Vital-Side, LLC

Terms of Use Agreement – Vital Side

 

Last Revised on December 02, 2020

This Terms of Use Agreement (“ToU”) is made between Vital-Side, LLC (“Vital-Side,” “we,” “us” or ”our”) and you, the individual choosing to use our online services (“you,” “your,” or the “user”).

Please note that our Privacy Policy is subject to this ToU. There are terms in the Privacy Policy that materially affect how your personal information is stored, accessed, and processed. As such, you should read our Privacy Policy in addition to this ToU.

Services this ToU Covers

Vital-Side is an alternative and holistic health business that offers neuroplasticity based healing programs and informational awareness surrounding chronic illness recovery. We provide online services, including at-your-own-pace information programs, blogs, guidebooks, guided meditations, community forums, virtual group coaching classes, and virtual private coaching classes (the “Services”). This ToU covers all of our Services available through our website www.vital-side.com, general content on our website www.vital-side.com and our social media accounts.

Services This ToU Doesn’t Cover

We love supporting our partners, and to show our appreciation, we occasionally link to their websites and services. When you click on one of these links, you are leaving Vital-Side, and this ToU no longer applies. The way our partners or other third-parties do business is out of our hands, and we assume no responsibility for the content, privacy policies, or practices of any third-party website or service that we link to. It is also important to note that most of our Services are hosted and paid for through third-party platforms (such as Teachable and Shop), and you will be subject to such third-party hosting platform’s service policies.

Acceptance of ToU

We know these ToU’s are extremely boring. However, by purchasing any of our Services and engaging with the www.vital-side.com website or social media accounts, it is implied that you agree to comply and be legally bound by the terms set out in this agreement and our Privacy Policy, which is why you really should stick it out and read the whole thing.

 

Changes to Terms

From time to time, we may need to make changes to this ToU and may do so at any time. The date at the top of this ToU represents when this ToU was last revised. If we make a change to any terms that we believe in our discretion materially affects the way our Services apply to you, we will notify you in advance. It is important to check this ToU from time to time to ensure that you are all caught up to date. By continuing to access or use our Services after a change has occurred, you agree to be bound by our updated ToU.

Conditions Before You Access Our Services

Our Services are not targeted or intended to be used by people under the age of 18. All children between the ages of 13 – 17 must have permission from their parent or guardian before accessing our Services. Additionally, to purchase any of our Services, you must be over the age of 18 and be authorized to use our Services and enter into this ToU if you are acting on behalf of a company.  

User Accounts

Simply here to browse our Services or website, comment on our blog, or purchase a one-off Service? Go right ahead – no account is needed directly with Vital-Side (although you can choose to sign up with third-parties where appropriate such as Teachable, Klarna, and Shop)! However, if you wish to purchase a Vital-Side Membership that gives you access to discounted programs, live virtual group classes, and our community forum, you will be required to create an account with us. To register for an account, you will be required to provide us with personal information such as your email address, name, and password. Any personal information you provide to us will be treated according to our Privacy Policy.

Suspension and Termination of Your Account

  • Involuntary Suspension or Termination of Your Account

Vital-Side will make best efforts to notify you if we have a reason to believe that you have violated this ToU and may issue you a written warning outlining the behavior that we believe is in violation. However, we reserve the right to suspend or terminate your Vital-Side account, prevent access to our Services, and/or remove you from the community forum without warning.

 

  • Voluntary Termination of Your Account

You are free to delete your account at any time voluntarily. Your Vital-Side account may be terminated by requesting via email for Vital-Side to terminate your account manually, and you are also free to leave the community forum at any time. To delete any account created through third-parties such as Teachable and Shop, you will need to reach out to them directly. Deleting your account will mean that you will no longer have access to the membership page or other Services provided by Vital-Side. Vital-Side cannot guarantee that all information that you have previously provided to Vital-Side will be deleted along with your account. We will be sad to see you leave!

 

Single-Use License

Vital-Side grants to each purchaser a single-use personal license for the specific Service they are purchasing. As such, Services are only intended to be used by one person (the purchaser) for personal non-commercial purposes. If you wish to use Services for additional purposes such as third-party educational forums, you must contact us directly to discuss direct licensing options. This license is non-exclusive, meaning that other people will be able to purchase our Services. To be clear, you also cannot resell, lease, duplicate, license, sub-license, redistribute, share, or offer for free any of our Services to any third party, marketplace or public forum.

Pricing and Billing

Vital-Side’s Services are offered on a single purchase basis or subscription basis, depending on the Service being purchased.

