EFFECTIVE DATE: August 2, 2016

 

  1. PREAMBLE

1.1. The following terms and conditions shall govern your use of my-vivi.com (the “Website”), as well as the performance of any activity, tools, services or transaction enabled or facilitated through the Website (the “Activities” or “Services”), all subject to any specific terms agreed upon in writing between us (together with the terms and conditions hereunder, the “Agreement”).

 

1.2.           By visiting our site and/ or purchasing something from us, you (the “User” or “Users”) engage in our “Service” accept and agree to be bound by the following terms and conditions (“Terms of Service”, “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Service apply to all users of the site, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content.

 

Please read these Terms of Service carefully before accessing or using our website. By accessing or using any part of the site, you agree to be bound by these Terms of Service. If you do not agree to all the terms and conditions of this agreement, then you may not access the website or use any services. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service.

Any new features or tools which are added to our store shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes.

IF YOU DO NOT ACCEPT ANY OF THE TERMS AND CONDITIONS, YOU ARE REQUIRED TO REFRAIN FROM USING THE WEBSITE.

 

1.3.       No part of this Website is intended to constitute a contractual offer capable of acceptance. Your order constitutes a contractual offer and our acceptance of that offer is deemed to occur upon our sending a dispatch email to you indicating that your order has been fulfilled and is on its way to you.

 

1.4.           This Agreement constitutes the entire agreement between you and us, TempraMed Inc. and TempraMed Israel Ltd. (“TempraMed”), with respect to the use of the Website and its services, and shall replace any and all other agreements.

 

  1.       TERMS OF USE

 

2.1           You are granted permission to use the services of the Website and perform Activities subject to your full compliance with the provisions of this Agreement.

 

2.2           You may not use the Website or carry out any Activity if you lack either the legal capacity to do so or any permit or license required for such Activity under Applicable Law.

 

For the purpose of this Agreement, “Applicable Law” shall mean the laws, regulations, orders and guidelines of such countries (i) in which you are registered, domiciled, have a permanent establishment, or are accessing the Website or its services; or (ii) from, in or through which Activities are to be performed or to which they are directed; all to the extent designed to govern your specific use of the Website or your specific Activities.

 

2.3           While using the Website, you may not perform, intentionally or carelessly, any of the following:

 

2.3.1          Browse, surf, process, scan or use the services of the Website via operation of a computer program designed to gather information or perform operations imitating a human user (including, without limitation, Bots or Crawlers).

 

2.3.2          Manipulate the URL of the Website, or otherwise gain access to any internal pages to which TempraMed have not provided you with a direct link (including, without limitation, URL Hacking).

 

2.3.3          Carry out any action which may infringe the copyrights of TempraMed or any other copyright holder.

 

2.3.4          Carry out any action which may infringe any Applicable Law or otherwise offend or harm the public order.

 

2.4           We reserve the right to bar you from using any of the Website services, and suspend or cancel any action carried out on the Website, at our sole decision and for any reason we deem fit, including, for example, due to any suspicion regarding violation of the Agreement or any Applicable Law.

 

2.5        We are not responsible if information made available on this site is not accurate, complete or current. The material on this site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on this site is at your own risk

 

2.6        This site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this site at any time, but we have no obligation to update any information on our site. You agree that it is your responsibility to monitor changes to our site.

 

2.7        In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the site or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses

 

  1.       REGISTRATION TO SERVICES

 

3.1.           At our sole decision, the access to certain Website services may be subject to additional terms and conditions or limited to Users who satisfy and continue to satisfy certain criteria (including geographical location), who have subscribed to the Website (the “Account”), who have provided TempraMed with certain information, certification and details, or who are current in the payment of certain subscription fees.

 

3.2.           For details regarding protection of required information and the way such information is to be used and handled by TempraMed, please refer to the Privacy Policy (the acceptance of which constitutes an integral part of these terms and conditions).

 

3.3.           It is clarified that information submitted by User must not contain partial or inaccurate data – only the full, true and accurate details required.

 

3.4.           If User is required to set or change a password for the Account, and so as to avoid any unauthorized access to the Account as well as any possible damage in the event such password is exposed or unlawfully obtained:

 

3.4.1.          User shall not disclose password to any third party nor shall user present, enter or use this password with respect to any third party service.

 

3.4.2         User shall change password periodically.

 

3.4.3          Password shall not contain, whether in straight forward form or reverse order, any of the following: User’s name; identity, social security, passport or phone number; significant date; or dictionary word.

