Vital Circle

Terms of Use

 

 Welcome to the Terms of Use for Vital Circle. This document provides the legal Terms of Use for use of our website, as well as any of the Services that we offer. Please read the Terms carefully, as they include an agreement to waive the right to bring class action suits against us and to handle any claims you might have against us via arbitration.

 

  1. Vital Circle

Vital Circle, LLC (“Vendor”) provides web-based testing and vaccination verification, mail-to-home testing supplies, physical testing and onsite support, wellness surveys and contact tracing (“Services”) through proprietary processes and technologies to organizations. Vital Circle’s processes and/or technology does not prevent the spread of any disease and is designed to give individuals and organizations information to make informed decisions and comply with laws and regulations.

 

  1. Overview

 

These Terms of Use (“Terms”) apply to your (“you” or “your”) use of the Services. By using the Services, you agree that these Terms, including Vendor’s Privacy Policy that is hereby incorporated by reference into these Terms, constitute a legally binding agreement between you and Vendor. YOU MUST AFFIRMATIVELY CONSENT TO USE THE SERVICES, AND BY DOING SO, YOU CONSENT TO THESE TERMS, INCLUDING THE PRIVACY POLICY. IF YOU DO NOT AGREE TO THESE TERMS, INCLUDING THE PRIVACY POLICY, IN THEIR ENTIRETY, YOU MAY NOT ACCESS OR OTHERWISE USE THE SERVICES IN ANY MANNER OR FORM WHATSOEVER.

 

  1. Consequences of Violation and Indemnification

 

Violation of these Terms, including for the avoidance of doubt the Privacy Policy, may lead to suspension or termination of your account or legal action. In addition, you may be required to pay for and/or reimburse the costs of investigation and remedial action related to such violations. Vendor reserves the right to take any other remedial action it sees fit.

 

To the extent permitted by law, you agree to defend, indemnify and hold harmless Vendor and its affiliates, officers, directors, agents, licensors and employees from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) (“Losses”) resulting from or related to (i) your violation of these Terms, including the Privacy Policy, or (ii) your use of the Services. For the avoidance of doubt, Losses shall include all Losses incurred directly or indirectly by Vendor and its affiliates, officers, directors, agents, licensors and employees.

 

  1. Unacceptable Use

 

Vendor requires that all customers and other users of Vendor’s Services conduct themselves with respect for others. You must observe the following rules in your use of the Services:

  1. Abusive Behavior: Do not harass, threaten, or defame any person or entity. Do not contact any person who has requested no further contact. Do not use ethnic or religious slurs against any person or group.

 

  1. Privacy: Do not violate the Privacy Policy or the privacy rights of any person. Do not collect or disclose any personal address, social security number, or other personally identifiable information without each holder’s written permission. Do not cooperate in or facilitate identity theft.

 

  • Intellectual Property: Do not infringe upon the copyrights, trademarks, trade secrets, or other intellectual property rights of any person or entity. Do not reproduce, publish, or disseminate software, audio recordings, video recordings, photographs, articles, or other works of authorship without the written permission of the copyright holder. 

 

  1. Hacking, Viruses, & Network Attacks: Do not access any computer or communications system without authorization, including the computers used to provide the Services. Do not attempt to penetrate or disable any security system. Do not distribute or transmit a computer virus, launch a denial-of-service attack, or in any other way attempt to interfere with the functioning of any computer, communications system, or website. Do not attempt to access or otherwise interfere with the accounts of other users of the Services.

 

  1. Spam: Do not send bulk unsolicited e-mails (“Spam”) or sell or market any product or service advertised by or connected with Spam. Do not facilitate or cooperate in the dissemination of Spam in any way. Do not violate the CAN-SPAM Act of 2003.

 

  1. Fraud: Do not issue fraudulent offers to sell or buy products, services, or investments. Do not mislead anyone about the details or nature of a commercial transaction. Do not commit fraud in any other way.

 

  • Violations of Law: Do not violate any law.

 

  • Sublicensing: Do not rent, lease, sell, distribute, offer in a service bureau, sublicense, or otherwise make available the Services to any third party (except as expressly permitted under these Terms).

 

  1. Reverse Engineering, Benchmarking and Competing: Do not (1) copy, replicate, decompile, reverse engineer, attempt to derive the source code of, modify, or create derivative works of the Services, or any part thereof, (2) access the Services for purposes of performance benchmarking, or (3) access the Services for purposes of building or marketing a product or service competitive with the Services.

 

  1. Reporting Unacceptable Use

 

Vendor requests that anyone with information about a violation of these Terms report it to the following address: PO Box 57, Mount Mourne, NC 28123, or e-mail Vendor at hello@vitalcircle.health. Please provide the date and time (with time zone) of the violation and any identifying information regarding the violator, including e-mail or IP (Internet Protocol) address if available, as well as details of the violation.

 

  1. Intellectual Property Rights

 

All intellectual property rights, and all other proprietary rights, in and to the Services, including all such rights developed by or on behalf of Vendor, are and shall remain the sole property of Vendor and its licensors. You hereby irrevocably assign to Vendor all suggestions, ideas, enhancement requests, and other feedback you provide to Vendor relating to the Services.