  • Single Purchases: All single purcahse payments are due in full upon purchase
  • Subscription Services: Subscription services are set on an automatic, recurring, periodic basis (a “Billing Cycle”). You must request for your subscription to be canceled at least five calendar days before your next Billing Cycle by emailing lindsay@vital-side.com.

You can find the cost of our Services clearly marked on the Service that you are looking at on our website and payment plans are available through the third-party platform Klarna. There may be times when we need to make changes to our pricing; as such advertised prices are not guaranteed until a purchase has been made. If we make a price change to a subscription service, we will provide you with reasonable notice and give you the opportunity to cancel your subscription before the new subscription price comes into effect. We use PCI compliant systems to process credit cards used to purchase Services and are currently using Shop; this means we never personally see or store your credit card information.

Scheduling, Rescheduling, and Cancelling Services

Once a purchase for a Service has been made, you will not be able to cancel your purchase (except for Subscription Services, see above), and Vital-Side will issue no refunds unless we decide in our sole discretion to offer such a refund. If you need to schedule a specific appointment as part of a Service, we will come to a mutually agreeable time for such an appointment. Appointments will not be made until all payments have been received. If you need to reschedule a specific appointment, please give Vital-Side at least forty-eight (48) hours’ notice, or we reserve the right to deem the Services canceled or charge an additional rescheduling fee. All rescheduled consults must occur within sixty (60) business days of the initially scheduled date, or we reserve the right to deem the consult canceled.

Service Availability

We cannot give any assurance that any particular Service will be available or remain available for purchase. We reserve the right to remove Services, change Service content, and cap the number of users permitted to access a Service at any time without notice.

Getting Access to Your Services

Upon purchasing one of our Services, you will receive a confirmation email from Vital-Side with instructions on how to access our Services. If you are having issues getting access, please email us at lindsay@vital-side.com

Community Forum and Group Class Guidelines

Vital-Side allows users to comment on our blog posts and offers for purchase access to a private community forum and private group classes (the “Social Services”). The purpose of these Social Services is to allow for questions to be asked and to facilitate a community.

To ensure that these Social Services are enjoyable for everyone, we have established some ground rules to follow. Vital-Side will not be liable for any content posted or communicated on these Social Services, but we may, as an administrator, delete content or remove users that, in our discretion, we find inappropriate (remember, the internet is forever). 

  • Please don’t:
  • Use the Social Services to spam or send unsolicited commercial posts;
  • Share, upload, copy, distribute, exploit or otherwise make available for commercial use any content that is not solely owned by you or that you have not secured the rights in;
  • Post content or communicate in a way that infringes or violates the rights of any third-party, including, without limitation, any intellectual property rights, rights of privacy, rights in contract, rights of publicity, or rights in confidential information;
  • Post content or communicate in a way that is unlawful, abusive, unfairly critical, defamatory, pornographic or obscene; or
  • Post content or communicate in a way that promotes or incites violence, terrorism, illegal acts, discrimination, or hatred based on race, ethnicity, cultural identity, religious belief, disability, gender, identity, or sexual orientation.

 

  • Please do:
  • Share tips and experiences on how to optimize Vital-Side Services;
  • Give constructive feedback on how Vital-Side can improve our Services;
  • Ask questions about Vital-Side’s programs and training;
  • Be respectful and open-minded;
  • Network and make friends; and
  • Be a nice human!

Confidentiality & Sensitive Information

  • Private Coaching Services: During private coaching services with Vital-Side, we will treat all sensitive and private information as confidential and agree not to share such information with third parties outside of Vital-Side unless necessary under the law or to protect you or others.

 

  • Social Services: Vital-Side encourages all participants in Social Services to treat other people’s information in the same way that you would like for your information to be treated, and not share another’s sensitive or personal information with any third party outside of the group. However, Vital-Side cannot and does not guarantee that information provided during such Social Services will be kept confidential. As such, you understand that any information provided may be subsequently shared with other third-parties.

Any Information collected during Services such as notes and client information is subject to limitations in our Privacy Policy.

Informational Opinion Only

Vital-Side’s Services are strictly informational in nature and are not intended to serve as medical advice. Services and information provided are experimental and only represent the opinions of Vital-Side based on personal experience, the experience of those Vital-Side have worked with, and independent research. We make no guarantees regarding the success of the techniques, tips and advice given as part of our Services, but do highly recommend that you commit a minimum of six months to our Services before deciding whether our Services are right for you.

