TERMS & CONDITIONS Last Updated 11-22-16
This website Standard Terms and Conditions Agreement (this “Agreement”) is entered into by and between VÍOS NUTRITION, a North Carolina Company ("Víos Nutrition") and You, and is made effective as of the date of your use of this website ("Site") or the date of electronic acceptance. This Agreement sets forth the general terms and conditions of your use of the Site and the products and services purchased or accessed through this Site (individually and collectively, the “Services”), and is in addition to (not in lieu of) any specific terms and conditions that apply to the particular Services as agreed to here on through other legal means.
By accessing the Víos website, you are indicating your acknowledgement and acceptance of this Agreement. This Agreement is subject to change by Víos Nutrition at any time in its discretion. Your use of this Site after such changes are implemented constitutes your acknowledgement and acceptance of the changes. Please consult these Terms and Conditions regularly.
The terms “we”, “us” or “our” shall refer to Víos Nutrition. The terms “you”, “your”, “User” or “customer” shall refer to any individual or entity who accepts this Agreement, has access to your account or uses the Services. Nothing in this Agreement shall be deemed to confer any third-party rights or benefits.
Víos Nutrition may, in its sole and absolute discretion, change or modify this Agreement, and any policies or agreements which are incorporated herein, at any time, and such changes or modifications shall be effective immediately upon posting to this Site. Your use of this Site or the Services after such changes or modifications have been made shall constitute your acceptance of this Agreement as last revised. If you do not agree to be bound by this Agreement as last revised, do not use (or continue to use) this Site or the Services. In addition, Víos Nutrition may occasionally notify you of changes or modifications to this Agreement by email. It is therefore very important that you keep your on-line account (“Account”) information current. Víos Nutrition assumes no liability or responsibility for your failure to receive an email or text notification if such failure results from an inaccurate email address or text/phone number.
2. ELIGIBILITY; AUTHORITY
This Site and the Services are available only to Users who can form legally binding contracts under applicable law. By using this Site or the Services, you represent and warrant that you are (i) at least eighteen (18) years of age, (ii) otherwise recognized as being able to form legally binding contracts under applicable law, and (iii) are not a person barred from purchasing or receiving the Services found under the laws of the United States or other applicable jurisdiction.
If you are entering into this Agreement on behalf of a corporate entity (sole proprietor, LLC, partnership, etc.), you represent and warrant that you have the legal authority to bind such corporate entity to the terms and conditions contained in this Agreement, in which case the terms "you", "your", "User" or "customer" shall refer to such corporate entity. If, after your electronic acceptance of this Agreement, Víos Nutrition finds that you do not have the legal authority to bind such corporate entity, you will be personally responsible for the obligations contained in this Agreement, including, but not limited to, the payment obligations. Víos Nutrition shall not be liable for any loss or damage resulting from Víos Nutrition’s reliance on any instruction, notice, document or communication reasonably believed by Víos Nutrition to be genuine and originating from an authorized representative of your corporate entity. If there is reasonable doubt about the authenticity of any such instruction, notice, document or communication, Víos Nutrition reserves the right (but undertakes no duty) to require additional authentication from you. You further agree to be bound by the terms of this Agreement for transactions entered into by you, anyone acting as your agent and anyone who uses your account or the Services, whether or not authorized by you.
3. ACCOUNTS; TRANSFER OF DATA ABROAD
Accounts. In order to access some of the features of this Site or use some of the Services, you will have to create an Account. You represent and warrant to Víos Nutrition that all information you submit when you create your Account is accurate, current and complete, and that you will keep your Account information accurate, current and complete. If Víos Nutrition has reason to believe that your Account information is untrue, inaccurate, out-of-date or incomplete, Víos Nutrition reserves the right, in its sole and absolute discretion, to suspend or terminate your Account. You are solely responsible for the activity that occurs on your Account, whether authorized by you or not, and you must keep your Account information secure, including without limitation your customer number/login, password, Payment Method(s) (as defined below), and PIN, if required. For security purposes, Víos Nutrition recommends that you change your password and PIN at least once every six (6) months for each Account. You must notify Víos Nutrition immediately of any breach of security or unauthorized use of your Account. Víos Nutrition will not be liable for any loss you incur due to any unauthorized use of your Account. You, however, may be liable for any loss Víos Nutrition or others incur caused by your Account, whether caused by you, or by an authorized person, or by an unauthorized person.
Transfer of Data Abroad. If you are visiting this Site from a country other than the country in which our servers are located, your communications with us may result in the transfer of information (including your Account information) across international boundaries. By visiting this Site and communicating electronically with us, you consent to such transfers.
4. AVAILABILITY OF WEBSITE/SERVICES
Subject to the terms and conditions of this Agreement and our other policies and procedures, we shall use commercially reasonable efforts to attempt to provide this Site and the Services, on a twenty-four (24) hours a day, seven (7) days a week basis. You acknowledge and agree that from time to time this Site may be inaccessible or inoperable for any reason including, but not limited to, equipment malfunctions; periodic maintenance, repairs or replacements that we undertake from time to time; or causes beyond our reasonable control or that are not reasonably foreseeable including, but not limited to, interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures. You acknowledge and agree that we have no control over the availability of this Site or the Service on a continuous or uninterrupted basis, and that we assume no liability to you or any other party with regard thereto.
