TERMS OF SERVICE
YOU SHOULD CAREFULLY READ THE BELOW TERMS OF SERVICE (the “Terms”) BEFORE USING THE VITAL START WEBSITE, VIRTUAL REALITY HEADSET, VIRTUAL THERAPEUTIC PLATFORM, AND/OR SERVICES AND ALL OF ITS CONTENT AND FUNCTIONALITY (collectively, the “Services”). BY USING THE SERVICES, YOU ARE CONSENTING TO BE BOUND BY THE TERMS.
These Terms are a legally binding contract between you and Vital Start Health, Inc. (“Vital Start”), and govern your access to and use of the Services. By continuing to use the Services, you agree as follows:
- You are at least 18 years old or have been legally emancipated.
- You understand and agree that these Terms are a legally binding agreement and the equivalent of a signed, written contract.
- You will use the Services in a manner consistent with applicable laws, regulations, and these Terms, as they may be amended by Vital Start from time to time.
IF YOU DO NOT AGREE TO ACCEPT THE TERMS, DO NOT USE THE SERVICES.
ARBITRATION NOTICE: EXCEPT IF YOU OPT-OUT AND EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE DISPUTE RESOLUTION SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND VITAL START WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. YOU CAN OPT-OUT OF THE ARBITRATION AGREEMENT BY CONTACTING VITAL START AT CONTACT@VITALSTARTHEALTH.COM WITHIN 30 DAYS OF ACCEPTING THESE TERMS.
SECTION 1: DEFINITIONS
Defined words used in these Terms are denoted with initial capital letters. Words may be defined here or throughout the Terms. The following definitions apply to capitalized words used throughout the Terms:
- “Coach” means a wellness coach who provides assistance through the Services.
- “Practitioner” means a licensed mental health professional who provides assistance through the Services.
- “Services” means Vital Start’s website, virtual reality headset, virtual therapeutic platform, and/or other services, including all content and functionality, provided by Vital Start.
SECTION 2: THE SERVICES
Vital Start provides an award-winning platform for personalized reproductive and maternity wellness using virtual reality and a combination of coaching, counseling, assessments, and actionable data. The goal of the Services is to empower women, families, and mental health practitioners to prevent and treat perinatal mood and anxiety disorders more effectively, equitably, and faster using low-cost virtual and augmented reality frameworks that incorporate artificial intelligence. The virtual therapeutic platform also allows Practitioners and Coaches to deliver independent medical or therapeutic services to users of Vital Start’s Services.
The Services are intended to provide a convenient platform to enhance the mental wellbeing of users during pregnancy or postpartum periods. The Services are not intended to be used to identify emergencies or to treat emergent, serious, or life-threatening conditions. If you are suffering an emergent or life-threatening condition, call 9-1-1 immediately where that service is available or go to the nearest open clinic or emergency room.
SECTION 3: LIMITATIONS ON THE SERVICES
Vital Start DOES NOT provide medical advice.
By accepting these Terms, you agree and acknowledge that Vital Start does not provide clinical or medical services. Vital Start’s role is limited to supporting and facilitating your access to these products and services via the virtual therapeutic platform and Vital Start’s Services. Clinical or medical services may be provided by independent Practitioners or Coaches.
You agree and acknowledge that Vital Start is in no way providing diagnosis or treatment to you. You further acknowledge and agree that the information, processes, products, and other items referenced as part of the Services are not intended as a recommendation or endorsement or any course of action, information, or product.
Vital Start expressly disclaims the creation of a provider-patient relationship with you. Any provider-patient relationship must occur directly between you and an independent Practitioner. Vital Start’s Services cannot and are not designed, intended, or appropriate to replace the relationship between healthcare professionals and patients or to address serious, emergent, or life-threatening medical conditions and should not be used in those circumstances.
Any medical advice provided by an independent Practitioner or Coach using Vital Start’s virtual therapeutic platform is based on the personal health data you provide. If you do not provide complete and accurate personal health information, the medical advice you receive may not be accurate or appropriate. Questions and information collected through the Services are designed for informational and/or research purposes and to identify potential patterns in symptomologies and treatments. The Services and/or any data derived from the Services are in no way intended to replace the independent clinical judgment of a qualified healthcare professional.