 

  1. Warranties and Limitation of Liability

 

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, THE SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND SUBJECT TO ANY NON-EXCLUDABLE RIGHTS AND REMEDIES YOU MAY HAVE UNDER APPLICABLE LAW, VENDOR, ITS LICENSORS, AND ITS SUPPLIERS, EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY, AND FITNESS FOR A PARTICULAR PURPOSE. VENDOR DOES NOT WARRANT THAT YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. VENDOR DOES NOT WARRANT THAT IT WILL REVIEW YOUR DATA FOR ACCURACY OR THAT IT WILL PRESERVE OR MAINTAIN YOUR DATA WITHOUT LOSS. YOU UNDERSTAND THAT USE OF THE SERVICES NECESSARILY INVOLVES TRANSMISSION OF YOUR DATA OVER NETWORKS THAT VENDOR DOES NOT OWN, OPERATE, OR CONTROL, AND THAT VENDOR IS NOT RESPONSIBLE FOR ANY OF YOUR DATA LOST, ALTERED, INTERCEPTED OR STORED ACROSS SUCH NETWORKS. VENDOR WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES, OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE VENDOR’S REASONABLE CONTROL.

 

IN NO EVENT SHALL VENDOR (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE) BE LIABLE TO YOU HEREUNDER FOR ANY DAMAGES LOSSES OR EXPENSES, INCLUDING WITHOUT LIMITATION ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, LOSSES, OR EXPENSES (INCLUDING BUT NOT LIMITED TO BUSINESS INTERRUPTION, LOST BUSINESS OR LOST PROFITS) EVEN IF VENDOR HAS BEEN ADVISED OF THEIR POSSIBLE EXISTENCE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. NOTWITHSTANDING THE FOREGOING SENTENCE, THESE TERMS DO NOT AFFECT CONSUMER RIGHTS THAT CANNOT BY LAW BE WAIVED OR LIMITED, AND THESE TERMS DO NOT EXCLUDE OR LIMIT LIABILITY ARISING OUT OF VENDOR’S GROSS NEGLIGENCE, FRAUD OR WILLFUL MISCONDUCT.

 

  1. Termination

 

If Vendor, in its sole discretion, determines that you or your use of the Services violate these Terms, Vendor may take one or more of the following actions in its sole discretion without prior notice: (i) immediately suspend your access to the Services; (ii) immediately terminate and delete your account along with all content associated with that account; and/or (iii) permanently ban you from using the Services. Further, you agree that Vendor will not be liable to you or any third party for any termination of your access to the Services.

 

  1. Revision of these Terms

 

Vendor may change these Terms at any time by posting a new version on Vendor’s website and sending you notice thereof. The new version will become effective on the date of such notice, and by continuing to use the Services after any revised Terms become effective, you agree to be bound by the new Terms.

 

  1. Miscellaneous

 

  1. Notices: All required notices to you will be sent to the email address associated with your account or through other legally permissible means.

 

  1. Governing Law and Jurisdiction; Dispute Resolution: These Terms will be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws provisions. Should a dispute arise concerning the Services, these Terms, or the breach of these Terms by any party hereto, you and Vendor hereby agree to submit such dispute for resolution by binding arbitration before the American Arbitration Association in Charlotte, North Carolina, in accordance with the then current Commercial Arbitration rules of the American Arbitration Association; provided, however, that any claims, disputes, actions or proceedings by Vendor relating to its intellectual property rights and/or to prevent unfair competition, misappropriation of trade secrets, unauthorized access, and/or fraud (including computer fraud) may be brought in the federal courts in Iredell County, North Carolina, and you irrevocably consent to the exclusive jurisdiction and venue of such courts.

 

To the extent permitted by law, you agree that you will not join any claim with the claim of any other person or entity, and you will not bring, join or participate in any class action lawsuit as to any claim, dispute or controversy that you may have against Vendor and/or its employees, officers, directors, members, representatives and/or assigns. You agree to the entry of injunctive relief to stop such a lawsuit or to remove you as a participant in the suit. You agree to pay the attorney’s fees and court costs that Vendor incurs in seeking such relief. This provision preventing you from bringing, joining or participating in class action lawsuits:

  • does not constitute a waiver of any of your rights or remedies to pursue a claim individually and not as a class action in binding arbitration as provided above; and
  • is an independent agreement. You may opt out of these dispute resolution provisions by providing written notice of your decision within thirty (30) days of the date that you first use or access the Services.

 

  • Severability and Waiver: If a particular provision of these Terms is found to be invalid or unenforceable, it shall not affect the other provisions, and these Terms shall be construed in all respects as if that invalid or unenforceable provision had been limited or omitted to the minimum extent necessary. Vendor’s waiver or failure to enforce any provision of these Terms shall in no way be construed to be a present or future waiver of such provision nor affect Vendor’s ability to enforce any provision thereafter.

 

  1. Entire Agreement: These Terms, including the Privacy Policy referenced and incorporated herein, constitute the entire agreement between you and Vendor with respect to the Services. These Terms supersede any prior representations, terms, or understandings between you and Vendor, whether written or oral, with respect to the Services, including previous versions of these Terms. All terms, conditions or provisions on a purchase order shall be of no force and effect, notwithstanding any acceptance of such purchase order by either party.

 

 Updated August 2022