From time to time, Víos Nutrition may offer new Services (limited preview services or new features to existing Services) in a pre-release version. New Services, new features to existing Services or limited preview services shall be known, individually and collectively, as “Beta Services”. If you elect to use any Beta Services, then your use of the Beta Services is subject to the following terms and conditions: (i) You acknowledge and agree that the Beta Services are pre-release versions and may not work properly; (ii) You acknowledge and agree that your use of the Beta Services may expose you to unusual risks of operational failures; (iii) The Beta Services are provided as-is, so we do not recommend using them in marketing, promotions, production or mission critical environments or activities; (iv) Víos Nutrition reserves the right to modify, change, or discontinue any aspect of the Beta Services at any time; (v) Commercially released versions of the Beta Services may change substantially, and programs that use or run with the Beta Services may not work with the commercially released versions or subsequent releases; (vi) Víos Nutrition may limit availability of customer service support time dedicated to support of the Beta Services; (vii) You acknowledge and agree to provide prompt feedback regarding your experience with the Beta Services in a form reasonably requested by us, including information necessary to enable us to duplicate errors or problems you experience. You acknowledge and agree that we may use your feedback for any purpose, including product development purposes. At our request you will provide us with comments that we may use publicly for press materials and marketing collateral. Any intellectual property inherent in your feedback or arising from your use of the Beta Services shall be owned exclusively by Víos Nutrition; (viii) You acknowledge and agree that all information regarding your use of the Beta Services, including your experience with and opinions regarding the Beta Services, is confidential, and may not be disclosed to a third party or used for any purpose other than providing feedback to Víos Nutrition; (ix) The Beta Services are provided “as is”, “as available”, and “with all faults”. To the fullest extent permitted by law, Víos Nutrition disclaims any and all warranties, statutory, express or implied, with respect to the Beta Services including, but not limited to, any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement.
5. GENERAL RULES OF CONDUCT
You acknowledge and agree that:
You also agree that you shall not harvest or collect information about the users of this site or use such information for the purpose of transmitting or facilitating transmission of unsolicited bulk electronic e-mail or communications for any other commercial purpose of your own or a third party and that such activity is detrimental to the Víos Nutrition and punishable to the fullest extent of the law.
You further agree that you shall not solicit or collect information, or attempt to induce any physical contact with, anyone 18 years old or younger without appropriate prior verifiable express parental consent.
This site generally does not pre-screen, monitor, or edit the content posted by users of this site. However, this site and its agents have the right, at their sole discretion, to remove any content that, in this site’s sole judgment, does not comply with the Site Submission Rules or is otherwise harmful, objectionable, inaccurate or not allowed by any governing body. This site is not liable for any failure, delay, damages or results, in removing such content.
Víos Nutrition reserves the right to modify, change, or discontinue any aspect of this Site or the Services, including without limitation prices and fees for the same, at any time.
6. YOUR USE OF Víos Nutrition CONTENT AND USER CONTENT
In addition to the general rules above, the provisions in this Section apply specifically to your use of Víos Nutrition Content and User Content posted to Víos Nutrition’s corporate websites (i.e., those sites which Víos Nutrition directly controls or maintains). The applicable provisions are not intended to and do not have the effect of transferring any ownership or licensed rights (including intellectual property rights) you may have in content posted to your hosted websites.
Víos Nutrition Content. Except for User Content, the content on this Site and the Services , including without limitation the text, software, scripts, functions, source code, API, graphics, photos, sounds, music, videos and interactive features and the trademarks, service marks and logos contained therein (“Víos Nutrition Content”), are owned by or licensed to Víos Nutrition in perpetuity, and are subject to copyright, trademark, and/or patent protection in the United States and foreign countries, and other intellectual property rights under United States and foreign laws. Víos Nutrition Content is provided to you “as is”, “as available” and “with all faults” for your information and personal, non-commercial use only and may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any purposes whatsoever without the express prior written consent of Víos Nutrition. No right or license under any copyright, trademark, patent, or other proprietary right or license is granted by this Agreement. Víos Nutrition reserves all rights not expressly granted in and to the Víos Nutrition Content, this Site and the Services, and this Agreement do not transfer ownership of any of these rights.
User Content. Some of the features of this Site or the Services may allow Users to view, post, publish, share, store, or manage (a) ideas, opinions, recommendations, or advice (“User Submissions”), or (b) literary, artistic, musical, or other content, including but not limited to photos and videos (together with User Submissions, “User Content”). User Content includes all content submitted through your Account. By posting or publishing User Content to this Site or to the Services, you represent and warrant to Víos Nutrition that (i) you have all necessary rights to distribute User Content via this Site or via the Services, either because you are the author of the User Content and have the right to distribute the same, or because you have the appropriate distribution rights, licenses, consents, and/or permissions to use, in writing, from the copyright or other owner of the User Content, and (ii) the User Content does not violate the rights of any third party. Víos Nutrition reserves the right to remove any content it finds is in violation of this section.
Security. You agree not to circumvent, disable or otherwise interfere with the security-related features of this Site or the Services found at this Site (including without limitation those features that prevent or restrict use or copying of any Víos Nutrition Content or User Content) or enforce limitations on the use of this Site or the Services found at this Site, the Víos Nutrition Content or the User Content therein.
7. Víos Nutrition's USE OF USER CONTENT
The provisions in this Section apply specifically to Víos Nutrition’s use of User Content posted to Víos Nutrition’s websites (i.e., those sites which Víos Nutrition directly controls or maintains). The applicable provisions are not intended to and do not have the effect of transferring any ownership or licensed rights (including intellectual property rights) you may have in content posted to your hosted websites.