General information available through the Services about medical conditions, symptomology, available drugs, treatment options, and other educational articles and videos is provided for general educational purposes only. Never disregard, avoid, or delay obtaining medical advice from a physician or other qualified healthcare professional because of something contained in the Services. If you have or suspect that you have an urgent medical problem or condition, please contact a qualified healthcare professional immediately.
SECTION 4: RELATIONSHIP WITH PRACTITIONERS AND COACHES
The Services provide an online venue that Services users can use to engage with a Practitioner or Coach. Practitioners and Coaches are independent of Vital Start and are not Vital Start’s employees, agents, or representatives. The Services are limited to enabling users to connect with Coaches and Practitioners and to provide general content. The assistance and services rendered by a Coach or Practitioner is the responsibility of the individual Coach or Practitioner. While Vital Start hopes the Services are beneficial to you, you understand and agree that they may not be the appropriate solution for your needs and that they may not be appropriate for your particular situation or circumstance. Further, the Services may not be a complete substitute for a face-to-face examination or in-person care in every situation.
A Practitioner’s or Coach’s use of Vital Start’s platform or Services is not an endorsement or recommendation of such Practitioner or Coach. The medical advice provided to you by a Practitioner or Coach is not under Vital Start’s control, nor do we provide it to you or use it.
Further, while Vital Start may attempt to validate or confirm the credentials of the Practitioners or Coaches using the Vital Start platform and Services, we may be unable to do so in all instances. Vital Start cannot represent or warrant that all Practitioners or Coaches using the Vital Start platform and Services are appropriately licensed and in good standing with their respective licensing boards. It is your responsibility to separately confirm that a Practitioner or Coach has the desired credentials and is in good standing with their respective licensing board(s) and to exercise whatever other due diligence you feel is appropriate in selecting and maintaining your choice of healthcare professionals.
SECTION 5: ELIGIBILITY TO USE THE SERVICES
You must register to create an account (“Account”) and become a registered user to access and use certain features of the Services. To register, you must create a username and provide your name, email address, and other information specified in the registration form (“Registration Data”). You may change or correct information in your Account by contacting Vital Start at email@example.com. You agree not to register for an Account on behalf of an individual other than yourself unless you are legally authorized to bind such person to these Terms. By registering another person, you represent that you are legally authorized to do so.
By registering for an Account and using the Services, you represent and warrant as follows:
- You are at least 18 years old and are otherwise legally qualified to enter into and form contracts under applicable law.
- Your Registration Data is true, accurate, current, and complete.
- You are authorized to create an Account (either for yourself or for another person).
- You are legally authorized to view and share with us health data and other personal data.
- If you are a Practitioner or Coach, you are appropriately licensed to provide virtual healthcare services through Vital Start’s Services.
NOTE: THIS AGREEMENT IS VOID WHERE PROHIBITED BY LAW. DO NOT USE THE SERVICES WHERE PROHIBITED BY LAW. YOU UNDERSTAND THAT YOUR USE OF THE SERVICES MAY INVOLVE OR REQUIRE THE TRANSMISSION OF SIGNIFICANT AMOUNTS OF DATA. YOU ARE RESPONSIBLE FOR ALL DATA CHARGES THAT MAY BE CHARGED BY YOUR WIRELESS CARRIER OR INTERNET SERVICE PROVIDER OR THAT MAY OTHERWISE ARISE FROM YOUR USE OF THE SERVICES.
SECTION 6: FEES AND REFUNDS
Fees. You may be required to purchase a program or subscription to access certain Services. All program prices are quoted in U.S. dollars. Vital Start reserves the right, without prior notice, to discontinue or change programs offered through the Services. Users are responsible for payment of all taxes levied, duties, and assessments, including but not limited to value-added, sales, use, or withholding taxes, assessed by any governmental body.
