The domain name, Website and the Apps are owned, registered and operated by Wavelength Educom Private Limited, a private company incorporated under the (Indian) Companies Act, 2013, and having its registered office at 401, Professional Plaza, 17 Punit Nagar, Near Malhar Point, Old Padra Road, Vadodara, Gujarat, India, 390015 (hereinafter referred to as “The Vivitsu” or “ us” or “we” or “our” or “Company”).
These Terms and Conditions apply to all Users of the The Vivitsu Platform, including educators who are also contributors of User Content on the The Vivitsu Platform. The The Vivitsu Platform includes all aspects of the Website and Apps which includes but is not limited to products, software and service offered via the The Vivitsu Platform, such as the The Vivitsu online platform, The Vivitsu Plus – Subscription, The Vivitsu Bytes and any other service or application that The Vivitsu introduces from time to time.
The Vivitsu Platform is an online platform that supports and facilitates the online creation of educational videos/or tutorials, by the Users of the The Vivitsu Platform and acts as an intermediary between the educator and the User. A User may create a video, audio clip or tutorial, by using the The Vivitsu Platform. Such content uploaded through the use of the The Vivitsu Platform shall hereinafter be referred to as “User Content”. You agree and acknowledge that The Vivitsu has no control over and assumes no responsibility for, the User Content and by using the The Vivitsu Platform, you expressly relieve The Vivitsu from any and all liability arising from the User Content.
You agree and acknowledge that The Vivitsu shall have the right at any time to change or discontinue any aspect or feature of the The Vivitsu Platform, including, but not limited to, the User Content, hours of availability and equipment needed for access or use. Further, The Vivitsu may discontinue disseminating any portion of information or category of information may change or eliminate any transmission method and may change transmission speeds or other signal characteristics. The Vivitsu reserves the right to refuse access to the The Vivitsu Platform, terminate Accounts, remove or edit contents without any notice to You.
In order to access some of the features of the The Vivitsu Platform, you may have to create your account with The Vivitsu. You agree and confirm that you will never use another User’s account nor provide access to your account to any third-party. When creating your account, you confirm that the information so provided is accurate and complete. Further, you agree that you are solely responsible for the activities that occur on your account, and you shall keep your account password secure and not share the same with anyone. You must notify The Vivitsu immediately of any breach of security or unauthorized use of your account. At no point in time will The Vivitsu be liable for any losses caused by any unauthorized use of your account, you shall solely be liable for the losses caused to The Vivitsu or others due to such unauthorized use, if any. The Vivitsu takes no responsibility for any User Content that is uploaded on the The Vivitsu Platform, and further, the User shall be solely responsible for his or her own actions in utilizingt5r4fu such User Content and availing the The Vivitsu Platform provided herein.
The Vivitsu hereby grants you permission to access and use the The Vivitsu Platform as set forth in these Terms and Conditions, provided that:
You agree not to distribute in any medium any part of the The Vivitsu Platform or the content without The Vivitsu’s prior written authorization.
You agree not to alter or modify any part of the The Vivitsu Platform.
You agree not to access content of any other User through any technology or means other than the video playback pages of the The Vivitsu Platform itself.
You agree not to use the The Vivitsu Platform for any of the following commercial uses unless you obtain The Vivitsu’s prior written approval: the sale of access to the The Vivitsu Platform; the sale of advertising, sponsorships, or promotions placed on or within the The Vivitsu Platform or content; or the sale of advertising, sponsorships, or promotions on any page or website that provide similar The Vivitsu Platform as that of The Vivitsu.
You agree to receive installs and updates from time to time from The Vivitsu. These updates are designed to improve, enhance and further develop the The Vivitsu Platform and may take the form of bug fixes, enhanced functions, new software modules and completely new versions. You agree to receive such updates (and permit The Vivitsu to deliver these to you) as part of your use of the The Vivitsu Platform.