Generally. You shall be solely responsible for any and all of your User Content or User Content that is submitted through your Account, and the consequences of, and requirements for, distributing it.
With Respect to User Submissions. You acknowledge and agree that:
Víos Nutrition shall own exclusive rights (including all intellectual property and other proprietary rights) to any User Submissions posted to this Site, and shall be entitled to the unrestricted use and dissemination of any User Submissions posted to this Site for any purpose, commercial or otherwise, without acknowledgment or compensation to you or to anyone else.
With Respect to User Content (Other Than User Submissions).
If you have a website or other content hosted by Víos Nutrition, you shall retain all of your ownership or licensed rights in User Content.
By posting or publishing User Content to this Site or through the Services, you authorize Víos Nutrition to use the intellectual property and other proprietary rights in and to your User Content to enable inclusion and use of the User Content in the manner contemplated by this Site and this Agreement. You hereby grant Víos Nutrition a worldwide, non-exclusive, royalty-free, sub-licensable (through multiple tiers), and transferable license to use, reproduce, distribute, prepare derivative works of, combine with other works, display, and perform your User Content in connection with this Site, the Services and Víos Nutrition’s (and Víos Nutrition’s affiliates’) business(es), including without limitation for promoting and redistributing all or part of this Site in any media formats and through any media channels without restrictions of any kind and without payment or other consideration of any kind, or permission or notification, to you or any third party. You also hereby grant each User of this Site a non-exclusive license to access your User Content (with the exception of User Content that you designate “private” or “password protected”) through this Site, and to use, reproduce, distribute, prepare derivative works of, combine with other works, display, and perform your User Content as permitted through the functionality of this Site and under this Agreement. The above licenses granted by you in your User Content terminate within a commercially reasonable time after you remove or delete your User Content from this Site. You understand and agree, however, that Víos Nutrition may retain (but not distribute, display, or perform) server copies of your User Content that have been removed or deleted. The above licenses granted by you in your User Content are perpetual and irrevocable. Notwithstanding anything to the contrary contained herein, Víos Nutrition shall not use any User Content that has been designated “private” or “password protected” by you for the purpose of promoting this Site or Víos Nutrition’s (or Víos Nutrition’s affiliates’) business(es).
8. MONITORING OF CONTENT; ACCOUNT TERMINATION POLICY
Víos Nutrition generally does not pre-screen User Content (whether posted to a website hosted by Víos Nutrition or posted to this Site). However, Víos Nutrition reserves the right (but undertakes no duty) to do so and decide whether any item of User Content is appropriate and/or complies with this Agreement. Víos Nutrition may remove any item of User Content (whether posted to a website hosted by Víos Nutrition or posted to this Site) and/or terminate a User’s access to this Site or the Services found at this Site for posting or publishing any material in violation of this Agreement, or for otherwise violating this Agreement (as determined by Víos Nutrition in its sole and absolute discretion), at any time and without prior notice. Víos Nutrition may also terminate a User’s access to this Site or the Services found at this Site if Víos Nutrition has reason to believe the User is a repeat offender. If Víos Nutrition terminates your access to this Site or the Services found at this Site, Víos Nutrition may, in its sole and absolute discretion, remove and destroy any data and files stored by you on its servers.
9. ADDITIONAL RESERVATION OF RIGHTS
Víos Nutrition expressly reserves the right to deny, cancel, terminate, suspend, lock, or modify access to (or control of) any Account or Services (including the right to cancel or transfer any domain name registration) for any reason (as determined by Víos Nutrition in its sole and absolute discretion), including but not limited to the following: (i) to correct mistakes made by Víos Nutrition in offering or delivering any Services (including any domain name registration), (ii) to protect the integrity and stability of, and correct mistakes made by, any domain name assignment, (iii) to assist with our fraud and abuse detection and prevention efforts, (iv) to comply with court orders against you and/or your domain name or website and applicable local, state, national and international laws, rules and regulations, (v) to comply with requests of law enforcement, including subpoena requests, (vi) to comply with any dispute resolution process, (vii) to defend any legal action or threatened legal action without consideration for whether such legal action or threatened legal action is eventually determined to be with or without merit, or (viii) to avoid any civil or criminal liability on the part of Víos Nutrition, its officers, directors, employees and agents, as well as Víos Nutrition’s affiliates, including, but not limited to, instances where you have sued or threatened to sue Víos Nutrition.
Víos Nutrition expressly reserves the right to review every Account for excessive space and bandwidth utilization, and to terminate or apply additional fees to those Accounts that exceed allowed levels.
Víos Nutrition expressly reserves the right to terminate, without notice to you, any and all Services where, in Víos Nutrition's sole discretion, you are harassing or threatening Víos Nutrition and/or any of Víos Nutrition's employees, Clients or Third Party Partners.
