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Welcome and thank you for your interest in Vitality Blueprint! These Terms of Use (the“Agreement”) describe the terms and conditions applicable to your use of vitalityblueprint.com(the “Site”), including the Vitality Blueprint mobile application (the “Mobile App”) (collectively,the “Services”). The Site and Mobile App are owned and operated by Vitality Blueprint, Inc.,“VB”).
In this Agreement, we refer to ourselves as “VB” or “us” or “we”; we refer to you as “you” or“Customer.” VB and Customer are referred to in this Agreement individually as a “Party” andcollectively as the “Parties.”
By accessing or using the Services, including access of the Site, you intend and expressly agree to be bound by all the terms and conditions of this Agreement and the Privacy Policy, which is incorporated by reference. If you do not agree to these terms and conditions, you may not use the Services.
VB grants you a limited license to access the Site subject to this Agreement. If you choose to subscribe to and use the Site or Mobile App, VB further grants you a license to access and use the Services, subject to and conditioned upon your compliance with this Agreement, the Privacy Policy, and any other rules and requirements communicated to you by VB, including your paymentof any applicable fees. You acknowledge and agree that VB may modify, update, and otherwise change the Services at any time and in its sole discretion.
You represent and warrant that you are at least 18 years of age and have the legal authority toaccept this Agreement on your behalf or on behalf of any party you represent. You alone areresponsible for your activities and interaction with the Services.
You shall not use the Services for any purposes beyond the scope of the access granted in thisAgreement. You shall not at any time, directly or indirectly, and shall not permit any third-party to: (i) copy, modify, or create derivative works of the Services, in whole or in part; (ii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access toany Mobile App component of the Services, in whole or in part; or (iii) use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person (including but not limited to web scraping), or that otherwise violates any law, regulation, or other legal requirement.
Purchases are intended for you as the end user only and are not authorized for resale,without VB’s express authorization. We reserve the right to refuse or cancel your order if wesuspect you are purchasing Services for resale.
Except for the limited license to access the Site and Mobile App identified above, youacknowledge that nothing contained in this Agreement shall be construed as granting orconferring, by implication, estoppel, or otherwise, any right, title, or interest to any intellectualproperty, including any (i) inventions (whether patentable or not in any country), patents, patent applications, invention disclosures,improvements, trade secrets, proprietary information, know how, information, or technical data;(ii) copyright protected works, copyright registrations, mask works, mask work registrations, orapplications in the United States or any foreign country; (iii) trademarks, trademark registrations,service marks, logos, or applications therefor in the United States or any foreign country; (iv)trade secrets; or (v) any other tangible or intangible proprietary rights anywhere in the world.
You acknowledge and agree that at times the Services may be inaccessible or inoperable for any reason whatsoever, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which VB may undertake from time to time without notice to you; or (iii) causes which are beyond the control of VB or which are not reasonably foreseeable.
Notwithstanding anything to the contrary in this Agreement, VB may temporarily suspend accessto the Services provided to you and any other third-party for security purposes, to prevent illegalor fraudulent activity, to comply with the requests of any legal agency or government entity, or ifyou violate the Agreement or the Privacy Policy.
VB may from time to time and in its sole discretion engage other service providers to assist in the performance of the Services, such as web hosting providers, payment processors, and other third-parties. You shall abide by the terms of use and other requirements associated with the services provided by such third-parties in connection with the Services.
You acknowledge that you are solely responsible and liable for your use of the Services, directly or indirectly, including understanding whether such access or use is permitted by or in violation of this Agreement. You are further solely responsible for compliance with all applicable laws relating to your use of the Services. You shall further use the Services solely for lawful purposes, and shall conduct all business through the Services in accordance with all applicable laws and regulations, including but not limited to all applicable federal and state laws and regulations governing the offer and sale of securities, money laundering, and counter-terrorism.
