Terms of Use

Please read these Terms of Use carefully as they govern your use of our services and form an agreement between you and Vivid. As used in these Terms of Use, "services" mean all Vivid services including all features and functionality, our websites, user interfaces, as well as all content, information, and software associated with our services, or any part thereof, that we provide to you.

You might also engage with certain Vivid services that indicate their own service specific terms of use. If so, to the extent that these Terms of Use do not conflict with the service specific terms, the terms herein remain in full force and effect.

Age of majority. You must be of the age of majority according to the legal jurisdiction of your residence. Children and minors are not permitted to enter into this agreement, and may only use the services with the permission and supervision of a parent or legal guardian.

Internet access. Access to and usage of the services requires access over the Internet. Vivid is not responsible for all Internet access charges. Vivid has no liability to you, nor any obligation to provide a refund to you, in connection with Internet or other Vivid outages or failures that are caused by the actions of government authorities, other third parties, or events beyond our control.

Integrations with third party offerings. Some Vivid services may be integrated with, or may otherwise interact with, third party applications, websites, and other products and services ("third party offerings") and third party personal computers, mobile handsets, and other such devices ("third party devices"). Your use of such third party offerings may be subject to additional terms, conditions, and policies provided to you by the applicable third party. We are not responsible for those third party offerings, and we do not guarantee that third party applications and third party devices will be compatible with Vivid services.

Service limitations and modifications. You agree that you may automatically receive updated versions of Vivid and related third party software and content. Furthermore, we use reasonable efforts to keep the Vivid services operational. We periodically update, perform maintenance, or otherwise suffer downtime of the services during which time the services might not be available to you. For example:

1. Any Vivid service may experience temporary interruptions due to technical difficulties, maintenance, testing, or updates, including those required to reflect changes in relevant laws and regulatory requirements.
2. We may modify, suspend, or stop, temporarily or permanently, providing all or part of a Vivid service, including particular functions, features, subscription plans, and promotional offerings, but make no commitment to do so, at any time and with or without notice and without liability to you.
3. Vivid has no obligation to provide any specific content through the services, and we may add, alter, and remove content at our sole discretion and without notice.

Your devices. You grant us the right to allow the services to use the computational, processor, memory, networking, bandwidth, storage, energy, and other such resources on your devices in order to facilitate the operation of the services.

Personal non-commercial use. The services are for personal and non-commercial use. Unless otherwise specified or as provided in these Terms of Use, you may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, software, materials, products, or services obtained from the services.

You may not use or facilitate the use of the services in connection with any infringement analysis concerning Vivid offerings. By your use of the services, you agree to grant Vivid a non-exclusive, royalty-free license to any patent claim thereafter drafted which includes subject matter disclosed on Vivid services.

Responsible use. You agree to use the Vivid services, including all features and functionalities associated therewith, in accordance with all applicable laws, rules, and regulations, or other restrictions on use of the service on content therein. Except as explicitly authorized by us, you agree not to:

1. Violate these Terms of Use;
2. Use for any unlawful purpose, to solicit others to perform or participate in any unlawful acts, or to violate applicable law;
3. Infringe upon or violate the intellectual property or any other rights of any party;
4. Make any similar agreement on behalf of a company or its affiliates that may violate any applicable anti-corruption laws;
5. Disrupt, derail from their intended purposes, or otherwise interfere with the operation of the services, activities conducted on and through the services, or with any other party's use and enjoyment of the services;
6. Abuse, defame, disparage, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
7. Collect, track, transmit, or disseminate the personal information of others;
8. Use for any obscene or immoral purpose;
9. Transmit false or misleading information;
10. Impersonate any person or entity, including, but not limited to, a Vivid official, forum leader, guide, or host, or falsely state or otherwise misrepresent your affiliation with a person or entity or collect or store personal data about other users in connection with the prohibited conduct and activities;
11. Use any crawler, robot, spider, scraper, or other automated means to access the Vivid services;
12. Use any data gathering, data mining, or extraction method;
13. Transmit unsolicited, unauthorized, or duplicative advertising, engage in surveys, contests, pyramid schemes, chain letters, junk email, or spam;
14. Transmit viruses or any other type of malicious code that will or may be used in any way that will change, damage, destroy, interrupt, limit, or manipulate the functionality or operation of the services, the computer software, hardware, and telecommunications equipment associated with Vivid and the services, or the property of Vivid and others;
15. Forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the services;
16. Circumvent security, or gain or attempt to gain unauthorized access to any service, materials, other information, or any other Vivid property through any means not intentionally made available through the services to you;
17. Disclose any security vulnerability you may have found or come to know in our services without first following in good faith our Security Vulnerability Reporting Guidelines, available online at the vivid-inc.net website;
18. Do anything that causes or is likely to cause detriment to us or third parties.