 

3.5          User shall notify TempraMed immediately of any suspicion regarding unauthorized access to the Website through User’s Account.

 

3.6          Without limiting from TempraMed’s rights under Section ‎2.4, TempraMed reserve the right to suspend any Account and condition access to Account on presentation of proof that these terms and conditions have not been violated.

 

3.7         For the avoidance of doubt, User’s Account, and any privileges granted with respect to such Account, is personal and non-transferrable. User may not assign, transfer or share access to the Account or to any Website services which are subject to additional terms and conditions or which are limited to User’s who have subscribed to the Website.

 

3.8        Though TempraMed maintain reasonable measures to secure and protect account contents and information regarding user’s access to website, TempraMed cannot ensure definite protection from exposure due to malicious acts, and shall not be liable to any damages, whether direct, indirect, incidental or consequential, incurred by user due to any such exposure of account contents or information regarding user’s access.

 

  1.       NEWSLETTER

 

4.1           Via the Website you may subscribe to our electronic newsletter (the “Newsletter”), that will be sent from time to time to the email address supplied by you (the “Email Address”).

 

4.2          By subscribing to the Newsletter, you explicitly allow TempraMed to send via the supplied Email Address advertisements related to products and services offered by TempraMed.

 

4.3          You may unsubscribe from the Newsletter at any time.

 

  1.       PURCHASE OF PRODUCTS AND PRE-ORDERS

 

With respect to purchase of products offered for sale and/or for pre-order on the Website (“Products” or “Goods”), you explicitly acknowledge as follows, waiving and disclaiming any claim to the contrary –

 

5.1    If Goods are being ordered from outside TempraMed’s country of residence, import duties and taxes may be incurred once your Goods reach their destination. TempraMed is not responsible for these charges and we undertake to make no calculations or estimates in this regard. If you are buying internationally, you are advised to contact your local customs authorities for further details on costs and procedures. As the purchaser of the Goods, you will also be the importer of record and as such should ensure that your purchase is in full compliance with the laws of the country into which the Goods are being imported. Please be aware that Goods may be inspected on arrival at port for customs purposes and TempraMed cannot guarantee that the packaging of your Goods will be free of signs of tampering

 

5.2        Whilst every effort has been made to ensure that all graphical representations and descriptions of Goods available from TempraMed correspond to the actual Goods, TempraMed is not responsible for any variations from these descriptions. This does not exclude our liability for mistakes due to negligence on our part and refers only to variations of the correct Goods, not different Goods altogether. Please refer to Clause 5.10 for incorrect Goods

 

5.3        Where appropriate, you may be required to select the required model of the Goods that you are purchasing

 

5.4        TempraMed does not represent or warrant that such Goods will be available. Stock indications are note provided on the Website

 

5.5        All descriptions of products or product pricing or special offers are subject to change at any time without notice at TempraMed’ sole discretion. We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Service.

5.6        In the event that prices are changed during the period between an order being placed for Goods and TempraMed processing that order and taking payment, you will be contacted prior to your order being processed with details of the new price.

5.7        All prices on the Website do not include VAT.

 

5.8        TempraMed will notify you by way of email when your goods are to be dispatched to you. The message will contain details of estimated delivery times in addition to any reasons for a delay in the delivery of the Goods purchased by you.

5.9        If TempraMed receives no communication from you, within thirty days of delivery, regarding any problems with the Goods, you are deemed to have received the Goods in full working order and with no problems.

5.10      We do not warrant that the quality of any products, services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Service will be corrected. If you receive Goods which do not match those that you ordered, unless accompanied by an explanatory note detailing the changes, stating reasons for the changes and setting out your options, you should contact us within 10 days to arrange collection and return. TempraMed is not responsible for paying shipment costs. You will be given the option to have the Goods replaced with those ordered (if available) or to be refunded through the payment method used by you when purchasing the Goods. Refunds and replacements will be issued upon our receipt of the returned Goods.

5.11           TempraMed’s Refund and Return Policy, located at the User Manual, shall apply to any Products purchased through the Website.

 

5.12      TempraMed reserves the right to cancel purchases without stating reasons, for any reason prior to processing payment and dispatch.

5.13      If Pre-Orders are cancelled due to unavailability of product at the estimated availability time provided when pre-order was made plus 60 days, you may cancel your pre-order by sending us notice of pre-order cancellation and you will be refunded any monies paid in relation to those pre-orders.