You alone are responsible for ensuring and maintaining that you are able to access and use theServices, including by securing your own compatible hardware, Mobile App, internet access,security Mobile App, backup devices or services, and any other requirements. VB shall have noresponsibility to provide any additional Mobile App or hardware. You further agree that VB shallhave no responsibility for any data loss or other damage or loss suffered in connection with youruse of the Services, including any failure to provide adequate security or backup devices orservices.
You are responsible for ensuring VB has accurate and current information for your Customer account, including current contact and payment information. You are further responsible for regularly reviewing the associated Customer email account for any communications from VB.
If you are provided with a username, password, credentials file, or any other piece of information as part of any security procedure (“Credentials”), you must treat such information as confidential, and must not disclose Credentials to any other person or entity. You acknowledge that your account and Credentials are personal to you, and further agree not to provide any other person with access to the Services or portions of the Services using your username, password, or other security information. You shall notify VB immediately of any unauthorized access to or use of your.
Credentials or any other breach of security. VB has the right to disable any username, password, credentials file, or other identifier at any time, whether chosen by you or provided by VB.
VB shall make commercially reasonable efforts to provide adequate support services for theServices. Notwithstanding the foregoing, this Agreement does not entitle you to any guaranteedlevel, availability, or turnaround time of support services for the Services.
Paid Services include the Services, which may be one-time purchases or automatically renewingsubscription services (“Paid Services”), including our Site and Mobile App (“Subscriptions”). Wemay make changes to, suspend, or discontinue Paid Services at any time for any reason, and VBreserves the sole discretion to determine which Services or portions thereof require payment.
You agree to pay all applicable fees for Paid Services including, without exclusion, any monthlysubscription fees, user fees, and offering fees and any other fees, charges, or costs that youagree to purchase as part of the Paid Services during the checkout process (“Fees”). You agree topay all Fees and all applicable taxes incurred prior to termination or cancellation of theAgreement.
You authorize VB to charge your designated payment method for Paid Services. By providing an acceptable payment method, you represent and warrant that you are authorized to use the designated payment method and that you authorize us or our third-party payment processor to charge your payment method for the total amount of your purchase, including any applicable taxes and other charges. If the payment method cannot be verified, is invalid, or is otherwise not acceptable, your Paid Service may be suspended or canceled. You must resolve any problem we encounter in relation to the payment method you provide in order to proceed with your use of the Service. If you accept a promotional offer or make changes to your Paid Services, the Fees, taxes, and amounts billed may vary. Billing amounts may also vary due to changes in applicable taxes or currency exchange rates. You authorize us or our third-party payment processor to charge your payment method for the corresponding amount. Refunds will not be issued unless required by law. This payment obligation shall survive termination or cancellation of this Agreement for any reason whatsoever.
If you choose to finance a purchase through our third-party payment processor and one or more items in your order has an extended ship date, your loan payment(s), including interest, may be due before we ship all of the items. Please note that you may not receive a rebate of any interest that may have already accrued on an amount that is later refunded.
Certain Paid Services are subscription-based purchases, to which the following terms apply:
Your Subscription term may vary as a continuous, monthly, or annual term (“Subscription Term(s)”), as described in the course of purchasing the Paid Services. Your Subscription will auto-renew for additional Subscription Terms until your Subscription is cancelled by you, or suspended or terminated by VB. Unless otherwise indicated by us, your designated payment method will be charged prior to, or at the beginning of, each Subscription Term for the Subscription fee plus any applicable taxes and other charges. Before charging you for a Subscription Term, we will notify youof the applicable fees, and the renewal will occur at the price then in effect for the Paid Service.
You may cancel your Subscription at any time. Your cancellation will take effect at the end of the current Subscription Term. To cancel your subscription and automatic payment, click on the “Cancel Account” button from your account screen or contact our team by visiting support.Vitalityblueperint.com and submitting a ticket. Cancellation does not entitle you to the refund of any previously paid Fees and you will not receive a prorated refund for the remainder of the Subscription Term. In the event you cancel your Subscription, note that we may still send you promotional communications, unless you opt out of receiving those communications by following the unsubscribe instructions provided in the communications.