If we determine you have violated these Terms of Use or are engaged in illegal, fraudulent, or harmful use of the services, we may terminate or restrict your use of our service, and we may pursue legal liability.

You are welcome to visit the public portions of our services even if you do not have a Vivid ID account ("account"). However, for some of our services or portions thereof, you may need to create an account to gain access to such services.

Customer information. When registering a Vivid ID account or making a purchase, you will be asked to provide information for our identification purposes (collectively, "customer information"). Personal information submitted to Vivid via the services is governed according to our Privacy Notice, available at the vivid-inc.net website.

Responsibilities. You are responsible for keeping your customer information complete, accurate, and up-to-date, including a valid email address so we can send you account related communications.

Electronic communications. We will send you information relating to your account (e.g. payment authorizations, invoices, changes in password or payment method, confirmation messages) in electronic form only, for example via emails to the email address associated with your account.

Account access. Your passphrase, verification codes, details of your payment methods, and other secrets are for your personal use only and should be kept confidential. To help maintain control over your account and prevent unauthorized agents from accessing your account, you should not reveal your password or other such confidential information associated with your account to anyone. No one has the right to use another's account without the express permission and authorization of the account holder. You are responsible for any activity that occurs through your Vivid account, including unauthorized use. If you become aware of any unauthorized use of your account or password or any other similar behavior, please contact us immediately using the contact information available on the vivid-inc.net website. We are not responsible for any losses caused by the theft of your account or password due to your fault; in addition, you are responsible for the losses arising therefrom to us or any third party. We may place your account on hold or terminate your account in order to protect you, Vivid, and our partners from identity theft or other fraudulent activity.

Account registration. Your account registration may be examined at any time; we reserve the right to decide whether to accept your registration, or to disable or terminate it if, at our sole discretion, we determine, for example:

1. The registration is made with false information;
2. Your account has been subjected to unauthorized use;
3. You failed or are likely to fail to perform any contractual obligations under any outstanding agreements you have with us.

At our discretion, Vivid may reclaim, or require to you change, your username.

Some of the service options we provide are free of charge, while other options require payment before they can be accessed ("paid subscriptions").

Paid subscriptions. Unless otherwise indicated (for example, if you have signed up for a prepaid period), your paid subscriptions will continue indefinitely and you will continue to be charged the recurring, then-current subscription fees, and as amended from time to time, until your subscription or account is either cancelled or terminated ("cancelled"). You can find descriptions of each paid subscription and their features on the applicable website, and we will explain which options are available to you prior to your purchase. Subject to these Terms of Use, users who purchase a paid subscription may access that paid subscription for their own personal use or group's use, as applicable and agreed in the subscription details, from the moment they submit their payment details successfully to Vivid (or applicable third party) and Vivid accepts their payment, and complete the purchasing process. Certain paid subscriptions may have specific eligibility requirements which you must adhere to in order to be a subscriber. Paid subscriptions may not be available to all users including, for example, past subscribers who wish to rejoin after having cancelled their subscription or its discontinuance by Vivid. We may, at our sole discretion, refuse any order you place with us or payments you make, and limit or cancel any purchases you make.

Grant of access. During your valid paid subscription period and your compliance with these Terms of Use we grant you a limited, non-exclusive, non-transferable right to access and use the applicable Vivid service. Except for the foregoing, no right, title, or interest shall be transferred to you.

