Effective Date: October 30, 2019
I. Introduction and Eligibility
These Terms constitute a binding agreement between you and Vibrent Health, Inc. and its affiliates and subsidiaries (collectively “Vibrent Health,” “we,” “us”). You accept these Terms each time you access the Vibrent Health Tools. If you do not accept these Terms, you are not authorized to use the Vibrent Health Tools.
We may revise these Terms at any time by posting an updated version. You should visit this page periodically to review the most current Terms, because you are bound by them. Your continued use of the Vibrent Health Tools after a change to these Terms constitutes your binding acceptance of these Terms, as so modified from time to time.
You must be over the age of 18 or have the permission of a parent or guardian to use the Vibrent Health Tools. No part of the Vibrent Health Tools is directed to persons under the age of 18. IF YOU ARE UNDER 18 YEARS OF AGE, PLEASE DO NOT USE OR ACCESS THE VIBRENT HEALTH TOOLS AT ANY TIME OR IN ANY MANNER.
You may use the Vibrent Health Tools on behalf of an organization as long as you are an authorized representative of that organization. If you are using the Vibrent Health Tools on behalf of an organization, then you represent and warrant that you: (i) are an authorized representative of that organization; (ii) have the authority to bind that organization to these Terms; and (iii) agree to be bound by these Terms on behalf of that organization.
The terms “post” and “posting” as used in these Terms shall mean the act of submitting, uploading, publishing, displaying, or similar action on the Vibrent Health Tools.
II. The Vibrent Health Tools
The “Vibrent Health Tools” mean various websites, mobile application and software that is developed and maintained by Vibrent Health. Vibrent provides technology tools for its partners and customers to conduct health research. Various use cases include and are not limited to outreach, recruitment, enrollment and engagement of individuals in health research studies. Any content such as consent language, videos, surveys, education messages, communication messages, that is distributed to individuals through Vibrent tools could be produced and authored by our partners and customers.
All of the information and content we provide as part of the Vibrent Health Tools is for informational purposes only. We make no representations or warranties about any such information, and you assume full risk and responsibility for the use of or reliance on information you obtain from or through the Vibrent Health Tools or from Vibrent Health Inc. Vibrent Health Tools is not authorized to provide or endorse, and does not provide or endorse, any professional advice, diagnoses or treatments. The Vibrent Health Tools may provide helpful Health-Related Information, but it is not intended to substitute for professional advice, diagnoses or treatment, or your judgment. You assume full risk and responsibility for the use of or reliance on information you obtain from or through the Vibrent Health Tools or from Vibrent Health.
As part of the Vibrent Health Tools, individuals and will be able to communicate with each other and share information. You understand and acknowledge that we make no representations or warranties about any such information, and you assume full risk and responsibility for the use or reliance on such information and that you may be exposed to content that is objectionable or otherwise inappropriate. We reserve the right to review and remove from the Vibrent Health Tools any content at any time for any reason, including for activity which, in our sole judgment, violates these Terms, applicable laws, rules or regulations, is abusive, disruptive, offensive or illegal, or violates the rights of, or harms or threatens the safety of, anyone who accesses or uses the Vibrent Health Tools. You must treat information obtained through the Vibrent Health Tools as confidential Communications.
The Vibrent Health Tools are web and mobile applications that enables individuals to use software and services for health research. Vibrent Health does not employ, recommend or endorse any of its partners or customers, nor are we responsible for the conduct, advice or recommendations of any of these. Furthermore, Vibrent Health is not responsible for reviewing or verifying the identity, qualifications or competence of anyone who uses the Vibrent Health Tools. We make no representations concerning the completeness, accuracy, or utility of any information provided by a partner or customer through Vibrent Health, or concerning the identity, qualifications or competence of individuals who placed it there. Use caution and common sense when using the Vibrent Health Tools.
Your use of Vibrent Health Tools does not create any professional relationship with Vibrent Health Inc. You should consult with qualified professionals and research staff from our partners and customers, including those with expertise in health and wellness who are familiar with your medical history and specific needs. Never disregard professional advice or delay in seeking it because of information you read on the Vibrent Health Tools. If you think you may have a medical or health emergency, call your doctor or 911 immediately.