Payments. Payments are made through Vital Start’s third-party processor’s network through which all transactions are processed. Users agree to provide accurate payment information so that Vital Start and its payment processor can complete your purchase. By providing certain payment information, you represent: (i) you authorize Vital Start and its payment processor to use the payment information; (ii) the provided payment information is true and accurate; and (iii) you are authorized to use such payment information.
Refunds. If you are not satisfied with a program purchase, please contact us at firstname.lastname@example.org. Vital Start may offer refunds on a case-by-case basis, in its sole discretion.
SECTION 7: INTELLECTUAL PROPERTY AND DATA OWNERSHIP
Vital Start owns the platform and Services, including all content and functionality you access through the platform and Services. Subject to your compliance with these Terms, Vital Start grants you a non-exclusive, non-sublicensable, revocable, non-transferable license to use the Services. You agree that Vital Start will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Services or any part thereof.
The Services are for your personal and non-commercial use only and you may not resell or sublicense your access to the Services. You may not use the Services for any other purpose than what is allowed under these Terms without Vital Start’s express written permission.
Further, you may not use Vital Start’s name, trademarks, service marks, slogans, taglines, or logos, or those of third parties appearing in the Services in any advertising or publicity or to otherwise indicate Vital Start’s sponsorship or affiliation with any product or service without express written permission from Vital Start.
Excluding any personal data you provide, you acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets in the Services are owned by Vital Start. Neither these Terms nor your access to the Services transfers to you or any third party any rights, title, or interest in or to such intellectual property rights. Vital Start reserves all rights not expressly granted in these Terms. There are no implied licenses granted under these Terms.
SECTION 8: SERVICES PROHIBITIONS
You may use the Services only for lawful purposes and in accordance with these Terms. In addition, Vital Start imposes certain restrictions on your use of the Services. While using the Services, you shall not:
- Provide false, misleading, or inaccurate information to Vital Start or any other user.
- Use the Services (i) for any commercial purpose; (ii) for the benefit of any third party; or (iii) in any manner not permitted by these Terms.
- Impersonate or attempt to impersonate Vital Start, one of Vital Start’s employees, another user, or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing).
- Use or attempt to use any manual process, engine, software, tool, agent, or other device or mechanism (including, without limitation, browsers, spiders, robots, avatars, or intelligent agents) to harvest, monitor, or otherwise collect information from the Services for any use, including, without limitation, use on third-party websites, without Vital Start’s consent.
- Use the Services in any manner that could disable, overburden, damage, or impair the Services or interfere with any other party’s use of the Services.
- Access content or data not intended for you, or log onto a server or account that you are not authorized to access.
- Violate any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the U.S. or other countries).
- Attempt to probe, scan, or test the vulnerability of the Services or any associated system or network, or breach security or authentication measures without proper authorization.
- Interfere or attempt to interfere with the use or functionality of the Services by any other user, host, or network, including, without limitation, by means of submitting a virus, trojan horse, worm, logic bomb or other material which is malicious or technologically harmful, overloading, “flooding,” “spamming,” “mail bombing,” or “crashing”.
- Forge any TCP/IP packet header or any part of the header information in any e-mail or in any uploading or posting to, or transmission, display, performance, or distribution by means of, the Services.
- Post or transmit any unsolicited advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation.
- Exploit, harm, or attempt to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
- Avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Vital Start or any other third-party (including another user) to protect the Services.
- Attempt to modify, reverse-engineer, decompile, disassemble, or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code used by Vital Start in providing the Services. Any violation of this section may subject you to civil and/or criminal liability.
- Engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Services, or which, as determined by Vital Start, may harm Vital Start or users of the Services or expose them to liability, or otherwise interfere with or attempt to interfere with the proper working of the Services.
- Encourage or enable any other individual to do any of the above.
Vital Start is not obligated to monitor your use of the Services, but we may do so to ensure your compliance with these Terms and/or to respond to law enforcement or other government agencies. Vital Start reserves the right to suspend or terminate your use of the Services without notice to you if you partake in any of the prohibited activities described above.