Payment methods. To use a Vivid paid subscription service you must provide on or more valid payment methods. Payment method means a current, valid, accepted method of payment, as may be updated from time to time, and which may include payment through your account with a third party. You authorize us to charge any payment method associated to your account in case your primary payment method is declined or no longer available to us for payment of your subscription fee. You remain responsible for any uncollected amounts. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and you do not cancel your account, we may suspend your access to the service until we have successfully charged a valid payment method. For some payment methods, the issuer of your payment method may charge you certain fees, such as foreign transaction fees or other fees relating to the processing of your payment method. Local tax charges may vary depending on the payment method used. Check with your payment method service provider for details.

Billing cycle. Until you cancel your subscription before your billing date, you authorize us to charge the subscription fee for the next billing cycle to your payment method. The then-current subscription fee for the service and other charges you may incur in connection with your use of the service, such as taxes and possible transaction fees, will be charged to your payment method on the specific payment date indicated in your Vivid account subscription area. The length of your billing cycle will depend on the type of subscription plan that you choose when you signed up for the service. In some cases your payment date may change, for example if your payment method has not successfully settled, when you change your subscription plan, or if your paid subscription began on a day not contained in a given month. Visit the subscription area in your Vivid account to see your next payment date. We may authorize your payment method in anticipation of subscription or service-related charges through various methods, including authorizing it up to approximately one billing period of service as soon as you register.

Updating your payment methods. You can update your payment methods within your Vivid account billing area. We may also update your payment methods using information provided by the payment service providers. Following any update, you authorize us to continue to charge the payment methods associated to your Vivid account.

Changes to subscriptions. We may modify the features and content we provide as part of our paid subscriptions, we may change our subscription plans and the service fee, and we may withdraw or suspend our paid subscriptions, in whole or in part, at any time and at our discretion. Your continued use of the service after changes are effected will constitute your acceptance of the changes. We will notify you of material changes to the fees or your subscription plan before those changes become effective. Fee changes will take effect for your next billing cycle following the date of the change. If you do not wish to accept any fee changes, you can reject the changes by unsubscribing from the application paid subscription prior to the fee change going into effect. If you have prepaid fees directly to Vivid for a paid subscription that Vivid permanently discontinues prior to the end of your prepaid period, Vivid will refund you the prorated portion of the prepaid fees for the prepaid period after such discontinuation. Your account, customer information, and payment method information must be up to date, accurate, and valid in order for us to refund you. In the event that the refund to you could not be made, Vivid's obligation to execute the refund to you expires one year after such discontinuation. In the event of suspension or withdrawal of a paid subscription, Vivid will not be obligated to maintain or permit any further access to such paid subscriptions and subscribers to that paid subscription will no longer be charged.

Trials. From time to time, we or others on our behalf may offer one-time trials of paid subscriptions for a specified period without payment or at a reduced rate. By using a Vivid service via a trial, you agree to these Terms of Use.

Cancellation. You can cancel your paid subscription at any time by signing in to your Vivid account and following the prompts in your subscription management area. After completing the cancellation steps, you will continue to have access to the service through the end of your paid billing period. Unless otherwise indicated, cancellation will take effect from the end of the billing period in which you cancel. To the extent permitted by applicable law, payments are non-refundable and we do not provide refunds or credits for any partial subscription periods. If you cancel a subscription, you may still keep your Vivid ID account. Terminating your Vivid ID account will cancel all outstanding subscriptions, paid and otherwise.

Promotional offers. We may from time to time offer special promotional offers, plans, or memberships ("offers"). Offer eligibility is determined by Vivid at its sole discretion; we reserve the right to revoke an offer and put your account on hold in the event that we determine you are not eligible. Customers with an existing or recent subscription may not be eligible for certain introductory offers. We may use your personal information, method of payment, customer information, and other such information used in conjunction with recent subscription data to determine offer eligibility. Other eligibility requirements and other limitations and conditions will be disclosed when you sign up for the offer or in other communications made available to you.