10. NO SPAM; LIQUIDATED DAMAGES
No Spam. We do not tolerate the transmission of spam. We monitor all traffic to and from our web servers for indications of spamming and maintain a spam abuse complaint individual(s) to register allegations of spam abuse. Customers suspected to be using our products and services for the purpose of sending spam are fully investigated. If we determine there is a problem with spam, we will take the appropriate action to resolve the situation. Our spam abuse complaint center can be reached by email at firstname.lastname@example.org
We define spam as the sending of Unsolicited Commercial Email (UCE), Unsolicited Bulk Email (UBE) or Unsolicited Facsimiles (Fax) and Unsolicited Text Messages (UTM), which is email or facsimile sent to recipients as an advertisement or otherwise, without first obtaining prior confirmed consent to receive these communications from the sender. This can include, but is not limited to, the following:
i. Email Messages
ii. Newsgroup postings
iii. Windows system messages
iv. Pop-up messages (aka "adware" or "spyware" messages)
v. Instant messages (using AOL, MSN, Yahoo or other instant messenger programs)
vi. Online chat room advertisements
vii. Guestbook or Website Forum postings
viii. Facsimile Solicitations
ix. Text/SMS Messages
x. Posts to Social Media Sites
We will not allow our servers and services to be used for the purposes described above. In order to use our products and services, you must not only abide by all applicable laws and regulations, which include the Can-Spam Act of 2003 and the Telephone Consumer Protection Act, but you must also abide by this no spam policy. Commercial advertising and/or bulk emails, texts, faxes or Social Media posts may only be sent to recipients who have "opted-in" to receive messages from the sender specifically. They must include a legitimate return address and reply-to address, the sender's physical address, and an opt-out method in the footer of the email or fax. Upon request by us, conclusive proof of opt-in may be required for an email address, fax, text number or URL.
If we determine the services in question are being used in association with spam, we will re-direct, suspend, or cancel any web site hosting, domain or service registration, email boxes or other applicable services for a period of no less than two (2) days. The registrant or customer will be required to respond by email to us stating that they will cease to send spam and/or have spam sent on their behalf. We will require a non-refundable reactivation fee to be paid before the site, email boxes and/or services are reactivated. In the event we determine the abuse has not stopped after services have been restored the first time, we may terminate the hosting, email boxes, sites or Social Media access, associated with the domain name in question.
We encourage all customers and recipients of email, text and social media generated from our products and services to report suspected spam. Suspected abuse can be reported by email or through our Customer Care Center.
Liquidated Damages. You agree that we may immediately terminate any Account which we believe, in our sole and absolute discretion, is transmitting or is otherwise connected with any spam or other unsolicited bulk email, text messages or social media spam. In addition, if actual damages cannot be reasonably calculated then you agree to pay us liquidated damages in the amount of $1.00 for each piece of spam or unsolicited bulk email transmitted, texts or social media posts from or otherwise connected with your Account.
11. TRADEMARK AND/OR COPYRIGHT CLAIMS
Víos Nutrition supports the protection of intellectual property. If you have a personal or organizational mark and would like to submit (i) a trademark claim for violation of a mark on which you hold a valid, registered trademark or service mark, or (ii) a copyright claim for material on which you hold a bona fide copyright, please refer to Víos Nutrition’s Trademark and/or Copyright Infringement Policy referenced above.
12. LINKS TO THIRD-PARTY WEBSITES
This Site and the Services found at this Site may contain links to third-party websites that are not owned or controlled by Víos Nutrition. Víos Nutrition assumes no responsibility for the content, terms and conditions, privacy policies, or practices of any third-party websites. In addition, Víos Nutrition does not censor or edit the content of any third-party websites. By using this Site or the Services found at this Site, you expressly release Víos Nutrition from any and all liability arising from your use of any third-party website. Accordingly, Víos Nutrition encourages you to be aware when you leave this Site or the Services found at this Site and to review the terms and conditions, privacy policies, and other governing documents of each other website that you may visit.
13. DISCLAIMER OF REPRESENTATIONS AND WARRANTIES
YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THIS SITE AND THE SERVICES FOUND AT THIS SITE SHALL BE AT YOUR OWN RISK AND THAT THIS SITE AND THE SERVICES FOUND AT THIS SITE ARE PROVIDED “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS”. Víos Nutrition, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND ALL THIRD PARTY SERVICE PROVIDERS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Víos Nutrition, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT (I) THE ACCURACY, COMPLETENESS, OR CONTENT OF THIS SITE, (II) THE ACCURACY, COMPLETENESS, OR CONTENT OF ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, AND/OR (III) THE SERVICES FOUND AT THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, AND Víos Nutrition ASSUMES NO LIABILITY OR RESPONSIBILITY FOR THE SAME.
IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED BY Víos Nutrition, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS (INCLUDING WITHOUT LIMITATION ITS CALL CENTER OR CUSTOMER SERVICE REPRESENTATIVES), AND THIRD PARTY SERVICE PROVIDERS WILL (I) CONSTITUTE LEGAL OR FINANCIAL ADVICE OR (II) CREATE A WARRANTY OF ANY KIND WITH RESPECT TO THIS SITE OR THE SERVICES FOUND AT THIS SITE, AND USERS SHOULD NOT RELY ON ANY SUCH INFORMATION OR ADVICE.
THE FOREGOING DISCLAIMER OF REPRESENTATIONS AND WARRANTIES SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND shall survive any termination or expiration of this Agreement or your use of this Site or the Services found at this Site.