Assumption of Risk

You acknowledge that the Services provided by Vital-Side may be physically and emotionally strenuous and may result in accident, injury, or worsening of any existing physical or mental impairment. You assume all risks and responsibilities connected with and arising out of your participation in our Services and are solely responsible for consulting with a medical physician and other relevant professionals prior to and regarding participation in any Services to ensure your physical and mental health. If you have any physical, dietary, psychological, or psychiatric impairment before engagement in Services or develop any such impairment during or after engaging in Services, it is your sole responsibility to terminate Services and inform Vital-Side and your medical professional.

Help! I Need Tech Support

We will make reasonable efforts to address technology issues associated with our Vital-Side Services. However, some questions and support requests will need to be resolved through our third-party platforms, and we cannot guarantee that technical issues will be resolved effectively or efficiently.

Intellectual Property

While Vital-Side does not have any individual ownership over the content you share or post within our Social Services, we do retain ownership of all intellectual property in our programs, guides, blogs, website, and any other written provided materials, including copyrights, trademarks, service marks, and patents (including the registered trademark “Vital-Side” and the domain name “www.vital-side.com”). By granting you access to our Services, Vital-Side does not grant or transfer to you any other rights, title or interest, other than a single limited license per this ToU. You also do not have permission to remove or alter any intellectual property notices or Vital-Side branding that may be contained in our Services.

 

Publicity

You grant to Vital-Side a perpetual, worldwide, payment-free, irrevocable license to use, repost, republish and share any public reviews, posts, or commentary posted on any third-party platform (including Instagram, Facebook and Google Reviews) that you make about Vital-Side for our publicity and marketing purposes. Additionally, you allow for us to use anonymized progress reports, commentary and opinions shared in the community forum for marketing and publicity purposes provided such materials do not include personal details or health information.

Copyright Policy

Vital-Side respect’s the intellectual property rights of others. Our policy is to respond to and investigate any claim that content used in connection with our Services infringe on the copyright or other intellectual property rights of any person or entity. If you are a copyright owner or an authorized agent of a copyright owner, and you believe that content on our Services infringes on another copyrighted work, please submit your claim via email to lindsay@vital-side.com, with the subject line: “Copyright Infringement” and include in your claim a detailed description of the alleged infringement. In accordance with 17 U.S.C. 512(c)(3) of the Digital Millennium Copyright Act (DMCA), your claim must include:

  • an electronic or physical signature of the copyright owner or the person authorized to act on behalf of the copyright owner;
  • a description of the copyrighted work that you claim has been infringed, including the URL (i.e., web page address) of the location where the copyrighted work exists or a copy of the copyrighted work;
  • identification of the URL or other specific location on our Services where the material that you claim is infringing is located;
  • your address, telephone number, and email address;
  • a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
  • a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized agent permitted to act on the copyright owner’s behalf.

Please be aware that you may be held accountable for damages (including costs and attorneys’ fees) for misrepresentation or bad-faith claims relating to content that you report as being allegedly infringing in nature.

Representations and Warranties

  • Vital-Side’s Representations and Warranties

VITAL-SIDE’S SERVICES ARE PROVIDED “AS IS” AND “WITH ALL FAULTS.” VITAL-SIDE MAY USE REASONABLE EFFORTS TO CORRECT ERRORS AND OMISSIONS IN OUR SERVICES. HOWEVER, VITAL-SIDE EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TO THE FULLEST EXTENT THAT THE LAW OF THE JURISDICTION PERMITS. VITAL-SIDE DOES NOT WARRANT THAT USE OF VITAL-SIDE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT DATA WILL NOT BE LOST. VITAL-SIDE IS NOT RESPONSIBLE FOR ENSURING THAT YOU COMPLY WITH THIS TOU AND WILL NOT BE LIABLE FOR ANY ACTIONS THAT RESULT FROM YOUR NON-COMPLIANCE. VITAL-SIDE DOES NOT GUARANTEE ANY LEVEL OF SUCCESS WILL BE ACHIEVED BY YOUR USE OF OUR SERVICES. VITAL-SIDE’S SERVICES ARE INFORMATIONAL ONLY, AND YOU ACKNOWLEDGE THAT VITAL-SIDE HAS NOT AND WILL NOT RENDER ANY MEDICAL SERVICES TO YOU, INCLUDING WITHOUT LIMITATION, MEDICAL DIAGNOSIS OF ANY PHYSICAL OR PSYCHIATRIC CONDITION.