Intellectual property. Unless explicitly noted, all intellectual property in the services and all rights thereto are the exclusive property of Vivid or its content suppliers and is protected by the various applicable trade dress, copyright, trademark, patent, and other intellectual property and unfair competition laws in Japan and internationally. All rights not expressly granted to you in this Terms of Use are reserved and retained by Vivid or its licensors, suppliers, publishers, rightsholders, or other content providers. No license, express or implied, by estoppel or otherwise, to any intellectual property rights is granted to you.

Grant of permission. Permission to use documents such as white papers, press releases, datasheets, and FAQs, ("documents") from the services is granted, provided that:

1. This permission notice and the following copyright notice appear in all copies: "Copyright Vivid Inc. and/or its affiliates";
2. Unless explicitly covered by another license or agreement, use of such documents from the services is for informational and non-commercial or personal use only and will not be copied or posted on any network computer or broadcast in any media;
3. No modifications of any documents are made.

Accredited educational institutions, such as K-12, universities, private/public colleges, and state community colleges, may download and reproduce the documents for distribution in the classroom. News media may download and reproduce the documents for editorial purposes. To request permission to use content outside these purposes please submit your request using an appropriate method listed in Contact Vivid, available at the vivid-inc.net website. Use for any other purpose is expressly prohibited by law.

Documents specified above do not include the design or layout of Vivid content or any other Vivid owned, operated, licensed, or controlled content. Elements of Vivid content are protected by trade dress, trademark, unfair competition, and other laws and may not be copied or imitated in whole or in part. No logo, graphic, sound or image from any Vivid property may be copied or retransmitted.

Software. Any Vivid software that is made available to download from the services or made available through third parties ("software") is the copyrighted work of Vivid and/or its affiliates. Use of the software is governed by the terms of the license agreement, if any, which accompanies or is included with the software ("license agreement"). An end user will not be permitted to install any software that is accompanied by or includes a license agreement, unless they first agree to the terms of the license agreement.

The software is made available for download solely for use by end users according to the license agreement. Any reproduction or redistribution of the software not in accordance with its accompanying license agreement is expressly prohibited by law.

Without limiting the foregoing, copying or reproduction of Vivid software to any other server or location for further reproduction or redistribution is expressly prohibited, unless such reproduction or redistribution is expressly permitted by the license agreement accompanying such software. The software is warranted, if at all, only according to the terms of the license agreement. Except as warranted in the license agreement, Vivid hereby disclaims all warranties and conditions with regard to the software, including all warranties and conditions of merchantability, whether express, implied or statutory, fitness for a particular purpose, title and non-infringement.

Feedback and unsolicited idea submissions. Vivid welcomes your feedback regarding many areas of Vivid’s existing business.

Feedback. If you want to send us your feedback, and we hope you do, we simply request that you send it to us via any of the methods listed at Contact Vivid, available at the vivid-inc.net website, or via supplementary feedback mechanisms, for example within our products. Please provide only specific feedback on Vivid's existing products, services, or marketing strategies; do not include any ideas that Vivid's policy will not permit it to accept or consider. Vivid makes no assurances that your ideas, materials, feedback, or submissions will be treated as confidential or proprietary.

Terms of idea submission. Vivid or its employees do not accept or consider unsolicited ideas, including ideas for new advertising campaigns, new promotions, new or improved products or technologies, product enhancements, processes, materials, marketing plans or new product names. Please do not send any unsolicited ideas, original creative artwork, suggestions, samples, demos, or other works ("submissions") in any form to Vivid or any of its employees. The sole purpose of this policy is to avoid potential misunderstandings or disputes when Vivid's products or marketing strategies might seem similar to ideas submitted to Vivid. So, please do not send your unsolicited ideas to Vivid or anyone at Vivid. If, despite our request that you not send us your ideas and materials, you still send them, then regardless of what your submission says, the following terms shall apply to your submissions, and you agree that:

1. Your submissions and their contents may automatically become the property of Vivid, without any compensation to you;
2. Vivid may use or redistribute the submissions and their contents for any purpose and in any way;
3. Vivid is not obligated to review submissions, pay compensation for submissions, or keep submissions confidential.

