORTH IN THIS AGREEMENT.
3. PROPRIETARY RIGHTS
The Vivid Digital Apps Application, content, visual interfaces, information, graphics, design, compilation, computer code, products, software, services, including but not limited to the mobile device applications, and all other elements of the Vivid Digital Apps Services (collectively, the “Materials”) are protected by copyrights, trademarks, service marks, patents, intellectual property and other proprietary rights and laws. All Materials contained in the Vivid Digital Apps Services are the property of Vivid Digital Apps or its subsidiaries or affiliated companies and/ or third-party licensors. All trademarks, service marks, and trade names displayed on the Vivid Digital Apps Services are proprietary to Vivid Digital Apps or its affiliates and/or third-party licensors. Except as expressly authorized by Vivid Digital Apps, you agree not to modify, sell, license, distribute, copy, publicly perform or display, transmit, publish or create derivative works based on the Materials in whole or in part.
5. PROHIBITED CONDUCT & USES
YOU HEREBY AGREE THAT YOU WILL NOT:
(a) use the Vivid Digital Apps Services or any location
information displayed within the Vivid Digital Apps Services to
“stalk”, harass, abuse, defame, threaten or defraud other Users,
or collect, attempt to collect, or store location or personal
information about other;
(b) include offensive or pornographic materials in your personal profile page;
(c) use the Vivid Digital Apps Services for any commercial or non-private use;
(d) use the Vivid Digital Apps Services for any illegal purpose, or in violation of any local or international law, including, without limitation, laws governing intellectual property and other proprietary rights, data protection and privacy, and import or export control;
(e) impersonate any person or entity, falsely claim an affiliation with any person or entity, or access the Vivid Digital Apps Services accounts of other Users;
(f) make unsolicited offers, advertisements, proposals, or send junk mail, to other Users of the Vivid Digital Apps Services. This includes, but is not limited to, unsolicited advertising, promotional materials or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, and petitions for signatures;
(g) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Vivid Digital Apps Services, features that prevent or restrict use or copying of any content accessible through the Vivid Digital Apps Services, or features that enforce limitations on use of the Vivid Digital Apps Services;
(h) intentionally interfere with or damage operation of the Vivid Digital Apps Services or any user’s enjoyment of them, by any means, including uploading or otherwise disseminating viruses, worms, or other malicious code;
(i) post, store, send, transmit, or disseminate any information or material which a reasonable person could deem to be objectionable, libelous, offensive, indecent, pornographic, harassing, threatening, embarrassing, distressing, vulgar, hateful, racially or ethnically offensive, or otherwise inappropriate, regardless of whether this material or its dissemination is unlawful;
(j) post, store, send, transmit, or disseminate any information or material which infringes any patents, trademarks, trade secrets, copyrights, or any other proprietary or intellectual property rights;
(k) use the Vivid Digital Apps Services with any products, systems, or applications installed or otherwise connected to or in communication with vehicles, or otherwise capable of vehicle navigation, positioning, dispatch, real time route guidance, fleet management, or similar applications;
(l) use the Vivid Digital Apps Services in connection with hazardous environments requiring fail-safe performance or any application in which the failure or inaccuracy of that application or the Vivid Digital Apps Services could lead directly to death, personal injury, or severe physical or property damage;
(m) attempt to gain unauthorized access to the Vivid Digital Apps Services, or any part of it, other accounts, computer systems or networks connected to the Vivid Digital Apps Services, or any part of it, through hacking, password mining or any other means or interfere or attempt to interfere with the proper working of the Vivid Digital Apps Services or any activities conducted on the Vivid Digital Apps Services; and
(n) use any robot, spider, scraper or other automated means to access the Vivid Digital Apps Services for any purpose without our express written permission or bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Vivid Digital Apps Services or modify the Vivid Digital Apps Services in any manner or form, nor to use modified versions of the Vivid Digital Apps Services, including (without limitation) for the purpose of obtaining unauthorized access to the Vivid Digital Apps Services.