You agree to use the Vibrent Health Tools only for its intended purpose. You must use the Vibrent Health Tools in compliance with all privacy, data protection, intellectual property, and other applicable laws. The following uses of the Vibrent Health Tools are expressly prohibited. You may not: (1) attempt to interfere with, harm, reverse engineer, steal from, or gain unauthorized access to the Vibrent Health Tools, user accounts, or the technology and equipment supporting the Vibrent Health Tools; (2) frame or link to the Vibrent Health Tools without permission; (3) use data mining, robots, or other data gathering devices on or through the Vibrent Health Tools, unless specifically allowed by these Terms; (4) post incomplete, false, or misleading information, impersonate another person, or misrepresent your affiliation with a person or entity; (5) harass, stalk, abuse, or post irrelevant or objectionable material; (6) sell, transfer, or assign any of your rights to use the Vibrent Health Tools to a third party without our express written consent; (7) post advertising, marketing, or spam links or content, except as specifically allowed by these Terms (posting the same note more than once can be considered "spam" or "spamming"); (8) use the Vibrent Health Tools in an illegal way or to commit an illegal act in relation to the Vibrent Health Tools or that otherwise results in fines, penalties, and other liability to Vibrent Health or others; or (9) access the Vibrent Health Tools from a jurisdiction where it is illegal or unauthorized.
The Vibrent Health Tools may include links to third party websites and applications. You are responsible for evaluating whether you want to access or use them. We are not responsible for and do not endorse any features, content, advertising, products, or other materials on other websites or applications. You assume all risk and we disclaim all liability arising from your use of them.
We may change, suspend, or discontinue any aspect of the Vibrent Health Tools at any time, including hours of operation or availability of the Vibrent Health Tools or any feature, without notice or liability.
We reserve the right to suspend or terminate your account and prevent your access to and use of the Vibrent Health Tools for any reason, at our discretion. We reserve the right to refuse to provide the Vibrent Health Tools to you in the future.
We make no promises about, and expressly disclaim all liability of, specific results from the use of the Vibrent Health Tools.
III. Your Account
In order to access and use the Vibrent Health Tools, you will be required to create an account which has a username, password and other information about you. You are responsible for your log-in credentials and for keeping your information accurate and up-to-date. You are responsible for any activity resulting from the use of your log-in credentials on the Vibrent Health Tools. Your account, once created, is incorporated into these Terms.
You represent and warrant that your account information is, when provided by you, and will be at all other times, true, accurate, current and complete.
Your account is personal to you, and you may not share your account information with, or allow access to your account by, any third party. As you will be responsible for all activity that occurs under your access credentials, you agree to use reasonable efforts to prevent unauthorized access to or use of the Vibrent Health Tools and to preserve the confidentiality of your username and password, and any device that you use to access the Vibrent Health Tools.
You agree to notify us immediately of any breach in secrecy of your log-in information. If you have any reason to believe that your account information has been compromised or that your account has been accessed by a third party, you agree to notify the Vibrent Health immediately by e-mail to . You acknowledge and agree that you are solely responsible for the losses incurred by the Vibrent Health and others due to any unauthorized use of your account.
Vibrent Health Tools may communicate with you about your account by email or posting notice on the Vibrent Health Tools.
You agree to receive email, SMS messages and push notifications from us at the email address or phone number you provided to us for customer service-related purposes, account management purposes, system maintenance informing you about new opportunities to participate in health research studies that may be relevant for you and for special offers that may be relevant for you.
You agree that we may communicate with you electronically regarding security, privacy and administrative issues relating to your account. If we learn of a security system’s breach, we may attempt to notify you electronically by posting a notice on the Vibrent Health Tools or sending an email to you. You may have a legal right to receive this notice in writing. To receive free written notice of a security breach (or to withdraw your consent from receiving electronic notice), please write to us at .
IV. Intellectual Property Matters
The contents of the Vibrent Health Tools include: designs, text, graphics, images, video, information, logos, button icons, software, audio files, computer code and other Vibrent Health content (collectively, “Vibrent Health Content”). All Vibrent Health Content and the compilation (meaning the collection, arrangement, and assembly) of all Vibrent Health Content are the property of Vibrent Health or its licensors and are protected under copyright, trademark and other laws.
We authorize you, subject to these Terms, to access and use the Vibrent Health Tools and the Vibrent Health Content solely for the intended purposes described in these Terms. Any other use is expressly prohibited. This license is revocable at any time without notice and with or without cause. Unauthorized use of the Vibrent Health Content may violate copyright, trademark, and applicable communications regulations and statutes and is strictly prohibited. You must preserve all copyright, trademarks, service marks, and other proprietary notices contained in the original Vibrent Health Content on any copy you make of the Vibrent Health Content.