Links to third parties. Links to destinations other than Vivid properties ("third party links") are not under the control of Vivid and Vivid is not responsible for any link, the content of any linked site, or any link contained in a linked site at any time. Vivid is providing these third party links to you only as a convenience, and the inclusion of any such link does not imply endorsement by Vivid. Vivid reserves the right to terminate any such link or linking program at any time. If you decide to access any such links to third parties and their content, you do this entirely at your own discretion and risk.

User content. The services may contain chat areas, forums, communities, and other messaging and communication facilities designed to enable you to communicate with others by sending your user content submissions ("user content", "submissions") and receiving user content from other participants.

Responsibility. You are solely responsible for all content that you post. In posting or sharing user content or other information to the Vivid services, please keep in mind that content and other information will be publicly accessible and that you have no guarantee of privacy, and may be used and re-shared by others within or outside the service, including on the Internet.

Non-endorsement. Vivid does not endorse any user content or any opinion, recommendation, or advice expressed therein, and Vivid expressly disclaims any and all liability in connection with user content submissions. Vivid does not permit copyright infringing activities and infringement of intellectual property rights on its services, and Vivid will remove user content if properly notified that such submission infringes on another's intellectual property rights in accordance with the relevant provisions. Vivid reserves the right to remove user content at its sole discretion and without prior notice.

Ownership. Any material, information, or other communication you transmit to a user content service will be considered non-confidential and non-proprietary. Vivid does not claim ownership of any user content transmitted to or made available on or through the services, including, but not limited to, data, text, opinions, statements, code, or other such information, or descriptions on the products, services, or materials. There is no compensation for user content. Vivid is under no obligation to post or use any user content submitted. Content uploaded to the services may be subject to posted limitations on usage, reproduction, and dissemination; you are responsible for adhering to such limitations if you download such content.

License. In order for us to make your user content available on the services, we need a limited license from you to your user content. Accordingly, unless otherwise specified on the service or activity terms and conditions, by posting, displaying, uploading, inputting, providing or submitting such user content you grant Vivid, necessary sub-licensees and service users, a perpetual, irrevocable and fully sub-licensable license to use worldwide, fully paid-up, royalty-free and non-exclusive license, to use, distribute, reproduce, modify, adapt, publish, translate, publicly perform and publicly display the user content (in whole or in part) and to incorporate such user content into other works in any format or medium now known or hereafter created for any and all commercial or non-commercial purposes, to publish your name in connection with your submission, and the right to sublicense such rights to any supplier of the services. Where applicable and to the extent permitted under applicable law, you agree to waive, and not to enforce, any "moral rights" or equivalent rights, such as your right to be identified as the author of any user content, and your right to object to derogatory treatment of such user content.

Warranties and representations. Any user content submitted on a Vivid service is supplied under license from the submitter, and should be used or downloaded in accordance with any license terms specified. Vivid is not responsible for user content submissions nor warrants that it will work correctly. By posting or submitting user content you warrant and represent that you own or otherwise control all rights to your submission including, but not limited to, all the rights necessary for you to transmit the user content. You warrant and represent that:

1. You are the copyright owner of such content, or that the copyright owner of such content has granted you permission to use such content consistent with the manner and purpose of your use and as otherwise permitted by these Terms of Use and the materials;
2. You have the rights necessary to grant the licenses and sublicenses described in these Terms of Use;
3. That each person depicted in such content, if any, has provided consent to the use of the content as set forth in these Terms of Use;
4. You do not imply any affiliation with or endorsement of you or your user content by Vivid or its content suppliers without the prior express written consent from Vivid or such individual or entity.

Moderation or pre-screening. Vivid has no obligation to monitor the services. However, Vivid and its designees reserve the right to review and refuse, redact, remove, or disable access to any materials posted to the services at Vivid's sole discretion and without prior notification. Vivid will have no liability related to the content of any user content, whether arising under the laws of copyright, libel, privacy, obscenity, or otherwise. Vivid reserves the right at all times to disclose any information as Vivid deems necessary to satisfy any applicable law, regulation, legal process, or governmental request.

The service is provided "as is" and "as available" without warranty or condition.