6. SUSPENSION OF SERVICE
(a) VIVID DIGITAL APPS RESERVES THE RIGHT TO MONITOR OUR SYSTEMS
OF ANY USER'S REGISTRATION, INVITE-A-FRIEND ATTEMPTS, USER'S USE
OF OR ACCESS TO THE LOCATION INFORMATION AND PROFILES OF OTHER
(b) VIVID DIGITAL APPS RESERVES THE RIGHT TO DISABLE ANY USER'S USE OF OR ACCESS TO THE VIVID DIGITAL APPS SERVICES AND THE LOCATION INFORMATION OR PROFILES OF OTHER USERS, FOR ANY REASON AND WITHOUT ANY NOTICE.
7. USER SUBMISSIONS
(a) The Vivid Digital Apps Services allow the submission of content and materials (such as pictures, reviews, ratings, ideas, notes, concepts, or creative suggestions) by you and other Users ("User Submissions"), and the hosting, sharing and/or publishing of such User Submissions. You shall be solely responsible for your own User Submissions and the consequences of posting or publishing them. In connection with User Submissions, you affirm that:
(1) you own, or have the necessary licenses, rights, consents, and permissions to use, and authorize Vivid Digital Apps to use, all intellectual property and any other proprietary rights in and to any and all User Submissions to enable inclusion and use of the User Submissions in the manner contemplated by the Vivid Digital Apps Services and this Agreement; and
(2) you have the written consent, release, and/or permission of each and every identifiable individual person in the User Submission to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the User Submissions in the manner contemplated by the Vivid Digital Apps Services and this Agreement. For clarity, you shall retain all of your ownership rights in your User Submissions.
(b) You understand that when using the Vivid Digital Apps
Services, you will be exposed to User Submissions from a variety
of sources, and that Vivid Digital Apps is not responsible for the
accuracy, usefulness, safety, or intellectual property rights of
or relating to such User Submissions. You further understand and
acknowledge that you may be exposed to User Submissions that are
inaccurate, offensive, indecent or objectionable, and you agree to
waive, and hereby do waive, any legal or equitable rights or
remedies you have or may have against Vivid Digital Apps with
(c) Vivid Digital Apps assumes no responsibility whatsoever in connection with or arising from User Submissions. Vivid Digital Apps assumes no responsibility for actively monitoring User Submissions for inappropriate content. If at any time Vivid Digital Apps chooses, in its sole discretion, to monitor User Submissions, Vivid Digital Apps nonetheless assumes no responsibility for the content of the User Submissions, no obligation to modify or remove any inappropriate User Submissions, and no responsibility for the conduct of the User submitting User Submissions. Further, Vivid Digital Apps does not endorse and has no control over the content of User Submissions submitted by other Users. Vivid Digital Apps makes no warranties, express or implied, as to the content of User Submissions or the accuracy and reliability of any User Submissions. Nonetheless, Vivid Digital Apps reserves the right to prevent you from submitting User Submissions and to edit, restrict or remove User Submissions for any reason at any time.
(d) User Submissions are jointly owned by the user who submitted them and Vivid Digital Apps. User Submissions can not be shared, displayed or duplicated by any other party other than the submitted user. No third party is permitted to use these User Submissions without the written consent of both the user and Vivid Digital Apps.
8. END USER LICENSES
(a) LICENSE GRANT, RESTRICTIONS AND UPGRADES. To use the Vivid Digital Apps Application you must have a mobile device that is compatible with the Vivid Digital Apps Services. Vivid Digital Apps does not warrant that the Vivid Digital Apps Services will be compatible with your mobile device, Tablet or Ipad.
(1) License Grant. Vivid Digital Apps hereby grants you a non-exclusive, non-transferable, revocable license to use a compiled code copy of the Vivid Digital Apps Application as follows: You may use the Vivid Digital Apps Application for one Vivid Digital Apps Services subscription account on multiple mobile devices owned or leased solely by you, for your personal use.