You agree not to use or launch any automated system, including without limitation, “robots,” “spiders,” or “offline readers,” that accesses the The Vivitsu Platform in a manner that sends more request messages to The Vivitsu’s servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser. Notwithstanding the foregoing, The Vivitsu grants the operators of public search engines permission to use spiders to copy materials from the site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials. The Vivitsu reserves the right to revoke these exceptions either generally or in specific cases at any time with or without providing any notice in this regard. You agree not to collect or harvest any personally identifiable information, including account names, from the The Vivitsu Platform, nor to use the communication systems provided by the The Vivitsu Platform (e.g., comments, email) for any commercial solicitation purposes. You agree not to solicit, for commercial purposes, any Users of the The Vivitsu Platform with respect to User Content.
You may post reviews, comments and other content; send other communications; and submit suggestions, ideas, comments, questions or other information as long as the content is not illegal, obscene, threatening, defamatory, invasive of privacy, infringement of intellectual property rights, or otherwise injurious to third parties or objectionable and does not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings or any other form of spam. Further, you give The Vivitsu limited, royalty free, worldwide, non-exclusive license to use the User Content and communication in developing its The Vivitsu Platform and in any of its marketing or promotional activities.
In your use of the The Vivitsu Platform, you will at all times comply with all applicable laws and regulations.
The Vivitsu reserves the right to discontinue any aspect of the The Vivitsu Platform at any time with or without notice at its sole discretion.
As an The Vivitsu User, you may submit User Content on the The Vivitsu Platform, including videos and User comments. You understand that The Vivitsu does not guarantee any confidentiality with respect to any User Content you submit.
You shall be solely responsible for your own User Content and the consequences of submitting and publishing such User Content on the The Vivitsu Platform. You affirm, represent, and warrant that you own or have the necessary licenses, rights, consents, and permissions to publish the User Content that you submit; and you grant limited license to The Vivitsu to all patent, trademark, trade secret, copyright or other proprietary rights in and to such User Content for publication on the The Vivitsu Platform pursuant to these Terms and Conditions for the duration the said User Content is available on The Vivitsu Platform.
For clarity, you retain your ownership rights in your User Content. However, by submitting User Content to The Vivitsu, you hereby grant The Vivitsu a limited, worldwide, non-exclusive, royalty-free, sub-licenseable and transferable license to use, reproduce, distribute, display, publish, make available online or electronically transmit, the User Content in connection with the The Vivitsu Platform and The Vivitsu’s (and its successors’ and affiliates’) business, including without limitation for promoting and redistributing part or all of the The Vivitsu Platform in any media formats and through any media channels. You also hereby grant each User of the The Vivitsu Platform a limited, non-exclusive license to access your User Content through the The Vivitsu Platform. The above licenses granted by you in the User Content you submit to the The Vivitsu Platform terminate within a commercially reasonable time after you request The Vivitsu to remove or delete your videos from the The Vivitsu Platform provided you pay the mutually agreed amount that The Vivitsu incurred in providing the The Vivitsu Platform to you. You understand and agree, however, that The Vivitsu may retain, but not display, distribute, or perform, server copies of your videos that have been removed or deleted. The above licenses granted by you in User comments and testimonial you submit are perpetual and irrevocable.
You further agree that User Content you submit on the The Vivitsu Platform will not contain third party copyrighted material, or material that is subject to other third party proprietary rights, unless you have permission from the rightful owner of the material or you are otherwise legally entitled to post the material and to grant The Vivitsu all of the license rights granted herein. Furthermore, you confirm that the User Content uploaded by you is not: 1. False, inaccurate or misleading; 2. Infringe any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; 3. Violate any law, statue, ordinance or regulation; 4. defamatory, unlawfully threatening or unlawfully harassing; 5. obscene or contain pornography. 6. Contain any viruses, trojan horses, worms, cancelbots or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.
You understand and confirm that you shall not during your use of the The Vivitsu Platforms at any time post or publish any content, comments or act in any way which will amount to harassment of any other User, whether a learner or an educator. If at any given point it comes to the notice of The Vivitsu that you are engaged in any kind of harassment of other Users, then in such a case you agree that The Vivitsu shall have the sole right to suspend/terminate your account with immediate effect and without any notice of such suspension or termination and we also reserve the right in our sole discretion to initiate any legal proceedings against you in such cases.
The Vivitsu at its sole discretion may process any audio or audio-visual content uploaded by you to the The Vivitsu Platform to confirm if the same is in accordance with the The Vivitsu internal quality requirements and is compatible with the The Vivitsu Platform.