Vivid makes no warranty as to the offerings' use or performance. To the maximum extent permitted by law, Vivid, its affiliates, shareholders, agents, directors, employees, and designees, and its licensors, suppliers (including providers of third party content and software), and resellers (collectively, "Vivid parties") disclaim all warranties and conditions, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, with regard to the offerings and the provision of or failure to provide support services. To the maximum extent permitted by law, Vivid parties do not represent or warrant that the products:

1. Are accurate, reliable, or correct;
2. Will meet your requirements;
3. Will be available at any particular time or location, uninterrupted, or secure;
4. Are free of defects or errors and that any, if found, will be corrected;
5. Are free of viruses or other harmful components.

You waive all special, indirect, consequential, incidental, punitive, and exemplary damages and any damages whatsoever against us. Any content, data, software, and other materials downloaded or otherwise obtained through the use of the offerings are obtained solely at your discretion and risk; you are solely responsible for any resulting damage or loss, including all risks associated with any reliance on the accuracy, completeness, safety, or usefulness of such content. Under no circumstances will Vivid be liable in any way for any content, including, but not limited to, any errors or omissions, or damages of any kind. These Terms of Use do not limit any non-waivable warranties or consumer protection rights that you may be entitled to under the mandatory laws of your country of residence.

To the maximum extent permitted by applicable law, in no event will Vivid parties be liable to you, your affiliates, users, or anyone else for any loss of use, data, goodwill, or profits, whether or not foreseeable, any loss or damages in connection with termination or suspension of your access to the products in accordance with this agreement, or any special, incidental, indirect, consequential, exemplary, or punitive damages whatsoever, even if the relevant Vivid party has been advised of the possibility of these damages, including those resulting from loss of use, data, or profits, whether or not they are foreseeable, based on any theory of liability, including breach of contract or warranty, strict liability, negligence, or other tortious action, or arising from any other claim arising out of or in connection with your use of or access to the products or support. This limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction. The aggregate maximum liability of the Vivid parties in any matter arising out of or in relation to this agreement, whether in contract or tort, or otherwise, is limited to the subscription fee you paid Vivid for the applicable billing cycle under these Terms of Use, excluding taxes and other indirect costs, or 1,000 Japanese Yen, whichever is lower. This limitation will apply even if the Vivid parties have been advised of the possibility of liability exceeding such an amount and notwithstanding any failure of the essential purpose of any limited remedy. In no event shall Vivid's liability arising out of or related to these Terms of Use exceed that amount.

For any dispute, claim, or controversy arising out of or in connection with this agreement, breach or violation, termination, performance, interpretation, or validity of this agreement, or the use of Vivid products, services, and properties, you agree to first try to resolve the matter informally by contacting us. If the matter is not resolved within 30 days of submission, Vivid shall exercise its rights in accordance with the bound agreements and the above shall be resolved by the Tokyo District Court as the agreed court of exclusive jurisdiction in the first instance. You unconditionally and irrevocably attorn to the exclusive jurisdiction of the Tokyo District Court arising in connection with this agreement. You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Notwithstanding the foregoing, in the event of customer or others' unauthorized access to or use of the services in violation of this agreement you agree that Vivid is entitled to apply for injunctive remedies (or an equivalent type or urgent legal relief) in any jurisdiction.

Entire agreement. This Terms of Use and the information incorporated into the agreement by reference are the complete agreement between you and Vivid. This agreement governs your use of the services, and supersedes all prior and contemporaneous agreements, proposals, and representations, written or oral. If any term of this agreement is found to be invalid, illegal, or unenforceable, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, the remaining provisions will remain effective. The terms of this agreement and any Vivid ordering document shall supersede the terms in any purchase order or other non-Vivid ordering document and no terms included in any such purchase order or other non-Vivid ordering document shall apply to the Vivid offerings ordered. Certain provisions of these Terms of Use may be superseded by expressly designated legal notices or terms located on particular services or materials. In the case of any violation of the agreement, Vivid reserves the right to seek all remedies available by law and in equity for such violations.