When you cancel a Subscription, you cancel only future charges for your Subscription. You will not receive a refund for the current Subscription Term you paid for, but you will continue to have full access to that Subscription until the end of that current Subscription Term. At any time for any reason, we may provide a refund, discount, or other consideration (“credits”) to some or all of our users. The amount and form of such credits, and the decision to provide them, are at our sole and absolute discretion. The provision of credits in one instance does not entitle you to credits in the future for similar instances, nor does it obligate us to provide credits in the future.
If you reside outside the United States and change your mind about your purchase, you may be entitled to receive a full refund within fourteen (14) days (the “Cooling-Off Period”), provided that you have not logged in or otherwise redeemed or started to use the Services as a subscriber during the Cooling-Off Period.
From time to time, we may offer free trials of certain Subscriptions for specified periods of time without payment. Prior to starting your free trial we will notify you of the applicable Subscription fees that will be charged at the expiration of your free trial. Unless you cancel your Subscription prior to the end of your free trial by taking the steps outlined above, when your free trial ends, we or our third-party payment processor will bill your designated payment method on a recurring basis for your Subscription fee, plus any applicable taxes and other charges, for as long as your Subscription continues. You must cancel your Subscription before the end of your free trial period to avoid any charges. Instructions for canceling your Subscription are described above.
Your payment information will be processed and stored through a third-party payment processor. All paid account holders must maintain at least one valid payment method for payment of Fees, which are described in more detail during checkout. All Fees are calculated and billed to you on a monthly or annual basis depending upon your choice, and are due immediately upon receipt and are subject to change. You acknowledge that Fees have a recurring payment feature and you accept responsibility for all recurring charges prior to cancellation. Fees shall be charged or debited from the saved, designated payment method you provide one day prior to the monthly or yearly anniversary of the initial purchase date.
In the event that you have not logged in or otherwise used the Services for six (6) months or longer following purchase or receipt of a Product during a free trial, we reserve the right to terminate your subscription, cancel any pending purchase(s), and refund you the purchase price ofthe Product only. You will not be entitled to a refund for the value of the Subscription during the free trial.
VB reserves the right to adjust the Fees for our Paid Services, or any features or parts of our Paid Services, at any time. You acknowledge that VB may change the Fees for Paid Services at any time. In the event of such a change, VB will provide notice to you via the email address associated with your account at least thirty (30) days in advance of the effective date of the change. Your continued use of the Services indicates your acceptance of any changes to the Fees. You are solelyresponsible for all applicable taxes, and will be charged for taxes when required by law.
VB may collect and process information regarding your usage of the Services. You consent to VB’scollection and use of such information, as well as the sharing of such information with third-partyservice providers for purposes of providing, marketing, and improving the Services, and any other reason described in the Privacy Policy. All personal information collected by VB is treated inaccordance with the Privacy Policy.
By agreeing to the terms and conditions in this Agreement and providing your contact information to VB, you give your express consent to allow VB, its affiliates, and agents to contact you from time to time at any mailing address, phone number, or email address you provide to VB. Your consent means you agree to be contacted by VB and its service providers via phone, email, text message, or other means for any purpose, including but not limited to notifications related to the Services and your account, subscriptions, purchases, available upgrades, billing and payment processing issues, and telemarketing communications. Such authorized communications may include use of automated dialing technology or the use of pre-recorded messages. You are responsible for any charges that may be billed to you by your service provider(s) when we contact you. You further acknowledge that your consent to the foregoing is not a condition of using the VB Services, and if you do not wish to consent, you may contact us and request to be placed on a do not contact list, or you may opt out any time using the opt-out mechanism provided in any such communications.
VB disclaims all liability under this Agreement for any information you provide to VB that mayconstitute electronic patient health records or similar information supplied by you or an enduser, notwithstanding anything to the contrary in this Agreement or as otherwise required byany applicable federal, state, or international laws, rules, or regulations.