SECTION 9: PROTECTING YOUR INFORMATION
Certain portions of the Services are designed to require users to create an Account to access and use those functionalities. Your username and password for your Account are, collectively, your “User Credentials.” You are solely responsible for (i) maintaining the strict confidentiality of your User Credentials, (ii) not allowing another person to use your User Credentials to access the Services, and (iii) any and all damages or losses that may be incurred or suffered as a result of any activities that occur under your User Credentials, regardless of whether you were aware of those activities. You agree to immediately notify Vital Start in writing by email of any unauthorized use of your User Credentials or any other compromise of the security of your Account.
VITAL START WILL NOT BE LIABLE FOR ANY LOSS(ES) THAT YOU INCUR AS A RESULT OF SOMEONE ELSE USING YOUR USER CREDENTIALS, EITHER WITH OR WITHOUT YOUR KNOWLEDGE. VITAL START IS NOT AND SHALL NOT BE LIABLE FOR ANY HARM ARISING FROM OR RELATING TO THE THEFT OF YOUR USER CREDENTIALS AND/OR ANY RESULTING ACCESS TO YOUR DATA.
You may be held liable for any losses incurred by Vital Start due to someone else’s use of your Account or User Credentials, regardless of whether you were aware of such use.
SECTION 10: DATA PRIVACY
In providing the Services, Vital Start may collect and store protected health information (as defined by the Health Insurance Portability and Accountability Act of 1996, as amended, and its implementing regulations) received from your Practitioner as a business associate. When acting as a business associate, Vital Start cannot use or disclose protected health information in a way that your Practitioner itself may not. For information on how your Practitioner collects, uses, and shares your protected health information, please refer to their notice of privacy practices.
Vital Start is not responsible for nor liable to you or any third party for a third party’s treatment of your personal data, including any collection, use, disclosure, storage, loss, theft, or misuse of personal data, whether or not such treatment violates applicable law.
SECTION 11: EQUIPMENT AND SECURITY
You are responsible for obtaining, installing, maintaining, and operating all software, hardware, or other equipment (collectively, “Systems”) necessary for you to access and use the Services. This includes, without limitation, obtaining Internet services, using up to date web-browsers and the best commercially available encryption, antivirus, anti-spyware, and internet security software. You are responsible for the data security of the Systems used to access the Services and for the transmission and receipt of information using such Systems. Vital Start is not responsible for any errors or problems that arise from the malfunction or failure of the Internet or your Systems.
THERE ARE ALWAYS CERTAIN SECURITY AND ACCESS AVAILABILITY RISKS ASSOCIATED WITH USING OPEN NETWORKS SUCH AS THE INTERNET, AND YOU EXPRESSLY ASSUME SUCH RISKS.
SECTION 12: OPTING OUT OF COMMUNICATIONS FROM VITAL START
Vital Start may send communications, including emails, to you regarding your Account and the Services. You can choose to filter any Account or Services emails using your email settings, but we do not provide an option for you to opt out of these communications.
If you consent to receive marketing or other communications not related to your Account or the Services, Vital Start will provide you with the option to opt out of such marketing communications within the applicable message.
SECTION 13: THIRD-PARTY SITES
YOU AGREE THAT VITAL START WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY GOODS, SERVICES, BUSINESS PRACTICES, INFORMATION, RESOURCES, APPLICATIONS, AND OTHER CONTENT (“Third Party Matters”) AVAILABLE ON OR THROUGH ANY THIRD-PARTY SITES OR THIRD-PARTY DEALINGS OR COMMUNICATIONS, OR FOR ANY HARM RELATED THERETO, OR FOR ANY DAMAGES OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH YOUR USE OR RELIANCE ON THE THIRD PARTY MATTERS.
Any reference in the Services to any product, service, publication, institution, organization of any third-party entity, or individual does not constitute or imply Vital Start’s endorsement or recommendation.