The Vivitsu does not endorse any User Content submitted on the The Vivitsu Platform by any User or other licensor, or any opinion, recommendation, or advice expressed therein, and The Vivitsu expressly disclaims any and all liability in connection with User Content. The Vivitsu does not permit copyright infringing activities and infringement of intellectual property rights on the The Vivitsu Platform, and The Vivitsu will remove all User Content if properly notified that such Content infringes on another’s intellectual property rights. The Vivitsu reserves the right to remove User Content without prior notice if it has reason to believe that the User Content infringes any copyright.
The The Vivitsu Platform, the processes, and their selection and arrangement, including but not limited to all text, graphics, User interfaces, visual interfaces, sounds and music (if any), artwork and computer code on the The Vivitsu Platform is owned and controlled by The Vivitsu and the design, structure, selection, coordination, expression, look and feel and arrangement of such content mentioned hereinabove is protected by copyright, patent and trademark laws, and various other national and international IPR laws and regulations. For clarity, content in the above sentence shall not include User Content. Unless otherwise indicated or anything contained to the contrary, or any proprietary material owned by a third-party and so expressly mentioned, The Vivitsu owns all IPR to and into the trademark “The Vivitsu”, “The Vivitsu PLUS” and the The Vivitsu Platform. The mark “ The Vivitsu” is the sole property of The Vivitsu. Reproduction in whole or in part of the same is strictly prohibited unless used with an express written permission from The Vivitsu.
All payments are final and no refunds will be issued. In case of any complaint please contact Customer Service at firstname.lastname@example.org
The Vivitsu will terminate a User’s access to the The Vivitsu Platform, if The User is a repeat copyright infringer; The Users breaches any terms of these Terms and Conditions. Violation of any applicable laws; Your use of the The Vivitsu Platform disrupts our business operations or affects any other party/ User; or You have behaved in a way, which objectively could be regarded as inappropriate or unlawful or illegal or which would bring any claims against The Vivitsu. The Vivitsu reserves the right to decide whether User Content violates these Terms and Conditions for reasons other than copyright infringement, such as, but not limited to, pornography, obscenity, or excessive length or any other parameter that The Vivitsu deems fit from time to time. The Vivitsu may at any time, without prior notice and in its sole discretion, remove such User Content and/or terminate a User’s account for submitting such material in violation of these Terms and Conditions. We may suspend access to the The Vivitsu Platforms or require You to change Your password if we reasonably believe that the The Vivitsu Platforms have been or are likely to be misused, and we will notify You accordingly. Any termination of Your registration and/or Account or the The Vivitsu Platforms will not affect liability previously incurred by You.
In case any of the above-mentioned cases occur, The Vivitsu reserves the right, in its sole discretion, to terminate or suspend the User’s account with immediate effect. Upon suspension or termination of the User’s account: The Vivitsu shall at its sole discretion withhold or stop any and all payments that are to be made to such User and evaluate the pay-outs. Payments shall only be made for all legitimate work that is not subject matter of any violation or dispute. Payments shall not be made for the work that is the subject matter of any of the breaches. User access shall be terminated immediately, and the User shall not be able to access the said terminated account:
The Vivitsu shall at its sole discretion withhold or stop any and all payments that are to be made to such User and evaluate the pay-outs. Payments shall only be made for all legitimate work that is not subject matter of any violation or dispute.
Payments shall not be made for the work that is the subject matter of any of the breaches.
User access shall be terminated immediately, and the User shall not be able to access the said terminated account.
The Vivitsu operates a clear copyright policy in relation to any User Content alleged to infringe the copyright of a third party.
As part of The Vivitsu’s copyright policy, The Vivitsu will terminate User access to the The Vivitsu Platform if a User has been determined to be a repeat infringer. A repeat infringer is a User who has been notified of infringing activity more than twice.
If you believe that your work has been copied in a way that constitutes copyright infringement, please refer to the instructions given in the copyright policy on how to make a claim of copyright infringement.