14. LIMITATION OF LIABILITY
IN NO EVENT SHALL VÍOS NUTRITION, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND ALL THIRD PARTY SERVICE PROVIDERS, BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING ANY THAT MAY RESULT FROM (I) THE ACCURACY, COMPLETENESS, OR CONTENT OF THIS SITE, (II) THE ACCURACY, COMPLETENESS, OR CONTENT OF ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, (III) THE SERVICES FOUND AT THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, (IV) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER, (V) THIRD-PARTY CONDUCT OF ANY NATURE WHATSOEVER, (VI) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL CONTENT, PERSONAL INFORMATION, FINANCIAL INFORMATION OR OTHER INFORMATION AND DATA STORED THEREIN, (VII) ANY INTERRUPTION OR CESSATION OF SERVICES TO OR FROM THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, (VIII) ANY VIRUSES, WORMS, BUGS, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR FROM THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, (IX) ANY USER CONTENT OR CONTENT THAT IS DEFAMATORY, HARASSING, ABUSIVE, HARMFUL TO MINORS OR ANY PROTECTED CLASS, PORNOGRAPHIC, “X-RATED”, OBSCENE OR OTHERWISE OBJECTIONABLE, AND/OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF THIS SITE OR THE SERVICES FOUND AT THIS SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT Víos Nutrition IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN ADDITION, You SPECIFICALLY ACKNOWLEDGE AND agree that any cause of action arising out of or related to this Site or the Services found at this Site must be commenced within one (1) year after the cause of action accrues, otherwise such cause of action shall be permanently barred.
IN ADDITION, You SPECIFICALLY ACKNOWLEDGE AND agree that in no event shall Víos Nutrition’s total aggregate liability exceed the total amount paid by you for the particular Services that ARE the subject of the cause of action.
THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND shall survive any termination or expiration of this Agreement or your use of this Site or the Services found at this Site.
You agree to protect, defend, indemnify and hold harmless Víos Nutrition and its officers, directors, employees, agents, and third party service providers from and against any and all claims, demands, costs, expenses, losses, liabilities and damages of every kind and nature (including, without limitation, reasonable attorneys’ fees) imposed upon or incurred by Víos Nutrition directly or indirectly arising from (i) your use of and access to this Site or the Services found at this Site; (ii) your violation of any provision of this Agreement or the policies or agreements which are incorporated herein; and/or (iii) your violation of any third-party right, including without limitation any intellectual property or other proprietary right. The indemnification obligations under this section shall survive any termination or expiration of this Agreement or your use of this Site or the Services found at this Site.
16. FEES, BILLING TERMS AND PAYMENTS
The term of this Agreement shall be monthly unless otherwise posted, to commence on the date that the Subscriber signs up electronically for Víos Nutrition’s service by creating an account on-line. All invoices are denominated, and Subscriber must pay, in U.S. Dollars unless alternative methods of payments are offered through Víos Nutrition or one if it’s Affiliates within the country of origin. Subscribers are typically billed monthly on or about the first day of each month, with payment due no later than ten (10) days past the invoice date. On rare occasions, a Subscriber may be billed an amount up to the Subscriber's current balance in an effort to verify the authenticity of the Subscriber's account information. This process ensures that Subscribers without a payment history are not subjected to additional scrutiny. Subscribers are entirely responsible for the payment of all taxes. For specific pricing policies, please refer to vioslife.com.
You acknowledge and agree that your Payment Method may be charged by one of our affiliated entities.
(A) GENERAL TERMS, INCLUDING AUTOMATIC RENEWAL TERMS
You agree to pay any and all prices and fees due for Services purchased or obtained at this Site at the time you order the Services. All prices and fees are non-refundable unless otherwise expressly noted in the Refund Policy section below, even if your Services are suspended, terminated, or transferred prior to the end of the Services term. Víos Nutrition expressly reserves the right to change or modify its prices and fees at any time, and such changes or modifications shall be posted online at this Site and effective immediately without need for further notice to you. If you have purchased or obtained Services for a period of months or years, changes or modifications in prices and fees shall be effective when the Services in question come up for renewal or are enhanced as further described below.
Except as prohibited in any product-specific agreement, you may pay for Services by utilizing any of the following “Payment Methods”: (i) by providing a valid credit card, (ii) by using a Check, if and when available; (iii) via an electronic check, if and when offered, (ACH) from your personal or business checking account, as appropriate (and as defined below); (iv) by using an International Payment Option (as defined below) or (v) via in-store credit balances, if applicable (and as defined below), each a “Payment Method”. For Services that offer “Express Checkout”, clicking the Express Checkout button will automatically place an order for that Service and charge the primary Payment Method on file for your Account. Confirmation of that order will be sent to the email address on file for your Account. Your Payment Method on file must be kept up to date and valid if you have any active Services in your Account.
You acknowledge and agree that where refunds are issued to your Payment Method, Víos Nutrition's issuance of a refund receipt is only confirmation that Víos Nutrition has submitted your refund to the Payment Method charged at the time of the original sale, and that Víos Nutrition has absolutely no control over when the refund will be applied towards your Payment Method’s available balance. You further acknowledge and agree that the payment provider and/or individual issuing bank associated with your Payment Method establish and regulate the time frames for posting your refund, and that such refund posting time frames may range from five (5) business days to a full billing cycle, or longer.
In the event a refund is issued to your Payment Method and the payment provider, payment processor or individual issuing bank associated with your Payment Method imposes any limitations on refunds, including but not limited to, limitations as to the timing of the refund or the number of refunds allowed, then Víos Nutrition, in its sole and absolute discretion, reserves the right to issue the refund either (i) in the form of an in-store credit (BonusBin); or (ii) via issuance of a Víos Nutrition check, which will be sent to the billing address on file for your Account. Víos Nutrition also has the right, but not the obligation, to offer an in-store credit for customers seeking refunds, even if there are no limitations on refunds imposed by the Payment Method. For the avoidance of doubt, any and all refunds processed via the issuance of either in-store credits or a Víos Nutrition check are solely within Víos Nutrition’s discretion and are not available at customer request.