Vitality Blueprint, and VB are trademarks of Vitality Blueprint, Inc. VB Content, VB features and Services, and our underlying technology are or may be protected by copyright, trademark, patent, intellectual property, and other laws of the United States and foreign countries. All rights reserved.You are not granted, by implication or otherwise, any license or right to use any marks appearing on, or used or displayed in connection with, the Services (“Trademarks”). The Services may also contain or refer to third party trademarks, trade names, product names, and logos that may be registered trademarks of their respective owners. Under no circumstances may you use or copy any of the Trademarks. Nothing herein should be construed as granting any license or right to use any Trademarks displayed in connection with the Services without VB’s express written permission.
All content provided in association with the Services and this Agreement, including, but not limitedto, the Site, the Product, the Mobile App, all text, graphics, user interfaces, visual interfaces,photographs, images/video, electronic art, sounds/audio, data, communications programs,executable code, computer code, and data (collectively, “Content”) formatted, organized, andcollected in a variety of forms, including design, structure, selection, coordination, expression, “look and feel,” arrangement, layouts, pages, screens, and databases of such Content, containedin the Content, Services, and underlying technology, and any and all other copyright-protectedwork associated with the Services (“Copyrighted Works”), are exclusively owned, controlled, orlicensed by or to VB and are protected by U.S. and international copyright laws. You agree you willnot directly or indirectly copy, reproduce, modify, create derivative works from, distribute, orpublicly display the Copyrighted Works without the prior express written permission of VB.
If you provide any communications or materials to VB by mail, email, telephone, or otherwise, suggesting or recommending changes to the Services, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), VB is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. VB is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although VB is not required to use any Feedback.
VB respects the intellectual property rights of others and it is our policy to expeditiously process and review notices of claimed infringement of copyright or other applicable intellectual property laws. Any notices of claimed infringement should be sent to VB’s Designated Agent at legal@Vitalityblueprint.com, and must contain all of the following: (i) a signature (physical or electronic) of the copyright owner or a person authorized to act on behalf of the copyright owner; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of the material that you claim is infringing and is to be removed or have access to same disabled, and information sufficient to permit VB’s administrators to locate the material; (iv) information sufficient for us to contact you, such as address, telephone number, and email address; (v) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate and, under penalty of perjury, that you are the copyrightowner or are authorized to act on behalf of the owner of a copyright that is allegedly infringed.
THE SERVICES ARE PROVIDED TO YOU “AS IS WITH ALL FAULTS” AND “AS AVAILABLE” WITHOUTWARRANTY OF ANY KIND, AND VB AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS,EMPLOYEES, REPRESENTATIVES, AGENTS, PARTNERS, AND LICENSORS HEREBY DISCLAIM ALLWARRANTIES AND CONDITIONS WITH RESPECT TO THE SERVICES WHETHER EXPRESS OR IMPLIED ANDEXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR APARTICULAR PURPOSE, SATISFACTORY QUALITY, AND NON-INFRINGEMENT. VB DOES NOT WARRANTAGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SERVICES, THE AVAILABILITY OF CONTENT,THAT THE FUNCTIONS CONTAINED IN THE SERVICES WILL MEET YOUR REQUIREMENTS, THAT THESERVICES WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, THAT THE OPERATION OFTHESERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS IN THE SERVICES WILL BECORRECTED, OR THAT THE FUNCTIONS CONTAINED IN THE SERVICES WILL FUNCTION WITH OTHERMOBILE APPS OR HARDWARE, OR WITHIN A SYSTEM. NO ORAL OR WRITTEN INFORMATION OR ADVICEGIVEN BY VB OR AN VB AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SOMEJURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ONAPPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION MAY NOT APPLY.