 

  • User Representations and Warranties

By using Vital-Side’s Services, you represent and warrant that:

  • You suffer from no physical, dietary, psychological, or psychiatric impairment that would limit your ability to participate in the Services or render you more susceptible to injury through participation in the Services and will inform Vital-Side if any such impairment occurs during or as a result of your engagement with the Services, and immediately terminate your engagement with our Services if such impairment occurs;
  • You have sought appropriate medical advice before engaging in our Services;
  • You are free to enter into and comply with this ToU and are not under any disability, restriction, or prohibition, contractual or otherwise, that prevents you from entering into this ToU;
  • You have read and agree to this ToU and our Privacy Policy and will not use Vital-Side’s Services for any fraudulent or inappropriate purpose or in a way that violates our policies;
  • You will not try to reverse engineer our website or software to circumvent our single-use license, non-downloadable content, or otherwise access content in a way that is inconsistent with this ToU; and
  • You will not violate our intellectual property rights in our Services licensed to you under this ToU.

 

Limitation of Liability

IN NO EVENT WILL VITAL-SIDE BE LIABLE FOR ANY CONTENT THAT YOU UPLOAD ONTO OUR SERVICES, THIS INCLUDES ANY CLAIMS ARISING AS A RESULT OF OBSCENE, NEGATIVE OR DEFAMATORY CONTENT, YOUR FAILURE TO PROVIDE ACCURATE OR COMPLETE INFORMATION, YOUR FAILURE TO KEEP PERSONAL INFORMATION CONFIDENTIAL OR YOUR FAILURE TO COMPLY WITH ANY OTHER LAWS OR THIS TOU. VITAL-SIDE WILL ALSO NOT BE LIABLE FOR ANY LOSS OF USE, LOSS OF DATA, CHANGES TO THE SERVICES OR PLATFORM, TEMPORARY OR PERMANENT SUSPENSION OF SERVICES, DAMAGE TO COMPUTER OR HARDWARE, SECURITY BREACHES, INTERRUPTION OF BUSINESS, LOST PROFITS, BREACH OF A THIRD-PARTY CONTRACT, OR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER RESULTING FROM AN ACTION UNDER CONTRACT, TORT, STRICT PRODUCT LIABILITY OR OTHERWISE. IN NO EVENT WILL THE AGGREGATE LIABILITY OF VITAL-SIDE UNDER THIS TOU EXCEED THE AMOUNT (IF ANY) PAID BY YOU TO VITAL-SIDE FOR OUR SERVICES. IN THE EVENT THAT APPLICABLE LAW DOES NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY ABOVE, VITAL-SIDE’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY THE APPLICABLE JURISDICTION. YOU ACKNOWLEDGE AND AGREE THAT SUCH LIMITATIONS AND EXCLUSIONS REFLECT A FAIR AND REASONABLE ALLOCATION OF RISK AND HAVE BEEN REACHED DUE TO FUNDAMENTAL BARGAINING BETWEEN YOU AND VITAL-SIDE.

Indemnification

You agree to indemnify and hold Vital-Side harmless from any and all claims, losses, liability, damages, expenses, and costs (including attorney fees, mediation, arbitration, and court costs), resulting from:

  • any Services provided by Vital-Side;
  • any breach by you of this ToU;
  • any third-party claim arising from content that you have posted on Vital-Side’s Services, including, but not limited to, claims of copyright infringement, trademark infringement, right of publicity, rights of privacy, breach of contract, defamation, fraud, misrepresentation, inaccuracy, discrimination, abuse, pornography or obscenity; and
  • any activity related to your account.

Privacy, Cookies, and Data Protection

We care about your personal information; any personal information you provide to us is collected, stored, and processed by us and used according to our Privacy Policy. Our use of cookies and data protection systems are also explained in this policy.

International Users

Vital-Side’s Services are controlled, operated, and administered from our offices within the United States of America and are not intended to be subject to the laws or jurisdiction of any country outside of the United States of America. WE DO NOT REPRESENT OR WARRANT THAT OUR SERVICES ARE APPROPRIATE, LEGAL, OR AVAILABLE FOR USE IN ANY PARTICULAR JURISDICTION OTHER THAN THE UNITED STATES OF AMERICA. Those who choose to access Vital-Side outside of the United States of America do so on their own initiative and assume all risks associated with such access, including but not limited to any compliance with their particular jurisdictions’ laws and regulations and any United States export controls. We reserve the right to limit and modify our Services, in whole or in part, to any geographic location or jurisdiction we choose.