If you are being billed on a monthly basis, your monthly billing date will be based on the date of the month you purchased the Services unless that date falls after the 28th of the month, in which case your billing date will be the 28th of each month.
In order to ensure that you do not experience an interruption or loss of Services, most Services offer an automatic renewal option. The automatic renewal option automatically renews the applicable Service for a renewal period equal in time to the most recent service period. For example, if your last service period is for one MONTH, your renewal period will be for one MONTH. While the details of the automatic renewal option vary from Service to Service, the Services that offer an automatic renewal option treat it as the default setting. Víos Nutrition will automatically renew the applicable Service when it comes up for renewal and will take payment from the Payment Method you have on file with Víos Nutrition at its then current rates, which you acknowledge and agree may be higher or lower than the rates for the original service period. In order to see the renewal settings applicable to you and your Services, simply log into your Account Manager from this Site and review the rules rules as outlined.
In addition, Víos Nutrition may participate in “recurring billing programs” or “account updater services” supported by your credit card provider (and ultimately dependent on your bank’s participation). If you are enrolled in an automatic renewal option and we are unable to successfully charge your existing Payment Method, your credit card provider (or your bank) may notify us of updates to your credit card number and/or expiration date, or they may automatically charge your new credit card on our behalf without notification to us. In accordance with recurring billing program requirements, in the event that we are notified of an update to your credit card number and/or expiration date, Víos Nutrition will automatically update your payment profile on your behalf. Víos Nutrition makes no guarantees that we will request or receive updated credit card information. You acknowledge and agree that it is your sole responsibility to modify and maintain your Account settings, including but not limited to (i) setting your renewal options and (ii) ensuring your associated Payment Method(s) are current and valid. Further, you acknowledge and agree that your failure to do so, may result in the interruption or loss of Services or data, and Víos Nutrition shall not be liable to you or any third party regarding the same.
If for any reason Víos Nutrition is unable to charge your Payment Method for the full amount owed for the Services provided, or if Víos Nutrition receives notification of a chargeback, reversal, payment dispute, or is charged a penalty for any fee it previously charged to your Payment Method, you agree that Víos Nutrition may pursue all available lawful remedies in order to obtain payment, including but not limited to, immediate cancellation and/or termination, without notice to you, of any domain names or Services registered or renewed on your behalf. Víos Nutrition also reserves the right to charge you reasonable "administrative fees" or "processing fees" for (i) tasks Víos Nutrition may perform outside the normal scope of its Services, (ii) additional time and/or costs Víos Nutrition may incur in providing its Services, and/or (iii) your noncompliance with this Agreement (as determined by Víos Nutrition in its sole and absolute discretion). Typical administrative or processing fee scenarios include, but are not limited to (i) customer service issues that require additional personal time or attention; (ii) disputes that require accounting or legal services, whether performed by Víos Nutrition staff or by outside firms retained by Víos Nutrition; (iii) recouping any and all costs and fees, including the cost of Services, incurred by Víos Nutrition as the results of chargebacks or other payment disputes brought by you, your bank or Payment Method processor. These administrative fees or processing fees will be billed to the Payment Method you have on file with Víos Nutrition or deducted from BonusBin.
Víos Nutrition may offer product-level pricing in various currencies; however, transaction processing is supported only in U.S. dollars and a select number of the currency options displayed on this Site ("Supported Currency" or “Supported Currencies”). If the currency selected is a Supported Currency, then the transaction will be processed in the Supported Currency and the pricing displayed during the checkout process will be the actual amount processed and submitted to your bank for payment. If the currency selected is not a Supported Currency, then the transaction will be processed in U.S. dollars and the pricing displayed during the checkout process will be an estimated conversion price at the time of purchase. In either case (whether the currency selected is a Supported Currency or not), if the transaction is processed in a currency that differs from the currency of your bank account, you may be charged exchange rate conversion fees by your bank. In addition, due to time differences between (i) the time you complete the checkout process, (ii) the time the transaction is processed, and (iii) the time the transaction posts to your bank statement, the conversion rates may fluctuate, and Víos Nutrition makes no representations or warranties that (a) the amount submitted to your bank for payment will be the same as the amount posted to your bank statement (in the case of a Supported Currency) or (b) the estimated conversion price will be the same as either the amount processed or the amount posted to your bank statement (in the case of a non-Supported Currency), and you agree to waive any and all claims based upon such discrepancies (including any and all claims for a refund based on the foregoing). In addition, regardless of the selected currency, you acknowledge and agree that you may be charged Value Added Tax ("VAT"), Goods and Services Tax ("GST"), or other localized fees and/or taxes, based on your bank and/or the country indicated in your billing address section.
Refund Policy: Products and Services available for refunds are described in the Víos Nutrition (“Refund Policy”) and may be found online at vioslife.com.
(B) PAY BY CHECK (ELECTRONIC CHECK)
If and when Víos Nutrition offers a pay by check option (“Pay by Check”), you can purchase Víos Nutrition Services using an electronic check (Electronic Funds Transfer - EFT) from your personal or business checking account, as appropriate. In connection therewith, you agree to allow Víos Nutrition or one of its Affiliate’s herein after referred to “EFT Processor” (whose name will be listed in this site) to debit the full amount of your purchase from your checking account (“Checking Account”), which is non-refundable. EFT Processor will create an electronic funds transfer (“EFT”) or bank draft, which will be presented to your bank or financial institution for payment from your Checking Account. The Checking Account must be at a financial institution in the United States, and the check must be payable in U.S. dollars.