Vibrent Health Inc., the Vibrent Health logo, and other Vibrent Health logos and product and service names are or may be trademarks of Vibrent Health Inc. (the “Vibrent Health Marks”). Without our prior written permission, and except as solely enabled by any link as provided by us, you agree not to display or use in any manner the Vibrent Health Marks.
The Vibrent Health Tools may provide you with the ability to create, post, submit or share content (“Your Content”). You represent and warrant that: (i) you own the content shared, posted or transmitted by you on or through the Vibrent Health Tools or otherwise have the right to grant the licenses with respect to Your Content set forth in these Terms, (ii) the sharing, posting or transmitting of, and subsequent use of, Your Content on or through the Vibrent Health Tools does not violate the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights, or any other rights of any third party, and (iii) the sharing, posting or transmitting of Your Content on the Vibrent Health Tools does not, and will not, breach the terms or conditions of any agreement you have with any third party or any duty you owe any third party.
You understand and agree that you will not obtain, as a result of your use of the Vibrent Health Tools, any right, title or interest in or to any content obtained via the Vibrent Health Tools or in any intellectual property rights (including, without limitation, any copyrights, patents, trademarks, trade secrets or other rights) in such content.
The Vibrent Health Tools contains content from users and other Vibrent Health licensors. Except as provided within these Terms, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any content appearing on or through the Vibrent Health Tools.
We appreciate hearing from our users and welcome your comments regarding the Vibrent Health Tools. Please be advised, however, that if you send us ideas, suggestions, inventions, or materials, we will: (i) own, exclusively, all now known or later discovered rights to the ideas; (ii) not be subject to any obligation of confidentiality; (ii) not be liable for any use or disclosure of any creative ideas; and (iv) be entitled to unrestricted use of the ideas for any purpose whatsoever, commercial or otherwise, without compensation to you or any other person.
The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials posted on the Vibrent Health Tools infringe your copyright, you (or your agent) may send Vibrent Health a “Notification of Claimed Infringement” requesting that the material be removed, or access to it blocked. The notice must include the following information: (1) a physical or electronic signature of a person authorized to act on behalf of the owner of the works that have been allegedly infringed; (2) identification of the copyrighted work alleged to have been infringed (or if multiple copyrighted works located on the Vibrent Health Tools are covered by a single notification, a representative list of such works); (3) identification of the specific material alleged to be infringing or the subject of infringing activity, and information reasonably sufficient to allow Vibrent Health to locate the material on the Vibrent Health Tools; (4) your name, address, telephone number, and email address (if available); (5) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (6) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send Vibrent Health a counter-notice.
Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see for details. Notices and counter-notices with respect to the Vibrent Health Tools should be sent to 4114 Legato Road, 9th Floor, Fairfax, VA 22033 (). Consult your legal advisor and see 17 U.S.C. § 512 before filing a notice or counter-notice as there are penalties for false claims under the DMCA.
V. General Terms and Conditions
You and Vibrent Health agree to submit any dispute under, arising out of or in connection with these Terms, including your use of the Vibrent Health Tools, to the American Arbitration Association for resolution by binding arbitration, pursuant to its rules and procedures, before a single, neutral arbitrator selected by the American Arbitration Association, unless you opt-out in accordance with the opt-out procedures set forth below. Any such arbitration, to the extent necessary, shall be conducted in the Commonwealth of Virginia. If the value of the relief sought is $10,000 or less you or Vibrent Health may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on the parties subject to the arbitrator's discretion to require an in-person hearing, if the circumstances warrant. Attendance at any in-person hearing may be made by telephone, unless the arbitrator requires otherwise. Decisions by the arbitrator are enforceable in any court in the United States with proper jurisdiction. All aspects of the arbitration proceeding, and any ruling, decision or award by the arbitrator, will be strictly confidential. Payment of all filing, administration and arbitrator fees will be governed by the American Arbitration Association’s rules. You covenant and agree to refrain from filing any action against Vibrent Health in any court or joining any action against Vibrent Health before any court as a representative or class member. You can choose to reject this section of the Terms regarding arbitration by mailing us a written opt-out notice. Any such opt-out notice must be sent to us by letter, postmarked no later than 30 days after the date you accept these Terms for the first time. All opt-out notices must be mailed to Vibrent Health Inc., Attn: Administrator, 4114 Legato Road, 9th Floor, Fairfax, VA 22033. The opt-out notice must state that you do not agree to the Terms regarding arbitration and must include your name, address and phone number, and the username and password to which the opt-out applies. You must sign the opt-out notice for it to be effective.