Notice of Copyright Infringement:
Pursuant to provisions of the Indian Copyright Act, 1952 read with the Information Technology Act of 2000, we an intermediary, allow general public to post content on our platform. We have implemented procedures for receiving written notification of claimed infringements on the User Content uploaded on The Vivitsu Platform. We have also designated an agent to receive notices of claimed copyright infringement. If you believe in good faith that your copyright has been infringed, you may provide us with a written communication which contains:
An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
A description of the copyrighted work that you claim has been infringed upon;
A description of where the material that you claim is infringing is located on the The Vivitsu Platform, including the educator name, topic and any other detail identifying the infringing content;
Your email address, your physical address and telephone number;
A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
A statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
Please submit your notice to our Copyright Agent as follows: Email us at email@example.com Or contact us by mail at: The Vivitsu ATTN: Grievance Officer – Ms. Khushi Shah / Mr. Hem Doshi (CC: Legal Department) Wavelength Educom Private Limited 401, Professional Plaza, 17 Punit Nagar, Near Malhar Point Old Padra Road Vadodara- 390015 1. Our policy to deal with Copyright infringements: We follow a 3-strike policy- Three instances brought to our notice that are provided with all required supporting information will lead to the educator getting banned from the The Vivitsu Platform. His/her right to any and all compensation or monetary benefit that he/she might be eligible for shall be revoked. The detailed process is as under:
First case of violation- The infringing User Content is taken down and educator is given a warning and is suspended for a week from making any new courses.
Second case of violation- The educator is suspended from making any more videos on the The Vivitsu Platform for a month and all User Content that amount to copyright violations are brought down immediately.
Third violation- The educator is banned from the The Vivitsu Platform and will be unable to make any more courses in the future.
You will not without obtaining prior written consent of The Vivitsu, disclose to third party any Confidential Information (as defined below) that is disclosed to you during the term of your use of the The Vivitsu Platform.
For the purpose of this clause Confidential Information shall include but shall not be limited to employee details, User list, business model, processes, ideas, concepts etc. relating to The Vivitsu or The Vivitsu Platform which are not available in the public domain. You acknowledge and agree that the Confidential Information so provided to you shall at all time be the property of The Vivitsu and any breach of the same shall cause irreparable damage to us.
YOU AGREE THAT YOUR USE OF THE The Vivitsu PLATFORM SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, The Vivitsu, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS EXCLUDE ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE The Vivitsu PLATFORM AND YOUR USE THEREOF. TO THE FULLEST EXTENT PERMITTED BY LAW, The Vivitsu EXCLUDES ALL WARRANTIES, CONDITIONS, TERMS OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE USER CONTENT OR THE CONTENT OF ANY SITES SO LINKED AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF USER CONTENT OR ANY CONTENT ON The Vivitsu, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE The Vivitsu PLATFORM, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE The Vivitsu PLATFORM, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE The Vivitsu PLATFORM BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY USER CONTENT OR ANY OTHER CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY USER CONTENT OR ANY OTHER CONTENT THAT IS POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE The Vivitsu PLATFORM. The Vivitsu DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY USER CONTENT OR The Vivitsu PLATFORM ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE The Vivitsu PLATFORM OR ANY HYPERLINKED SERVICES OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND The Vivitsu WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF USER CONTENT OR SERVICES. AS WITH THE PURCHASE OF A SUBSCRIPTION OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL The Vivitsu, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, LOSSES OR EXPENSES OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF USER CONTENT OR ANY OTHER CONTENT AVAILABLE AT The Vivitsu, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR The Vivitsu PLATFORMS, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE The Vivitsu PLATFORM, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR The Vivitsu PLATFORMS BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY USER CONTENT OR ANY OTHER CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE The Vivitsu PLATFORM, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT The Vivitsu IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
WE UNDERSTAND THAT, IN SOME JURISDICTIONS, WARRANTIES, DISCLAIMERS AND CONDITIONS MAY APPLY THAT CANNOT BE LEGALLY EXCLUDED, IF THAT IS TRUE IN YOUR JURISDICTION, THEN TO THE EXTENT PERMITTED BY LAW, The Vivitsu LIMITS ITS LIABILITY FOR ANY CLAIMS UNDER THOSE WARRANTIES OR CONDITIONS TO EITHER SUPPLYING YOU THE The Vivitsu PLATFORMS AGAIN.