It is your responsibility to keep your Checking Account current and funded. You acknowledge and agree that (i) EFT Processor reserves the right to decline a transaction for any reason (including, but not limited to, payments that fail to go through as a result of your Checking Account no longer existing or not holding available/sufficient funds) and (ii) in such event, neither EFT Processor nor Víos Nutrition shall be liable to you or any third party regarding the same. If for any reason EFT Processor is unable to withdraw the full amount owed for the Services provided, you agree that EFT Processor and Víos Nutrition may pursue all available lawful remedies in order to obtain payment (plus applicable fees). Víos Nutrition is not responsible for the actions of EFT Processor. You agree that if the EFT or bank draft is returned unpaid, you will pay a service charge as permitted by law. These fees may be debited from your Checking Account using an EFT or bank draft. All fees are in U.S. Dollars.
If and when this service is offered, by clicking the box labeled “I agree” to the terms of the Pay by Check/EFT payment option, you authorize the information provided to be used for the creation of an EFT or bank draft and you authorize a debit of the full amount of your purchase from your Checking Account.
(C) INTERNATIONAL PAYMENT OPTIONS
If and when Víos Nutrition offers a variety of alternative international payment options through a variety of International Payment Providers (“IPP”). In the event you select an IPP, you represent that you have already agreed to any and all of the IPP’s applicable customer service agreements in advance of completing your transaction at Víos Nutrition. You also agree to allow the IPP to debit the full amount of your purchase from the selected bank account, e-wallet account (including credit card(s), bank account(s), or other allowed payment method(s) linked to your e-wallet account) or any other type of account associated with the selected IPP (including but not limited to, prepaid cards and mobile payments), collectively “Funding Sources”. In addition, you agree to allow the selected IPP to debit, if applicable, an “Exchange Rate Conversion Fee”, as well as any other fees or charges applicable to your agreement with the IPP (collectively, the “IPP Fees”), from your Funding Sources. You understand and agree that IPP Fees are subject to change at any time by the IPP without notice to you by Víos Nutrition.
It is your responsibility to keep your Funding Sources current and funded. You acknowledge and agree that (i) the IPP reserves the right to decline a transaction for any reason (including, but not limited to, payments that fail to go through as a result of your Funding Sources no longer existing or not holding available/sufficient funds) and (ii) in such event, neither the IPP nor Víos Nutrition shall be liable to you or any third party regarding the same. You acknowledge that Víos Nutrition will not attempt to fulfill the Services purchased by you until Víos Nutrition receives confirmation of payment from the IPP through its associated payment processor. You acknowledge there may be a gap of several hours or days between the time you place an order and the time the IPP confirms payment through its associated payment processor. If Víos Nutrition does not receive confirmation of payment from the IPP through its associated payment processor within thirty (30) days from when the order is placed, your order may be cancelled, at which time you will need to commence the purchase process again. In the event that you would like to cancel payment for a pending transaction, you may cancel the order through your Víos Nutrition account. Payments received on previously cancelled orders will be automatically refunded to the original Payment Method when possible.
If, at the time Víos Nutrition receives confirmation of payment from the IPP (through its associated payment processor), either (i) the Services (including domain names) are no longer available for purchase; or (ii) a pending order has been cancelled in our systems; or (iii) the confirmation of payment does not match the dollar amount of the pending order, and as a result your purchase is either over-funded or under-funded, Víos Nutrition may automatically issue a partial refund (in the case of over-funding) or a full refund (in the case of under-funding) to your Funding Source. If the IPP (or its associated payment processor) imposes refund limitations of any kind, Víos Nutrition reserves the right to issue refunds to an in-store credit balance. If you receive a full refund, you will need to begin the purchase process again. You acknowledge and agree that the IPP reserves the right not to refund IPP Fees associated with a refunded transaction. Accordingly, any refunds issued by Víos Nutrition will be net of the IPP Fees unless otherwise specified.
(D) IN-STORE CREDIT BALANCES
In the event that your Account contains an in-store credit balance, you may apply any available credit balance to any future purchase in your Account. In the event that your Account contains an in-store credit balance, you hereby authorize Víos Nutrition to apply any available credit balance to any outstanding administrative fees, chargebacks or other fees related to your Account. In the event that your default Payment Method fails for an automated billing in connection with the processing of any Service renewals, Víos Nutrition may utilize any available in-store credit balance if there are enough funds to cover the entire transaction. Regardless of the amount of in-store credit available in your account, Víos Nutrition is not responsible for the loss of products, volume, commissions or advancements resulting from any Service within with in the sites, inability to collect funds from your default Payment Methods or the in-store credit. In-store credits will be applied based on the currency selected in the shopping cart at the time of purchase (or renewal). If you have more than one in-store credit, then the credits will be processed according to the age of the credit, with the oldest in-store credit being applied first. If additional funds are required to complete the purchase or renewal, credits held in a non-selected currency will be converted using Víos Nutrition’s daily exchange rate based on the age of the credit (oldest to newest) until (i) enough funds are allocated to complete the transaction, or (ii) there is no available balance left in your account. You understand and agree that at the time of conversion, Víos Nutrition may also impose an additional administrative fee to compensate for the risks and costs associated with providing currency conversion services.
You can verify your available in-store credit balance at any time by logging into your Team Officeâ” or through the shopping cart on the Víos Nutrition website(s). You acknowledge that in-store credit balances are non-transferrable, may only be used in the Account in which they were acquired and may expire. Complimentary in-store credits may expire one years after issuance. In the event that Víos Nutrition terminates your Account, you acknowledge and agree that any remaining available in-store credit balance will be forfeited.