SECTION 14: YOUR REPRESENTATIONS AND WARRANTIES
In addition to other representations and warranties contained throughout the Terms, you represent and warrant that your use of the Services will be in accordance with these Terms and all applicable laws, regulations, rules, and Vital Start policies and procedures (to the extent such policies and procedures are communicated to you). Specifically, YOU REPRESENT AND WARRANT THAT YOU ARE LEGALLY AUTHORIZED TO SHARE PERSONAL DATA (BELONGING TO YOURSELF OR OTHERS ON WHOSE BEHALF YOU ARE SUBMITTING SUCH DATA) WITH VITAL START.
SECTION 15: WARRANTY DISCLAIMERS
THE SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, VITAL START EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. VITAL START MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. VITAL START MAKES NO WARRANTY REGARDING THE QUALITY OF ANY PRODUCTS, APPLICATION, OR MATERIALS ACCESSED OR PURCHASED THROUGH THE SERVICES OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR RELIABILITY OF ANY CONTENT OBTAINED THROUGH THE SERVICES.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM VITAL START OR THROUGH THE SERVICES, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE IN THESE TERMS.
YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH THE SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, PRACTITIONERS, AND COACHES.
YOU UNDERSTAND THAT VITAL START DOES NOT TAKE RESPONSIBILITY FOR SCREENING OR INQUIRY INTO THE BACKGROUND OF ANY USERS OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, PRACTITIONERS AND COACHES, NOR DOES VITAL START VERIFY OR TAKE RESPONSIBILITY FOR THE STATEMENTS OF ANY SUCH USERS OF THE SERVICES. VITAL START MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, PRACTITIONERS AND COACHES.
VITAL START CANNOT ALWAYS FORESEE OR ANTICIPATE TECHNICAL OR OTHER DIFFICULTIES THAT MAY RESULT IN FAILURE TO OBTAIN DATA OR LOSS OF DATA, PERSONALIZATION SETTINGS, OR OTHER SERVICE INTERRUPTIONS. VITAL START CANNOT ASSUME RESPONSIBILITY FOR THE TIMELINESS, ACCURACY, DELETION, NON-DELIVERY OR FAILURE TO STORE ANY USER DATA, COMMUNICATIONS, OR PERSONALIZATION SETTINGS. IT IS YOUR RESPONSIBILITY TO BACKUP ANY INFORMATION YOU ENTER INTO THE SERVICES.
SECTION 16: LIABILITY AND LIMITATIONS OF LIABILITY
You agree that your use of the Services is at your sole risk. You will not hold Vital Start or its third-party service providers, licensors, or suppliers, as applicable, responsible for any loss or damage that results from your access to or use of the Services, including, without limitation, any loss or damage to any of your computers, mobile devices, virtual reality headsets, or data.
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SERVICES REMAINS WITH YOU. NEITHER VITAL START NOR ANY OTHER PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA, LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE, OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, OR FROM ANY COMMUNICATIONS, INTERACTIONS, OR MEETINGS WITH OTHER USERS OF THE SERVICES OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT VITAL START HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH IN THESE TERMS IS FOUND TO HAVE FAILED IN MEETING ITS ESSENTIAL PURPOSE.
IF YOU ARE DISSATISFIED WITH THE SERVICES OR THESE TERMS, YOUR ONLY REMEDY IS TO DISCONTINUE USING THE SERVICES.
FOR THE AVOIDANCE OF DOUBT, IF YOU ARE DISSATISFIED WITH THE HEALTHCARE SERVICES YOU ARE RECEIVING FROM A PRACTITIONER OR COACH, YOU MAY HAVE ADDITIONAL REMEDIES REGARDING THE PROVISION OF HEALTHCARE SERVICES.
YOU ACKNOWLEDGE THAT IF YOU USE THE SERVICES DURING OR IN RELATION TO AN EMERGENT, SERIOUS, OR LIFE-THREATENING CONDITION, SUCH USE IS AT YOUR SOLE RISK. VITAL START IS NOT LIABLE TO YOU OR ANY PERSON FOR ANY DECISION MADE OR ACTION TAKEN IN RELIANCE UPON INFORMATION INCLUDED AS PART OF THE SERVICES.