End of agreement. These Terms of Use will continue to apply to you until terminated by either you or Vivid. Vivid may terminate our entire agreement stemming from these Terms of Use, including any additional terms and conditions incorporated herein, or suspend your access to the services at any time if we believe you have breached our agreement under these Terms of Use or of Vivid's proprietary rights, if we stop providing the services or any material component thereof, or as we believe necessary to comply with applicable law. If you or Vivid terminate these Terms of Use, or if Vivid suspends your access to the Vivid services, you agree that Vivid shall have no liability or responsibility to you, and, except as expressly provided in these Terms of Use, Vivid will not refund any amounts that you have already paid. You may terminate these Terms of Use at any time, in which case you may not continue accessing or using the Vivid services. The provisions in this document that survive termination or expiration include those relating to limitation of liability, payment, and others which either explicitly or by their nature are intended to survive remain in full effect even after termination of these Terms of Use.

Changes to this agreement. These Terms of Use may not be modified and the rights and restrictions may not be altered or waived except in a prior express writing signed or accepted online through Vivid by authorized representatives of you and of Vivid, and neither the course of conduct between you and Vivid, nor any trade practice, shall act to modify any provision thereof.

Not withstanding the foregoing, we may make changes to these Terms of Use, including to any additional Vivid terms and conditions incorporated by reference herein. If and when we make such changes, we will inform you by updating this Terms of Use and revising the "Effective Date" on this document. For material changes, we may attempt to inform you by email. Your use of the services following any changes to this agreement will constitute your acceptance of such changes.

Errata. Materials, products, and services ("offerings") may contain design defects or errors known as errata which may cause the offerings to deviate from published specifications and may include technical inaccuracies or typographical errors. Vivid and its respective suppliers may make improvements or changes at any time without notice. Please contact Vivid using an appropriate method listed in Contact Vivid, available at the vivid-inc.net website, to obtain the latest specifications before finalizing a design or placing your order.

Governing law. This agreement shall be governed by and construed in accordance with the laws of Japan.

Notwithstanding the foregoing, all information available through the services and the services themselves may be subject to the laws of the legal jurisdiction you reside in. Vivid makes no representation that services are appropriate or available for use in other locations, and are accessible from territories where such content is prohibited. Those who choose to access this site from other locations do so on their own initiative and are responsible for compliance with applicable local laws.

Construction. Ambiguities in this agreement will not be construed against Vivid. Headings in the agreement are for convenience only and have no legal meaning or effect.

Language. The English language version of this agreement is legally binding in case of any inconsistencies between the English version and any translations. Where Vivid has provided you with a translation of the English language version of this Terms of Use, you agree that the translation is provided for your convenience only. The parties confirm that it is their wish that this agreement, as well as all other related documents, including notices, have been and shall be written in the English language only.

No critical use. Vivid offerings are not designed nor intended for any application in which the failure of the Vivid offering could create a situation where personal injury or death may occur, for example in medical, life-saving, life sustaining applications.

Indemnity. You agree to defend, indemnify and hold harmless Vivid, its subsidiaries, affiliates, officers, agents, employees, partners, and licensors from and against any and all claims, demands, damages, costs, losses, liabilities, expenses and settlement amounts incurred in connection with any suit, claim, or action by any third party due to or arising out of content you transmit or otherwise make available through the services or materials, your use of the services, your connection to the services, your violation of these Terms of Use or any other agreement you have with Vivid, or your violation of any rights of another.

1. Customer, licensee, member, subscriber, user, "you": Means you and any legal entity that uses the services and may hold a Vivid account, be a subscriber to Vivid paid services, or have purchased a license for Vivid products, whose payment method is charged.
2. Date of purchase: The date that your purchase was made as it is recorded in your order.
3. Offerings: All products and services, including all materials and other information, produced by and owned by Vivid and offered to our customers.
4. Services: The content and services that are owned and operated by or hosted on Vivid properties.
5. Transmit: Upload, submit, post, send, email, attach, send, transmit, or otherwise make content available into Vivid's services.
6. Vivid, Vivid Inc., "controller", "our", "us", "we": Vivid Inc., 6-19-15 Jingumae, Shibuya, Tokyo 150-0001 Japan, or, based on where principal place of business is located, a subsidiary or affiliate thereof.