Dispute Resolution

THIS SECTION OF OUR TERMS AND CONDITIONS SIGNIFICANTLY AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. PLEASE ENSURE THAT YOU READ THIS SECTION CAREFULLY AND FULLY UNDERSTAND THIS SECTION BEFORE USING AND ACCESSING OUR SERVICES. THIS SECTION WILL SURVIVE TERMINATION OF THIS TOU AND THE TERMINATION OF YOUR VITAL-SIDE ACCOUNT.

  • Letting Us Know About Complaints

At Vital-Side, we hope to work out any complaints or differences that we may have with you respectfully and calmly. If you have any concerns about the Services that Vital-Side has provided, please reach out to Vital-Side to let us know. If we cannot work out our differences together, then the following mandatory binding arbitration will apply to resolve the dispute. 

 

  • Mandatory Binding Arbitration

If any controversy or claim arising out of, or relating to, this ToU, Vital-Side’s Services, our Privacy Policy, or any other legal agreement entered into relating to Vital-Side, cannot be amicably resolved, such controversy or claim will be determined by binding arbitration rather than in a court of law. Except that mandatory binding arbitration will not apply with respect to any claims relating to infringement or misuse of intellectual property or any legal dispute under USD 10,000.00 that would be more efficiently and cost-effectively resolved in a small claims court.

 

The binding arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer-Related Disputes of the American Arbitration Association (the “AAA”) and administered by the AAA. Arbitration must be commenced by filing a demand for arbitration with the AAA within one (1) year after the claim occurs or within one (1) year of the party asserting the claim becoming reasonably aware of the act or omission giving rise to the claim. If applicable law prohibits a one-year statute of limitations for asserting claims, claims must be asserted within the shortest period of time permitted by the applicable law. Except for attorney fees, all other costs associated with the arbitration will be shared equally between the parties, except where the AAA Rules provide otherwise. If an arbitrator determines a claim against Vital-Side to be frivolous or an opinion is found in our favor by the arbitrators, you agree to reimburse Vital-Side for all reasonable fees associated with the arbitration, including attorneys’ fees and arbitration costs.

 

  • Class Action Waiver

You agree to waive any right to participate in a class or representative action or proceeding and warrant that any claims brought against Vital-Side will be initiated only in your individual capacity. Any relief awarded by an arbitrator or otherwise will not affect other users of Vital-Side’s Services.

Assignment
You are not entitled to assign this ToU, in whole or in part, to another person, without the prior written consent of Vital-Side. Vital-Side reserves the right to assign this ToU, in whole or in part, to any third party at any time without notice, including but not limited to any individual or entity acquiring all or substantially all of the Vital-Side business or assets. However, we will do our best to let you know if there has been a substantial change in the ownership of Vital-Side.

Survival of Terms Beyond Termination

All provisions in this ToU that specifically state or logically ought to survive the termination of this ToU, or the termination of a user’s account, will survive such termination, including but not limited to payment obligations, intellectual property rights, warranties, indemnities, and limitation of liability clauses.

Waiver and Severability

No waiver by Vital-Side of any term or condition in this ToU will be deemed or construed to be a waiver of such term or condition in the future, or of any preceding or subsequent breach of the same or any other term or condition of this ToU or any other agreement. If any term or condition in this ToU is declared to be invalid, illegal or unenforceable, for any reason, the remainder of the provisions will remain in effect and will be enforceable to the fullest extent possible.

Applicable Law and Jurisdiction

Except where otherwise required by mandatory law, this ToU, as well as our Privacy Policy, are to be governed by and interpreted, constructed, and enforced in accordance with the laws of Texas without regard to conflict of law provisions. All disputes are to be resolved in the jurisdiction of Travis County, Texas.

Entire Agreement

This ToU and our Privacy Policy represent the entire and exclusive agreement between Vital-Side and our users. All previous written and oral agreements and communications related to the subject matter of this ToU or our Privacy Policy are superseded. Any additional agreement signed by users when they sign up for a specific Service is intended to be in addition and not in lieu of this ToU .

Contact Vital-Side

Thanks for your patience in getting through all of the necessary legal language of this document! We have tried to be as clear as possible in communicating our expectations regarding our Services. However, if you have any questions about this ToU, our Privacy Policy, or Vital-Side’s Services in general, just reach out! We would be more than happy to explain.

 

Vital-Side, LLC
lindsay@vital-side.com
3600 S Lamar Blvd
Austin, TX 78704