VITAL START IS NOT LIABLE TO ANY USER OR PERSON FOR ANY HARM CAUSED BY THE NEGLIGENCE OR MISCONDUCT OF ANY PRACTITIONERS OR COACHES, WHETHER OR NOT RELYING UPON INFORMATION COLLECTED, GENERATED, OR STORED VIA THE SERVICES.
BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH STATES, VITAL START’S LIABILITY IS LIMITED AND WARRANTIES ARE EXCLUDED TO THE GREATEST EXTENT PERMITTED BY LAW, BUT SHALL, IN NO EVENT, EXCEED $100.00. ANY CLAIM ARISING FROM THE USAGE OF THE SERVICES MUST BE BROUGHT WITHIN ONE (1) YEAR OF THE OCCURRENCE OF THE EVENT FROM WHICH THE CLAIM AROSE.
SECTION 17: INDEMNIFICATION
YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS VITAL START AND ITS REPRESENTATIVES FROM ANY LIABILITY, LOSS, CLAIM, SUIT, DAMAGE, AND EXPENSE (INCLUDING REASONABLE ATTORNEYS’ FEES AND EXPENSES) ARISING OUT OF OR IN ANY WAY CONNECTED WITH (I) YOUR ACCESS TO OR USE OF THE SERVICES, (II) YOUR VIOLATION OF THESE TERMS, (III) YOUR USER FEEDBACK, AND/OR (IV) ANY NEGLIGENT OR WRONGFUL CONDUCT BY YOU OR ANY OTHER PERSON ACCESSING THE SERVICES THROUGH YOUR ACCOUNT, REGARDLESS OF WHETHER YOU WERE AWARE OF SUCH USE.
VITAL START RESERVES THE RIGHT, AT YOUR EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER FOR WHICH YOU ARE REQUIRED TO INDEMNIFY US. YOU AGREE TO COOPERATE WITH VITAL START’S DEFENSE OF THESE CLAIMS. YOU FURTHER AGREE NOT TO SETTLE ANY MATTER WITHOUT THE PRIOR WRITTEN CONSENT OF VITAL START. VITAL START WILL USE REASONABLE EFFORTS TO NOTIFY YOU OF ANY SUCH CLAIM, ACTION, OR PROCEEDING UPON BECOMING AWARE OF IT.
IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
SECTION 18: PROVIDING FEEDBACK TO VITAL START
The Services may now or in the future permit you to upload or post to the Services or otherwise submit to Vital Start in various forms certain content, such as reviews, ratings, feedback, questions, comments, and suggestions (collectively, “Feedback”). You acknowledge and agree that if you submit any Feedback to us, you grant Vital Start a non-exclusive, worldwide, perpetual, irrevocable, fully paid, royalty-free, sublicensable, and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon, and otherwise exploit the Feedback for any purpose. Vital Start will be entitled to unrestricted use of the Feedback for any purpose whatsoever, commercial, or otherwise. You will not obtain any rights in or to any form, media, or technology incorporating any of your Feedback.
You further agree that you will not submit to Vital Start any information or ideas that you consider to be confidential or proprietary. You are solely responsible for your Feedback and assume all risks associated with your Feedback, including any reliance on its accuracy, completeness, or usefulness by others, or any disclosure of Feedback that personally identifies you or a third party. Vital Start cannot guarantee any confidentiality with respect to any user Feedback.
Vital Start has the right (but not the obligation) to review any Feedback and to investigate and/or take appropriate action against you in our sole discretion if you violate these Terms or otherwise create liability for us or any other person.
You are solely responsible for any Feedback you post, display, or transmit via the Services. Vital Start does not control, endorse, or approve, and is not responsible for, any such Feedback posted or delivered to or through the Services. Vital Start is not obligated to pre-screen Feedback and does not regularly review, monitor, delete, or edit Feedback delivered to or through the Services. Vital Start may choose, in its sole discretion, to review, monitor, delete, or edit any such Feedback.
You agree that any Feedback or communications made by you will not contain:
- Any personally identifying details of any other person without their express written consent.
- Any advertisement, promotional materials, spam, surveys, or contests without Vital Start’s express prior written consent.