If the Terms regarding arbitration do not apply to a particular claim or dispute, you agree that such claim or dispute must be resolved exclusively by a state or federal court located in the Commonwealth of Virginia. You expressly agree to submit to the personal jurisdiction of the courts located within the Commonwealth of Virginia for the purpose of litigating any such claims or disputes.
Any claim or dispute you have or may have with Vibrent Health Inc., or any of our affiliates, must be made within one (1) year from the date it arises, and you expressly agree to refrain from asserting any such claim or dispute at any time after this 1-year period.
We are not responsible for any disputes or disagreements between you and any third party with whom you interact using the Vibrent Health Tools. You assume all risk associated with dealing with third parties. You agree to resolve disputes directly with the other party. You release Vibrent Health of all claims, demands, and damages in disputes among users of the Vibrent Health Tools. You also agree not to involve us in such disputes.
Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found to be invalid, the parties nevertheless agree that the remainder will be given commercially reasonable effect.
VI. DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT: (A) YOUR USE OF THE VIBRENT HEALTH TOOLS IS AT YOUR SOLE RISK, AND THE VIBRENT HEALTH TOOLS IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND VIBRENT HEALTH EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES AS TO PRODUCTS OR SERVICES OFFERED BY BUSINESSES LISTED ON THE VIBRENT HEALTH TOOLS, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; (B) VIBRENT HEALTH MAKE NO WARRANTY THAT (I) THE VIBRENT HEALTH TOOLS WILL MEET YOUR REQUIREMENTS, (II) THE VIBRENT HEALTH TOOLS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE VIBRENT HEALTH TOOLS WILL BE ACCURATE OR RELIABLE, (IV) THE QUALITY OF ANY GOODS OR SERVICE AVAILABLE ON THE VIBRENT HEALTH TOOLS WILL MEET YOUR EXPECTATIONSAND, AND (IV) ANY ERRORS IN THE VIBRENT HEALTH TOOLS WILL BE CORRECTED; AND (C) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE VIBRENT HEALTH TOOLS IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH MATERIAL.
VII. LIMITATION OF LIABILITY AND INDEMNIFICATION
YOU EXPRESSLY UNDERSTAND AND AGREE THAT VIBRENT HEALTH IS NOT LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY LOSSES OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES OR PERSONAL INJURY OR DEATH (EVEN IF VIBRENT HEALTH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE VIBRENT HEALTH TOOLS; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH, FROM, OR AS A RESULT OF THE VIBRENT HEALTH TOOLS; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY USER OR THIRD PARTY ON THE VIBRENT HEALTH TOOLS; (V) YOUR RELIANCE ON CONTENT MADE AVAILABLE BY US; OR (VI) ANY OTHER MATTER RELATING TO THE VIBRENT HEALTH TOOLS.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS IN THIS SECTION MAY NOT APPLY TO YOU.
TO THE FULLEST EXTENT POSSIBLE BY LAW, VIBRENT HEALTH’S MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE VIBRENT HEALTH TOOLS OR YOUR USE OF VIBRENT HEALTH CONTENT, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE), WILL NOT EXCEED $100.
You agree to defend, indemnify and hold harmless Vibrent Health, and each of its directors, officers, managers, employees, owners and agents, and each of their respective successors and assigns, from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, arising out of, resulting from or in connection with (i) your use of or reliance on any third-party content, (ii) your use of or reliance on any Vibrent Health Content, or (iii) your breach of these Terms.
You also acknowledge and understand that, with respect to any dispute with Vibrent Health Inc. arising out of or relating to your use of the Vibrent Health Tools or these Terms:
· YOU ARE GIVING UP YOUR RIGHT TO HAVE A TRIAL BY JURY;
· YOU ARE GIVING UP YOUR RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INVOLVING ANY SUCH DISPUTE; AND
· YOU MUST FILE ANY CLAIM WITHIN ONE (1) YEAR AFTER SUCH CLAIM AROSE OR IT IS FOREVER BARRED.