You also acknowledge that funds available in your in-store credit balance will be held by Víos Nutrition and will not accrue or pay interest for your behalf. To the extent any interest may accrue, you understand and agree that Víos Nutrition shall be entitled to receive and keep any such amounts to cover costs associated with supporting the in-store credit balance functionality.
17. UNCLAIMED PROPERTY; DORMANCY CHARGES
Please be advised that if a customer has an outstanding account balance (a credit positive balance) for three (3) years or more for any reason, and (i) Víos Nutrition is unable to issue payment to such customer or (ii) Víos Nutrition issued payment to such customer in the form of a paper check, but the check was never cashed, then Víos Nutrition shall turn over such account balance to the State of North Carolina in accordance with state law. You acknowledge and agree that in either case (i) or (ii) above, Víos Nutrition may withhold a dormancy charge in an amount equal to the lesser of $15.00 or the total outstanding account balance associated with such customer.
18. SUCCESSORS AND ASSIGNS
This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and assigns.
19. NO THIRD-PARTY BENEFICIARIES
Nothing in this Agreement shall be deemed to confer any third-party rights or benefits.
20. U.S. EXPORT LAWS
This Site and the Services found at this Site are subject to the export laws, restrictions, regulations and administrative acts of the United States Department of Commerce, Department of Treasury Office of Foreign Assets Control (“OFAC”), State Department, and other United States authorities (collectively, “U.S. Export Laws”). Users shall not use the Services found at this Site to collect, store or transmit any technical information or data that is controlled under U.S. Export Laws. Users shall not export or re-export, or allow the export or re-export of, the Services found at this Site in violation of any U.S. Export Laws. None of the Services found at this Site may be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) any country with which the United States has embargoed trade; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Denied Persons List, or any other denied parties lists under U.S. Export Laws. By using this Site and the Services found at this Site, you agree to the foregoing and represent and warrant that you are not a national or resident of, located in, or under the control of, any restricted country; and you are not on any denied parties list; and you agree to comply with all U.S. Export Laws (including “anti-boycott”, “deemed export” and “deemed re-export” regulations). If you access this Site or the Services found at this Site from other countries or jurisdictions, you do so on your own initiative and you are responsible for compliance with the local laws of that jurisdiction, if and to the extent those local laws are applicable and do not conflict with U.S. Export Laws. If such laws conflict with U.S. Export Laws, you shall not access this Site or the Services found at this Site. The obligations under this section shall survive any termination or expiration of this Agreement or your use of this Site or the Services found at this Site.
21. Mandatory Arbitration Agreement and Class Action Waiver
You and anyone with approved access to your site and these Services (You) and Víos Nutrition agree that any dispute or claim, including without limitation, statutory, contract or tort claims, relating to or arising out of this Agreement or the alleged breach of this Agreement, shall, upon timely written request of either party, be submitted to binding arbitration. The party asserting the claim may elect to have the arbitration be in-person, telephonic or decided based only on written submissions. The arbitration shall be conducted in the County of Salt Lake within the state of State. The arbitration shall proceed in accordance with the commercial arbitration rules of the American Arbitration Association ("AAA") in effect at the time the claim or dispute arose. The arbitration shall be conducted by one arbitrator from AAA or a comparable arbitration service who is selected pursuant to the applicable rules of the AAA. The arbitrator shall issue a reasoned award with findings of fact and conclusions of law and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. You or Víos Nutrition may bring an action in any court of competent jurisdiction to compel arbitration under this Agreement, or to enforce or vacate an arbitration award. You will pay the fee for the arbitrator, including the filing fee. Víos Nutrition agrees that it will not seek reimbursement of its fees and expenses if the arbitrator rules in Your favor. You and Víos Nutrition waive any right to a trial by jury, so that disputes will be resolved through arbitration. No claim subject to this provision may be brought as a class or collective action, nor may you assert such a claim as a member of a class or collective action that is brought by another claimant. Furthermore, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.
22. COMPLIANCE WITH LOCAL LAWS
Víos Nutrition makes no representation or warranty that the content available on this Site or the Services found at this Site are appropriate in every country or jurisdiction, and access to this Site or the Services found at this Site from countries or jurisdictions where its content is illegal is prohibited. Users who choose to access this Site or the Services found at this Site are responsible for compliance with all local laws, rules and regulations.
23. GOVERNING LAW; JURISDICTION; VENUE; WAIVER OF TRIAL BY JURY
This Agreement shall be governed by and construed in accordance with the federal law of the United States and the state law of State, whichever is applicable, without regard to conflict of laws principles
24. TITLES AND HEADINGS; INDEPENDENT COVENANTS; SEVERABILITY
The titles and headings of this Agreement are for convenience and ease of reference only and shall not be utilized in any way to construe or interpret the agreement of the parties as otherwise set forth herein. Each covenant and agreement in this Agreement shall be construed for all purposes to be a separate and independent covenant or agreement. If a court of competent jurisdiction holds any provision (or portion of a provision) of this Agreement to be illegal, invalid, or otherwise unenforceable, the remaining provisions (or portions of provisions) of this Agreement shall not be affected thereby and shall be found to be valid and enforceable to the fullest extent permitted by law.
25. CONTACT INFORMATION
If you have any questions about this Agreement, please contact us by email or regular mail at the following address: email@example.com or Víos Nutrition, PO Box 21208, Winston-Salem, NC 27120.