If your local law in effect at the time of purchase requires a warranty period longer than one (1) year, this warranty shall be extended to the extent required by such law. Within the warranty period, VB shall repair or replace at no charge to you any components of the Product that fail the limited warranty provided. You shall be responsible for any related transportation charges. Replacement products may be new or refurbished at our discretion. This limited warranty does notapply to (i) normal wear and tear, including scratches and dents; (ii) consumable parts included in the Product, such as batteries, unless product damage has occurred due to a defect in materials orworkmanship; (iii) damage resulting from your failure to use the Product in accordance with the instructions or available at the website; (iv) damage resulting from an accident, flood, fire, misuse,or abuse; (v) damage resulting from service performed, by anyone not authorized by VB; or (vi) use of the Product with any application or software other than the Mobile App.
IN NO EVENT WILL VB, ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES,REPRESENTATIVES, AGENTS, PARTNERS, AND LICENSORS BE LIABLE FOR DAMAGES OF ANY KIND,UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE,THE SERVICES OR ANY CONTENT ASSOCIATED WITH THE SERVICES, OR SUCH OTHER SITES OR ANYSERVICES OR ITEMS OBTAINED THROUGH THE SERVICES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL,INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONALINJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OFBUSINESS OR ANTICIPATED SAVINGS, LOSS OF BUSINESS OPPORTUNITY, BUSINESS INTERRUPTION,LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDINGNEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. THESE EXCLUSIONS ORLIMITATIONS WILL APPLY REGARDLESS OF WHETHER OR NOT VB HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDERAPPLICABLE LAW. TO THE EXTENT LIABILITY CANNOT BE EXCLUDED OR LIMITED AS SET FORTH ABOVE, INNO EVENT SHALL VB BE LIABLE FOR ANY CLAIM, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, IN EXCESS OF $100.
THE SERVICES ARE NOT MEDICAL CARE AND YOU EXPRESSLY AGREE THAT THE SERVICES DO NOTINVOLVE THE PROVISION OF MEDICAL CARE BY VB. THE SERVICES ARE NOT INTENDED TODIAGNOSE, TREAT, CURE, OR PREVENT ANY DISEASE OR MEDICAL CONDITION. THE SERVICESARE FOR INFORMATIONAL PURPOSES ONLY AND CANNOT REPLACE THE SERVICES OFPHYSICIANS OR MEDICAL PROFESSIONALS.
THE SERVICES, INCLUDING ALL INFORMATION, TEXT, PHOTOGRAPHS, IMAGES, ILLUSTRATIONS,GRAPHICS, AUDIO, VIDEO, AND AUDIO-VIDEO CLIPS, AND OTHER MATERIALS, WHETHER PROVIDEDBY USOR THIRD PARTIES, IS NOT INTENDED TO BE AND SHOULD NOT BE USED IN PLACE OF (a) THE ADVICE OF YOUR PHYSICIAN OR OTHER MEDICAL PROFESSIONALS, (b) A VISIT, CALL, OR CONSULTATION WITH YOURPHYSICIAN OR OTHER MEDICAL PROFESSIONALS, OR (c) INFORMATION CONTAINED ON OR IN ANY PRODUCT PACKAGING OR LABEL.
SHOULD YOU HAVE ANY HEALTH-RELATED QUESTIONS, PLEASE CALL OR SEE YOUR PHYSICIAN OR OTHERMEDICAL PROVIDER PROMPTLY. SHOULD YOU HAVE AN EMERGENCY, CALL YOUR PHYSICIAN OR 911IMMEDIATELY. YOU SHOULD NEVER DISREGARD MEDICAL ADVICE OR DELAY IN SEEKING MEDICALADVICE BECAUSE OF ANY INFORMATION PRESENTED ON THE SERVICES, AND YOU SHOULD NOT USE THE SERVICES OR ANY INFORMATION PROVIDED IN THE SERVICES FOR DIAGNOSING OR TREATING A HEALTHPROBLEM. THE TRANSMISSION AND RECEIPT OF SERVICES, IN WHOLE OR IN PART, OR COMMUNICATIONVIA THE INTERNET, EMAIL, OR OTHER MEANS DOES NOT CONSTITUTE OR CREATE A DOCTOR-PATIENT,THERAPIST-PATIENT, OR OTHER HEALTHCARE PROFESSIONAL RELATIONSHIP BETWEEN YOU AND VB.