YOU SPECIFICALLY ACKNOWLEDGE THAT The Vivitsu SHALL NOT BE LIABLE FOR USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
Vivitsu PLATFORM IS CONTROLLED AND OFFERED BY Vivitsu FROM ITS FACILITIES IN INDIA. Vivitsu MAKES NO REPRESENTATIONS THAT THE The Vivitsu PLATFORM IS APPROPRIATE OR AVAILABLE FOR USE IN OTHER LOCATIONS. THOSE WHO ACCESS OR USE THE The Vivitsu PLATFORM FROM OTHER JURISDICTIONS DO SO AT THEIR OWN VOLITION AND ARE RESPONSIBLE FOR COMPLIANCE WITH LOCAL LAW.
You affirm that you are either more than 18 years of age, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms and Conditions, and to abide by and comply with these Terms and Conditions. If you are under 18 years of age, then please talk to your parents or guardian before using the The Vivitsu Platform.
The Vivitsu reserves the right to refuse access to use the The Vivitsu Platforms to any Users or to suspend and/or terminate access granted to existing registered Users at any time without according any reasons for doing so.
We provide these Terms and Conditions with our The Vivitsu Platform so that you know what terms apply to your use. You acknowledge that we have given you a reasonable opportunity to review these Terms and Conditions and that you have agreed to them. You agree and acknowledge that your use of the The Vivitsu Platform is subject to the most current version of the Terms and Conditions made available on the The Vivitsu Platform at the time of such use.
The Vivitsu shall not be liable for failure to perform, or the delay in performance of, any of its obligations if, and to the extent that, such failure or delay is caused by events substantially beyond the its control, including but not limited to acts of God, acts of the public enemy or governmental body in its sovereign or contractual capacity, war, terrorism, floods, fire, strikes, epidemics, civil unrest or riots, power outage, and/or unusually severe weather.
You are advised not to post any information or messages that are, or that may be construed, as being malicious , defamatory, inappropriate, slanderous, pornographic or otherwise sexually oriented or that makes attacks on or the otherwise opines or comments on any individuals or groups of individuals, educational institutions or any other entities whatsoever (whether companies, firms, or any other institutions). You also agree not to post any information to which you do not have copyrights or other appropriate permissions to post in public forum. Your failure to comply with these terms may result in removal of your postings without prior notice to User. The IP address of all posts is recorded to aid in enforcing these conditions.
Certain laws require to maintain data with respect to the The Vivitsu Platform and other personal information in a prescribed format and The Vivitsu will use all the information to the extent required in compliance with the applicable laws and as may be directed or amended from time to time.
The Terms and Conditions are governed by and constructed in accordance with the laws of India, without reference to conflict of laws principles and you irrevocably and unconditionally submit to the exclusive jurisdiction of the courts located in Vadodara, Gujarat, India.
The Vivitsu may, in its sole discretion, modify or revise these Terms and Conditions and policies at any time, and you agree to be bound by such modifications or revisions. Your continued use of the The Vivitsu Platform post any modification of the Terms and Conditions shall be taken as your consent and acceptance to such modifications. Nothing in these Terms and Conditions shall be deemed to confer any third-party rights or benefits.
If any part of these Terms and Conditions is unlawful, void or unenforceable, that part of will be deemed severable and will not affect the validity and enforceability of any remaining provisions. Any notice required to be given in connection with the The Vivitsu Platform shall be in writing and sent to the registered office of The Vivitsu. We do not guarantee continuous, uninterrupted or secure access to the The Vivitsu Platform, and operation of the The Vivitsu Platform may be interfered by numerous factors outside our control. Headings are for reference purpose only an on no way define, limit, construe or describe the scope or extent of such section. Out failure to act with respect to any breach by you or others does not waive our right to act with respect to subsequent or similar breaches.
Assignment. You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without THE VIVITSU’s prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.
Miscellaneous. You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that THE VIVITSU may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You and THE VIVITSU agree that these Terms are the complete and exclusive statement of the mutual understanding between you and THE VIVITSU, and that it supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms, and that all modifications to these Terms must be in a writing signed by both parties (except as otherwise provided herein). You hereby acknowledge and agree that you are not an employee, agent, partner or joint venture of THE VIVITSU, and you do not have any authority of any kind to bind THE VIVITSU in any respect whatsoever. You and THE VIVITSU agree that there are no third party beneficiaries intended under these Terms.