 

5.14           TempraMed’s sole warranty with respect to Products shall be in accordance with the Product Warranty located at User Manual.

 

5.15           Products are purchased strictly for personal, non-commercial use.

 

5.16      We reserve the right, but are not obligated, to limit the sales of our products or Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or services that we offer. We reserve the right to discontinue any product at any time. Any offer for any product or service made on this site is void where prohibited

 

5.17      We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors

 

5.18      You agree to provide current, complete and accurate purchase and account information for all purchases made at our store. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.

 

  1.       SUITABILITY OF SERVICES

 

6.1           Website services are provided As-Is. TempraMed cannot guarantee the suitability of the Website services to your needs or the availability of the Website or its services.

 

6.2           You are responsible to verify, prior to using the Website services, their suitability to your needs, and you will have no claim against TempraMed due to any mismatch of the Website services.

 

  1.       DISCLAIMERS

 

7.1        TempraMed makes no warranty or representation that the Website will meet your requirements, that it will be of satisfactory quality, that it will be fit for a particular purpose, that it will not infringe the rights of third parties, that it will be compatible with all systems, that it will be secure and that all information provided will be accurate. We make no guarantee of any specific results from the use of our Services.

7.2        No part of this Website is intended to constitute advice and the Content of this Website should not be relied upon when making any decisions or taking any action of any kind.

7.3        No part of this Website is intended to constitute a contractual offer capable of acceptance.

7.4        Whilst TempraMed uses reasonable endeavors to ensure that the Website is secure and free of errors, viruses and other malware, all Users are advised to take responsibility for their own security, that of their personal details and their computers.

7.5        Information in this website regarding TempraMed’s business which is not historical facts is “forward-looking information”. Forward-looking information can be identified by, among other things, the use of forward-looking language, such as “anticipate”, “believe”, “could”, “estimate”, “expect”, “future”, “intend”, “plan”, “potential”, and may describe opinions about future events. Forward-looking information in this website is based on the current expectations of the management of TempraMed only, and is subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking information. TempraMed disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise.

TempraMed do not represent in any way that the Information is accurate, complete or error free, and expressly disclaims any duty to update information set forth.

 

  1.       EXCLUSION OF LIABILITY; LIMITATION OF LIABILITY

 

8.1           In no case shall TempraMed, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the service or any products procured using the service, or for any other claim related in any way to your use of the service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the service or any content (or product) posted, transmitted, or otherwise made available via the service, even if advised of their possibility. Users should be aware that they use the Website and its Content at their own risk.

 

8.2         Without derogating from the above, should above exclusion be held by the competent courts as unenforceable or void, the cumulative liability to user for any and all claims relating to use of the website’s services or any product or due to the non-availability of the website services, including any exposure of account content and/or information, shall not exceed the total amount actually paid by user as consideration for the website services and products or the minimum extent permitted by law.

 

8.3        In the event that any of these terms are found to be unlawful, invalid or otherwise unenforceable, that term is to be deemed severed from these Terms and Conditions and shall not affect the validity and enforceability of the remaining Terms and Conditions. This term shall apply only within jurisdictions where a particular term is illegal.

 

  1.       EXTERNAL LINKS

 

9.1           Certain adverts or Hyper-Links used in the Website may refer or direct to websites managed or owned by third parties. It is clarified that any links to such websites are supplied solely for the convenience of the User, and that TempraMed did not examine these websites and do not support them or their content and can not verify their security. You are solely responsible and are required to use full caution when browsing, purchasing products, submitting information or otherwise using these websites.

 

9.2           It is emphasized that there is no distinction between internal links and external links, and it is your sole responsibility to verify the URL a link refers to before following it.

 

  1.   PRIVACY

 

The terms of our Privacy Policy (located at https://my-vivi.com/privacy_policy) constitute an inseparable part of these Terms and Conditions – by expressing your consent to these Terms and Conditions you hereby agree to the terms of the Privacy Policy.

 

11         INTELLECTUAL PROPERTY

11.1      Subject to the exceptions in Clause 11.3 and 11.4 of these Terms and Conditions, all Content included on the Website, unless uploaded by Users, including, but not limited to, text, graphics, logos, icons, images, sound clips, video clips, data compilations, page layout, underlying code and software is the property of TempraMed.

11.2      Subject to Clause 11.5 you may not reproduce, copy, distribute, store or in any other fashion re-use material from the Website unless otherwise indicated on the Website or unless given express written permission to do so by TempraMed.