You should always consult a physician before making any changes to your sleep or activity based on information provided through the Services, or if you have any questions regarding a medical condition. VB is not responsible for any health problems that may result from information you learn about through the Services. If you make any change to your sleep or activity based on the Services, you agree that you do so fully at your own risk. It is important to be sensitive to your body's responses. For example, if you feel unexpected, repeating, or long-term pain, or fatigue or discomfort due to having made changes to your sleep or activity, it is recommended that you consult a physician before continuing with such changes. The information in the Services may be misleading if your physiological functions and responses differ significantly from population averages due to medical conditions or rare natural differences.
The Services may provide links to other websites maintained by third parties. You acknowledge and agree that such links are provided for your convenience only and do not reflect any endorsement, affiliation, relationship, or sponsorship by VB with respect to the provider of such linked site or the quality, reliability, or any other characteristic or feature of such linked site. You further acknowledge and agree that VB is not responsible in any manner (including without limitation with respect to any loss or injury you may suffer) for any matter associated with the linked site, including without limitation, the content provided on or through any such linked site or your reliance thereon. In addition, you should be aware that your use of any third party site is subject to the terms and conditions applicable to that site, including the privacy policies (or lack thereof) of such site. If a third party links to the Services, it is not necessarily an indication of endorsement, affiliation, relationship, or sponsorship by or with VB. VB may not even be aware that a third party has linked to the Services.
Any other content not owned by VB is owned by its respective owner. You acknowledge and agree that such content is provided by its owner and does not reflect any endorsement, affiliation, relationship, or sponsorship by VB with respect to the provider of such content. You further acknowledge and agree that VB is not liable or responsible in any manner (including without limitation with respect to any loss or injury you may suffer) for any content provided by third parties including, without limitation, your reliance thereon. VB MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD PARTY CONTENT.
You agree to indemnify, hold harmless, and defend VB, its subsidiaries, affiliates, officers,directors, employees, representatives, agents, partners, licensors, successors, and assigns, fromand against any action, cause, claim, damage, debt, demand, or liability, including reasonablecosts and attorneys’ fees, asserted by any person, arising out of or relating to (i) your use of theServices, including but not limited to anyone using your account or Credentials; (ii) breach of thisAgreement by you or anyone using your account or Credentials; (iii) any information used, stored,or transmitted in connection with your account or Credentials; (iv) breach of the rights of any thirdparty, including but not limited to privacy, publicity, intellectual property, or other proprietaryrights by you or anyone using your account or Credentials; or (v) violation of any law, regulation,or other legal requirement.
Under California Civil Code Section 1789.3, California users of the Services are entitled to the following specific consumer rights notice:
The Complaint Assistance Unit of the Division of Consumer Services of the California Department ofConsumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at (800) 952-5210.
This Agreement shall continue in full force until terminated or cancelled pursuant to this Agreement.
VB shall have the right to terminate this Agreement (i) for any reason whatsoever by providing thirty (30) days’ notice to you; (ii) immediately for your material breach of this Agreement, other than non-payment of Fees; or (iii) for non-payment of Fees. Notwithstanding the foregoing, VB reserves the right, in its sole discretion and without notice, at any time and for any reason, to remove, modify, suspend, or disable access to all or any portion of the Services.
You may terminate the Agreement for any reason whatsoever by providing thirty (30) days’notice to VB by visiting support.vitalityblueprint.com and submitting a ticket. You shall beresponsible for all Fees incurred prior to and during the notice period.