(2) Restrictions. You may not: (i) modify, disassemble, decompile or reverse engineer the Vivid Digital Apps Application, except to the extent that such restriction is expressly prohibited by United States law; (ii) rent, lease, loan, resell, sub-license, distribute or otherwise transfer the Vivid Digital Apps Application to any third party or use the Vivid Digital Apps Application to provide time sharing or similar services for any third party; (iii) make any copies of the Vivid Digital Apps Application; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Vivid Digital Apps Application, features that prevent or restrict use or copying of any content accessible through the Vivid Digital Apps Application, or features that enforce limitations on use of the Vivid Digital Apps Application; or (v) delete the copyright and other proprietary rights notices on the Vivid Digital Apps Application.
(3) Software Upgrades. You acknowledge that Vivid Digital Apps may from time to time issue upgraded versions of the Vivid Digital Apps Application, and may automatically electronically upgrade the version of the Vivid Digital Apps Application that you are using on your mobile device. You consent to such automatic upgrading on your mobile device, and agree that the terms and conditions of this Agreement will apply to all such upgrades.
(4) Open Source. With respect to any open source or third-party code that may be incorporated in the Vivid Digital Apps Application, such open source code is covered by the applicable open source or third-party license EULA, if any, authorizing use of such code.
(5) Rights Reserved. The foregoing license grant under this Agreement is not a sale of the Vivid Digital Apps Application or any copy thereof and Vivid Digital Apps or its third-party partners or suppliers retain all right, title, and interest in the Vivid Digital Apps Application (and any copy thereof). Any attempt by you to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in this Agreement, is void. Vivid Digital Apps reserves all rights not expressly granted under this Agreement.
(6) Trademarks, Service Marks and Logos. The name of this Web Site is a service mark of Vivid Digital Apps. No use of this mark shall be permitted except through the prior written authorization and permission of Vivid Digital Apps. All rights reserved.
(b) EXPORT CONTROL. The Vivid Digital Apps Application may be subject to the import and export laws of the United States and other countries. You agree to comply with all United States and foreign laws related to use of the Vivid Digital Apps Application and the Vivid Digital Apps Services.
9. THIRD-PARTY SITES, PRODUCTS AND SERVICES; LINKS
(a) The Vivid Digital Apps Services may include links to other
web sites or services solely as a convenience to Users. Vivid
Digital Apps does not endorse any such linked sites or the
information, material, products or services contained on other
linked sites or accessible through other linked sites.
Furthermore, Vivid Digital Apps makes no express or implied
warranties with regard to the information, material, products or
services that are contained on or accessible through linked sites.
Access and use of linked sites, including information, material,
products and services on linked sites or available through linked
sites is solely at your own risk.
(b) Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Vivid Digital Apps Services are solely between you and such advertiser. You agree that Vivid Digital Apps shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the Vivid Digital Apps Services.
(c) Parties other than Vivid Digital Apps may provide services or sell products via the Vivid Digital Apps Services. We are not responsible for examining or evaluating, and we do not warrant the offerings of, any of these businesses or the content of their product and service offerings. Vivid Digital Apps does not assume any responsibility or liability for the actions, product, and content of all these and any other third parties. You should carefully review their privacy statements and other terms and conditions of use.
You agree that Vivid Digital Apps may terminate any account or subscription (or any part thereof) you have with the Vivid Digital Apps Services or use of the Vivid Digital Apps Services and remove and discard all or any part of your account or any User Submission, at any time. You agree that any termination of your access to the Vivid Digital Apps Services or any account you may have or portion thereof may be effected without prior notice, and you agree that Vivid Digital Apps will not be liable to you or any third-party for any such termination. Vivid Digital Apps does not permit copyright infringing activities on the Vivid Digital Apps Services, and reserves the right to terminate access to the Vivid Digital Apps Services, and remove all content submitted, by any persons who are found to be repeat infringes. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of the Services may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies Vivid Digital Apps may have at law or in equity.