11.3      Unless otherwise expressly indicated, all Intellectual Property rights including, but not limited to, Copyright and Trademarks, in product images and descriptions belong to the manufacturers or distributors of such products as may be applicable.

11.4      Subject to Clause 11.5 you may not reproduce, copy, distribute, store or in any other fashion re-use material that is subject to Cause 11.3 unless otherwise indicated on the Website or unless given express written permission to do so by the relevant manufacturer or supplier.

11.5      Material from the Website may be re-used without written permission where any of the exceptions detailed in Chapter III of the Copyright Designs and Patents Act 1988 apply.

 

11.6      If, at our request, you send certain specific submissions or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, ‘comments’), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us. We are and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments.

We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.

You agree that your comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third-party.

 

  1.   TRADEMARKS

 

12.1        VIVI logo and the names “VIVI CAP”, “VIVI EPI”, “VIVI VIAL” are trademarks of TempraMed and may not be used without explicit permission of TempraMed.

 

 

  1.   CHANGES TO SERVICES AND TERMS OF AGREEMENT

 

13.1      TempraMed reserves the right to change the Website, its Content or these Terms and Conditions at any time. You will be bound by any changes to the Terms and Conditions from the first time you use the Website following the changes. If TempraMed is required to make any changes to Terms and Conditions relating to sale of Goods by law, these changes will apply automatically to any orders currently pending in addition to any orders placed by you in the future.

 

13.2       You will be entitled to terminate the agreement prior to the changes taking effect.

 

13.3       The amendments will not affect any actions already taken by you prior to the changes taking effect.

 

13.4       It is solely your responsibility to check the terms of this agreement, every once in a while, for changes.

 

13.5      In the event of any conflict between these Terms and Conditions and any prior versions thereof, the provisions of these Terms and Conditions shall prevail unless it is expressly stated otherwise.

 

  1.   WAIVER

 

You agree and acknowledge that by sending any ideas, suggestions, documents, or proposals to TempraMed is at your own risk and that TempraMed has no obligations (including, without limitation, obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. In consideration of the rights to use the Service granted herein, you hereby grant to TempraMed a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner it deems appropriate, any and all Feedback, and to sublicense the foregoing rights. TempraMed will treat any Feedback you provide to TempraMed as non-confidential and non-proprietary. You further, waive any and all rights to the suggestions and shall have no claim regarding implementation of the suggestions or lack thereof, transfer of the suggestions to a third party, or regarding lack of any attribution, acknowledgement, credit, remuneration, or compensation with respect to any implementation of the suggestions by TempraMed of any third party. TempraMed will exclusively own any rights to suggestions which, at their sole discretion, they have chosen to adopt.

 

  1.   INDEMNIFICATION

 

You agree to indemnify, defend and hold harmless TempraMed and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your actions on the Website, your Activities and/or breach of these Terms of Service or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.

 

  1. TERM AND TERMINATION

Subject to this Section, these Terms will remain in full force and effect while you use TempraMed Properties. We may suspend or terminate your rights to use TempraMed Properties (including your Member Account) at any time, and from time-to-time, for any reason in our sole discretion, including for any use of TempraMed Properties in violation of these Terms. Upon termination of your rights under these Terms, your Member Account and right to access and use TempraMed Properties will terminate immediately. We will not have any liability whatsoever to you for any termination of your rights to use the TempraMed Properties, including for termination of your Member Account. You may cancel your Member Account at any time by contacting us. Even after your rights under these Terms are terminated, all provisions of these Terms which by their nature should survive, will survive, including, without limitation, ownership provisions, indemnification, warranty disclaimers, and limitations of liability.

 

  1. COMMUNICATIONS

17.1      All notices / communications shall be given to us either by post to our Premises (see address above) or by email info@tempramed.com. Such notice will be deemed received 3 days after posting if sent by first class post, the day of sending if the email is received in full on a business day and on the next business day if the email is sent on a weekend or public holiday.

17.2      TempraMed may from time to time send you information about our products and/or services. If you do not wish to receive such information, please click on the “unsubscribe link” in the email received

 

  1.   GOVERNING LAW AND JURISDICTION

 

This agreement shall be construed and governed by the laws of the State of Israel. Any dispute arising from the terms of this agreement, the use or misuse of the Website, or any of the Website’s services shall be subject to the exclusive jurisdiction of the competent courts in the District of Tel Aviv, Israel.