Sections titled Precautions, Intellectual Property Rights, Data and Communications, Indemnification,Warranty Disclaimer, Limitation of Liability, Governing Law, Forum; Mandatory BindingArbitration; Class Action Waiver, and payment obligations for Fees incurred prior to and duringany notice period shall survive termination of this Agreement for any reason whatsoever.
If you are a U.S. federal government department or agency or are contracting on behalf of suchdepartment or agency, Services are “Commercial Items” as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer SoftwareDocumentation,” as those terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202. Consistentwith 48 C.F.R. §12.212 or 48C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Service is licensed to you with only those rights as provided under the terms and conditions of this Agreement.
You will not directly or indirectly export or re-export the Services, or any technical informationrelated thereto, to any destination or person prohibited or restricted by applicable law,including, without limitation, all applicable U.S. export control laws and regulations.
Any action related to this Agreement, the Services, and your relationship with VB shall be governed by, construed, and interpreted in accordance with the laws of the State of Texas without regard to its conflict of laws principles AND WILL SPECIFICALLY NOT BE GOVERNED BY THE UNITED NATIONS CONVENTIONS ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, IF OTHERWISE APPLICABLE.
You agree to resolve any disputes or claims arising out of or related to this Agreement or the Services through final and binding arbitration by a single arbitrator. This includes disputes arising out of or relating to interpretation or application of this “Mandatory Arbitration Provision” section, including its enforceability, revocability, or validity. Notwithstanding the foregoing, either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Services, orviolation of any intellectual property. Subject to the Mandatory Arbitration Provision, the parties irrevocably consent to bring any action to resolve or enforce claims arising under or relating to thisAgreement in the federal or state courts in Houston, Texas, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Except to the extent prohibited by applicable law, the parties agree that any claim or cause of action arising out of or related to use of the Services or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.
This provision shall not apply to consumers in countries that require agreements to be governed by the local laws of the consumer's country. The English language shall govern all documents, notices, and interpretations of these Agreement. You also agree to waive any right to assert any claims against VB as a representative or member in any class or representative action, except where such waiver is prohibited by law or deemed by a court of law to be against public policy.
You acknowledge that VB has the right to monitor use of the Services to ensure compliance with the Agreement.
No waiver of any term, provision, or condition of this Agreement, whether by conduct orotherwise, in any one or more instances, shall be deemed to be, or shall constitute, a waiver ofany other term, provision, or condition hereof, whether or not similar, nor shall such waiver constitute a continuing waiver of any such term, provision, or condition hereof. No waiver shall bebinding unless executed in writing by the party making the waiver.
You may not assign this Agreement to any other party and any attempt to do so is void.If any provision of this Agreement is determined to be illegal or unenforceable, then such provisionwill be enforced to the maximum extent possible, and the other provisions will remain fully effective and enforceable.
This Agreement and the Privacy Policy constitute the complete and exclusive statement of theagreement between you and VB regarding the Services, and supersedes any and all prior orcontemporaneous communications, representations, statements, and understandings, whetheroral or written, between the parties.
In case of any conflict between the terms of this Agreement and the terms of the Privacy Policy, the terms of this Agreement shall prevail.
VB reserves the right to update this Agreement and/or the Privacy Policy at any time and for anyreason in its sole discretion by posting updated terms. Unless otherwise indicated by VB, anychanges will become effective on a prospective basis from the date of posting. VB will notify youof any material changes to the Agreement or Services. By continuing to access or use the Servicesafter we have provided you with notice of a modification, you are agreeing to be bound by themodified Agreement. If the modified Agreement is not acceptable to you, your only recourse is tocease using the Services. VB and its third-party service providers may make improvements and/orchanges in the Services, features, and prices described at any time and for any reason in its solediscretion. VB reserves the right at any time to modify or discontinue, temporarily or permanently,the Services or any portion thereof with or without notice. You agree that VB shall not be liable toyou or to any third party for any modification, suspension, or discontinuance of the Services. In the case of any conflict between the English language version and translations in other languages, the English language will control, unless and except as required by applicable local law.
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