- Any conduct, material, or links to material that could be considered harmful, obscene, pornographic, indecent, violent, abusive, profane, insulting, threatening, harassing, degrading, intimidating, racist, bigoted, hateful, or otherwise objectionable.
- Any statement or content that harasses, threatens, intimidates, or stalks another party.
- Any expressions of bigotry, racism, hatred, or profanity.
- Any defamatory, false, or libelous material.
- Information that promotes illegal activities.
- Content that infringes or violates any intellectual property or other rights of any person or entity.
- Information that is false or misleading, including content or statements that impersonate another person or entity, adopt a false identity, manipulate or forge identifiers, or otherwise disguise the origin of any posting.
SECTION 19: ACCOUNT TERMINATION
If you breach any of these Terms, Vital Start may suspend or disable your Account or terminate your access to the Services without prior notice to you. There may be other instances where Vital Start may need to terminate your access to the Services that are not related to any of your actions or inactions. Vital Start reserves the right to terminate your access to and use of the Services and materials at any time, with or without cause.
If you wish to terminate your Account, please contact Vital Start at email@example.com, immediately discontinue your use of the Services, and delete all files associated with the Services from your computer or mobile device.
SECTION 20: DISPUTE RESOLUTION – ARBITRATION
**PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS**
Applicability. All claims and disputes that you may have with Vital Start about these Terms or the Services (collectively, a “Dispute”) that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis. This dispute resolution provision applies to you and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries. This dispute resolution provision survives expiration or termination of these Terms for any reason.
Notice and Information Dispute Resolution. Before you may seek arbitration, you must first send Vital Start a written notice of dispute (“Notice”) describing the nature and basis of the claim or dispute, and the required relief. The Notice must be sent to Vital Start at firstname.lastname@example.org. After the Notice is received, you and Vital Start will attempt to resolve the Dispute informally. If resolution does not occur within thirty (30) calendar days after the Notice is received, either party may begin an arbitration proceeding.
Small Claims Court. You may bring an individual action in small claims court if the Dispute meets all the requirements to be heard in small claims court.
Binding Arbitration. YOU AGREE TO RESOLVE ALL DISPUTES BETWEEN YOU AND VITAL START IN INDIVIDUAL BINDING ARBITRATION IF THE DISPUTE CANNOT BE RESOLVED BY INFORMAL NEGOTIATION OR IN SMALL CLAIMS COURT. THIS INCLUDES, BUT IS NOT LIMITED TO, ANY CLAIMS ARISING OUT OF OR RELATED TO THE SERVICES AND/OR THESE TERMS.
Arbitration is a proceeding before a neutral arbitrator instead of before a judge or jury. You understand that you are giving up the right to litigate (or participate in as a party or class member) all Disputes in court before a judge or jury. Instead, all Disputes will be resolved before a neutral arbitrator. Any court with jurisdiction over the parties may enforce the arbitrator’s award. IF APPLICABLE LAW DOES NOT ALLOW BINDING ARBITRATION TO APPLY TO YOU, THE ABOVE PROVISION WILL APPLY TO YOU TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
Arbitration shall be initiated through and conducted by the American Arbitration Association (the “AAA”). If the AAA is not available, the parties shall select a different alternative dispute resolution provider. The arbitration will be governed by the AAA Consumer Arbitration Rules available online at http://www.adr.org. The arbitration will be conducted by a single, neutral arbitrator. Any Disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. You agree to commence arbitration only in your county of residence or in Philadelphia, Pennsylvania. You may request a telephonic or in-person hearing by following the applicable AAA rules.
In a Dispute involving $10,000 or less, any hearing will be telephonic unless the arbitrator finds good cause to hold an in-person hearing instead. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The arbitrator may award the same damages, injunctive relief, or declaratory relief to you individually as a court could. The arbitrator may award relief only in favor of the individual party, and only to the extent required to satisfy that party’s individual claim. Each party shall bear its own costs (including attorneys’ fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the alternate dispute resolution provider.
This dispute resolution provision does not prevent you from bringing your Dispute to the attention of any federal, state, or local government regulators or agencies that the law allows to seek relief.