(a) THE VIVID DIGITAL APPS SERVICES AND ANY THIRD-PARTY
SOFTWARE, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION
WITH OR THROUGH THE VIVID DIGITAL APPS SERVICES ARE PROVIDED "AS
IS" AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED.
VIVID DIGITAL APPS, AND ITS SUPPLIERS AND PARTNERS, DISCLAIM ALL
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO,
IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS.
(b) VIVID DIGITAL APPS AND ITS SUPPLIERS AND PARTNERS DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE VIVID DIGITAL APPS SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE VIVID DIGITAL APPS SERVICES OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
(c) VIVID DIGITAL APPS, AND ITS SUPPLIERS AND PARTNERS (INCLUDING WITHOUT LIMITATION VIVID DIGITAL APPS’S THIRD-PARTY WIRELESS CARRIER PARTNERS) DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF ANY LOCATION INFORMATION OR THE VIVID DIGITAL APPS SERVICES IN TERMS OF SECURITY, SAFETY, CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU (AND NOT VIVID DIGITAL APPS OR ITS SUPPLIERS OR PARTNERS) ASSUME THE ENTIRE COST OF ANY NECESSARY SERVICING, REPAIR, OR CORRECTION RELATED TO THE VIVID DIGITAL APPS SERVICES. YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN MATERIAL OR DATA THROUGH THE USE OF THE VIVID DIGITAL APP'S SERVICES AT YOUR OWN DISCRETION AND RISK.
You agree to indemnify and hold Vivid Digital Apps, its affiliated companies, officers, directors, employees, suppliers, agents, and partners harmless from and against any claims, suits, actions, losses, costs, damages, and any other liabilities, including legal fees, arising out of or related to
(a) your use or misuse of any location information or the Vivid Digital Apps Services generally,
(b) any violation of the rights of any other person or entity by you,
(c) any breach or violation by you of this Agreement, or
(d) your use the Vivid Digital Apps Services to meet another User in-person or to locate and attend any offline place or event. Vivid Digital Apps 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. Vivid Digital Apps will provide prompt notice of any such claim, suit or proceedings to you.
13. LIMITATION OF LIABILITY
(a) YOU ACKNOWLEDGE AND AGREE THAT UNDER NO CIRCUMSTANCES, INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, WILL VIVID DIGITAL APPS OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, DIRECTORS OR THIRD-PARTY PARTNERS OR SUPPLIERS BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, RELIANCE, CONSEQUENTIAL, OR EXEMPLARY DAMAGES RELATED TO OR RESULTING FROM:
(1) THE USE, DISCLOSURE, DISPLAY, OR MAINTENANCE OF YOUR LOCATION INFORMATION;
(2) YOUR USE OR INABILITY TO USE THE VIVID DIGITAL APPS SERVICES;
(3) THE VIVID DIGITAL APPS SERVICES GENERALLY OR THE VIVID DIGITAL APPS APPLICATION OR SYSTEMS THAT MAKE THE VIVID DIGITAL APPS SERVICES AVAILABLE; OR
(4) ANY OTHER INTERACTIONS WITH VIVID DIGITAL APPS OR ANY OTHER USER OF THE VIVID DIGITAL APPS SERVICES, EVEN IF VIVID DIGITAL APPS OR A VIVID DIGITAL APPS AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS PROVISION WILL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT AND WILL APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
(b) IN NO CIRCUMSTANCES SHALL VIVID DIGITAL APP’S (OR ITS
AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, DIRECTORS, SUPPLIERS,
OR THIRD-PARTY PARTNERS) TOTAL LIABILITY TO YOU FOR ALL DAMAGES,
LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR YOUR USE OF THE VIVID DIGITAL APPS SERVICES (WHETHER
IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE),
WARRANTY, OR OTHERWISE EXCEED THE AMOUNTS PAID BY YOU FOR
ACCESSING THE VIVID DIGITAL APPS SERVICES DURING THE TWELVE (12)
MONTHS IMMEDIATELY PRECEDING THE DATE OF YOUR CLAIM OR ONE
THOUSAND DOLLARS, WHICHEVER IS GREATER.