Claims Not Subject to Arbitration. This dispute resolution provision does not apply to claims of infringement or other misuse of intellectual property rights, including such claims seeking injunctive relief, which may be brought in any court of competent jurisdiction.
Emergency Equitable Relief. Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this dispute resolution provision.
Timing. To the extent permitted by law, any Dispute must be filed within one (1) year in small claims court, or in an arbitration proceeding. The one (1) year period begins when the Dispute first could be filed, or the Notice first could be given to Vital Start. If a Dispute isn’t filed within one (1) year, it’s permanently barred.
Class Action Waiver. YOU AND VITAL START AGREE THAT ANY PROCEEDINGS TO RESOLVE OR LITIGATE ANY DISPUTE BETWEEN YOU AND VITAL START IN ANY FORUM WILL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS. YOU AND VITAL START AGREE NOT TO BRING OR PARTICIPATE IN ANY CLASS ACTION, REPRESENTATIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, WHISTLE BLOWER ACTION, OR IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE ARBITRATION, EVEN IF THE AAA RULES WOULD OTHERWISE ALLOW ONE. NO ARBITRATION OR PROCEEDING WILL BE COMBINED WITH ANOTHER WITHOUT THE PRIOR WRITTEN CONSENT OF ALL PARTIES TO ALL AFFECTED ARBITRATIONS OR PROCEEDINGS. IF APPLICABLE LAW DOES NOT ALLOW A WAIVER OF CLASS ACTION PROCEEDINGS TO APPLY TO YOU, THE ABOVE PROVISION WILL APPLY TO YOU TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. You and Vital Start also agree not to seek to combine any action or arbitration with any other action or arbitration without the consent of all parties to these Terms and all other actions or arbitrations. A court has exclusive authority to rule on any claim or argument that these Terms permit class, collective, or representative arbitration.
SECTION 21: GENERAL CONTRACT TERMS
Governing Law. All matters arising out of or relating to these Terms or the Services will be governed and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to its conflict of law principles. You consent to the exclusive jurisdiction of the state and federal courts located in Philadelphia, Pennsylvania with respect to any action arising in connection with these Terms or the Services.
Assignment. You may not assign or transfer these Terms, by operation of law or otherwise, without Vital Start’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Vital Start may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns.
Notices. Any notices or other communications permitted or required under these Terms, including those regarding modifications to these Terms, will be in writing and given: (i) by Vital Start via email (in each case to the address that you provide); and/or (ii) by posting to the Vital Start website or platform. For notices made by email, the notice will be effective as of the date the notice is first transmitted. You agree that any notice received from Vital Start electronically satisfies any legal requirement that such notice be in writing. YOU ALONE ARE RESPONSIBLE FOR ENSURING THAT YOUR EMAIL ADDRESS ON FILE WITH VITAL START IS ACCURATE AND CURRENT, AND NOTICE TO YOU SHALL BE DEEMED EFFECTIVE UPON THE SENDING OF AN EMAIL TO THE ADDRESS WE HAVE ON FILE.
You shall give any notice to Vital Start by email to: email@example.com. Notice to Vital Start shall be effective upon receipt of notice by Vital Start.
No Inadvertent Waiver. The failure of Vital Start to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Vital Start.
Severability. If any provision of these Terms is determined to be invalid, illegal, or unenforceable, the remaining provisions of these Terms remain in full force, provided that the essential terms and conditions remain valid, binding, and enforceable and the economic and legal substance of the transactions contemplated by these Terms are materially preserved.
Remedies. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under this Terms or otherwise. If, for any reason, a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of these Terms will remain in full force and effect.
Changes. Vital Start may revise these Terms or the Services, or stop providing the Services, at any time and without notice to you. Vital Start encourages you to review these Terms frequently (the date of the most recent revision to these Terms appears at the top of these Terms). Your continued access to or use of the Services after such posting constitutes your consent to be bound by the Terms, as amended.
Contact. For questions regarding these Terms or the Services, please contact Vital Start at firstname.lastname@example.org.