(c) THE LIMITATIONS OF LIABILITY SET FORTH IN THIS PROVISION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF ANY SERVICES SOLD OR PROVIDED BY THIRD PARTIES OTHER THAN VIVID DIGITAL APPS AND RECEIVED THROUGH OR ADVERTISED ON THE VIVID DIGITAL APPS SERVICES OR RECEIVED THROUGH ANY LINKS PROVIDED ON THE VIVID DIGITAL APPS SERVICES.
(d) APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, YOU AGREE THAT VIVID DIGITAL APP’S LIABILITY WILL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
14. GOVERNING LAW AND JURISDICTION
(a) The terms and conditions as set out herein and any dispute
or matter arising from or incidental to the use of the Vivid
Digital Apps Services shall be governed by and construed in
accordance with the laws of the United States, without regard to
any conflicts of laws principles. Both you and Vivid Digital Apps
shall submit to the exclusive jurisdiction of the courts in the
(b) Any dispute or claim between you and Vivid Digital Apps regarding the Vivid Digital Apps Services must be settled by arbitration utilizing the dispute resolution procedures of the United States Courts.
15. VIVID DIGITAL APP'S NEWSLETTER
By registering to Vivid Digital Apps you provide us your consent for the purpose of allowing us to send free newsletters, surveys, offers, and other promotional materials related to Vivid Digital Apps and/or the Vivid Digital Apps Services, as well as targeted offers from third parties. You can stop receiving promotional emails by following the unsubscribe instructions in e-mails that you receive. If you decide not to receive promotional emails, we may still send you service related communications, and our applications may deliver notifications directly to your mobile device.
16. IN APP MESSAGES
By registering to Vivid Digital Apps’s services you provide your consent to receive in ‘app messages’ that will include surveys, offers, and other promotional materials related to Vivid Digital Apps and/or the Vivid Digital Apps Services, as well as targeted offers from third parties. You can opt out from the service by deleting Vivid Digital App’s app.
17. DELETION OF PERSONAL DATA
(a) SEVERABILITY. If any provision or any part of a provision of
this Agreement shall be invalid or unenforceable, then that
provision shall be deemed severable from this Agreement and shall
not affect the validity and enforceability of any remaining
(b) WAIVER. A provision of this Agreement may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure of any party at any time to require performance of any provision of this Agreement shall in no manner affect such party's right at a later time to enforce the same. A waiver of any breach of any provision of this Agreement shall not be construed as a continuing waiver of other breaches of the same or other provisions of this Agreement.
(c) NOTICES. Vivid Digital Apps may provide you with notices, including those regarding changes to this Agreement, by email, regular mail or postings on the Vivid Digital Apps Services.
(d) ASSIGNMENT. This Agreement and related Guidelines, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned or transferred by Vivid Digital Apps without restriction.
(e) SURVIVAL. Any and all provisions related to or regarding limitation of liability, disclaimers, and indemnification and, specifically, provisions 1, 4, 5, 6, 7, and 11 through 14 and the Exhibits of this Agreement hereby survive any termination of this Agreement or any termination of your use of or subscription to the Vivid Digital Apps Services.
(f) HEADINGS; ENTIRE AGREEMENT. The heading references herein are for convenience purposes only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof. This is the entire agreement between the parties with respect to the subject matter herein and shall not be modified except in writing, signed by both parties, or by a change to this Agreement or Guidelines made by Vivid Digital Apps as set forth in provision 3 above.
(g) CLAIMS. YOU AND VIVID DIGITAL APPS AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE VIVID DIGITAL APPS SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
(h) DISCLOSURES. The services here under are offered by Vivid Digital Apps, LLC of United States