Note : Due to the COVID-19 pandemic, Vibrant's customer service hours are only able to provide coverage from 6AM – 4PM PST.
Please be patient as we will be getting a high volume of emails, chats, and phone calls.

TERMS OF SERVICE

Welcome to Vibrant Wellness (“Vibrant”). We offer an intuitive wellness service enabling our health partners to order laboratory diagnostics, and use a proprietary algorithm to report wellness of patients (“Subscriber”) and thereby providing a tool to monitor health status of patients. The following terms and conditions form a binding agreement between you and us, whether or not you register and become a Subscriber or Health Partner or simply browse the Site as a “Visitor”, where “you” or “your” refers to the person accessing or using the Site or Services. Registered Users and Visitors may be referred to collectively as “Users”.

Voluntary participation

Your use of the Vibrant service is voluntary. It is your choice whether to participate or not. You may cancel the service at any time. If for any reason you believe that your use is anything but voluntary, please terminate all use of the service.

Acceptance of Terms

  • You agree to use Vibrant’s Services (excluding any services provided by Vibrant under a separate agreement) in accordance with these Terms of Service (“TOS”). These TOS apply to users based in the United States. Vibrant also may offer other services from time to time that are governed by different terms of service.
  • Except as specified herein, these TOS apply to any use of the Services, including but not limited to:
    • submitting a feces or saliva/blood sample for testing, DNA extraction and processing.
    • uploading a digital version of your Genetic Information and interacting with it on the Website; and/or
    • Creating and using a free Vibrant account without providing your feces or saliva sample or Genetic Information.
  • By using the Service, you agree to these TOS. You may not use the Services if you do not accept these TOS.
  • Where this option is made available to you by Vibrant for any Service, you can also accept the TOS by clicking accept or agree to the TOS.
  • When using particular elements of Vibrant’s Services, you may be subject to additional guidelines or rules applicable to such Services and such guidelines or rules will be made available to you through such Service from time to time. These guidelines or rules form part of the TOS.

Your personal information

In the course of your relationship with Vibrant, we collect several types of Personal Information. Personal Information is information that could be used to identify you, either alone or in combination with other information. We collect such information from you when you purchase our services, use the website, create a personal account, complete surveys and forms, or when you communicate with us or request information from us. Personal Information collected online can be combined with Personal Information collected offline. We collect five primary types of Personal Information through our services and website.

  1. Registration Information is information that we collect from you when you purchase or sign up for the Vibrant Wellness services. Examples of such information include your name, age, ZIP code, and contact information, such as an email address. We also collect your credit card information to process payment for Vibrant Wellness.
  2. Blood Test Information consists of your blood biomarker profile. This biomarker profile is generated when you purchase Vibrant Wellness and your blood sample is analyzed and processed through a blood testing company, such as Vibrant America LLC. The personnel involved in the blood draw do not perform testing. Your privacy at Vibrant America is governed by Vibrant America’s privacy policy. After the laboratory performs the blood test, the resulting information is securely sent to and stored on Vibrant’s servers.
  3. Self-Reported Information includes information you provide in the Vibrant Settings, such as ethnicity, gender, body weight, pulse rate, etc.
  4. User Content is all information other than blood test information or self-reported information provided by the users of the Vibrant services and transmitted, whether publicly or privately, to Vibrant. User content may include data, text, software, music, audio, photographs, graphics, video, messages, or other materials. For example, user content includes posts made to the Vibrant community forums or emails to customer support.

ACCESS RIGHTS. We hereby grant to you a limited, non-exclusive, nontransferable access right to access the Site and use the Services solely for your personal non-commercial use only as permitted under these terms and any Separate Vibrant Agreements you may have entered into with us (“Access Rights”).

You agree that you will not, and will not attempt to: (a) interfere in any manner with the operation of the Services or Site, or the hardware and network used to operate the Services or Site; (b) distribute, sell, lease, rent, sublicense, assign, export, or transfer in any other manner any of my rights under this Agreement or otherwise use the Services or Site for the benefit of a third party or to operate a service bureau; (c) modify, copy or make derivative works based on any part of the Services, the Site or any underlying software, technology or other information, including any printed materials of the same; (d) create Internet “links” to or from the Services or Site, or “frame” or “mirror” any of Vibrant content which forms part of the Services or Site; or (e) otherwise use the Services or Site in any manner that exceeds the scope of use granted above.

Any use of third party software provided in connection with the Site or Services will be governed by such third parties’ licenses and not by these Terms. You agree to be responsible for any act or omission of any users that access the Site or Services under your Account or using your Password that, if undertaken by you, would be a violation of these Terms, and that such act or omission shall be deemed a violation of these Terms by you. We reserve the right, in our sole discretion, to deny use of the Site or Services to anyone for any reason.

YOUR RESPONSIBILITIES AND ACCEPTABLE USE OF THE SITE AND SERVICE. You agree not to use the Site or Services to: (a) violate any local, state, national or international law; (b) stalk, harass or harm another individual; (c) collect or store personal data about other users; (d) impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity; or (e) interfere with or disrupt the Site or Services or servers or networks connected to the Site or Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Site or Services. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Site or Services, use of the Site or Services or access to the Site or Services for any purposes other than for which the Site or Services are being provided to you. You may not reverse engineer, disassemble, decompile, or translate any components of the Site or Services, attempt to derive the source code of any components of the Site or Services, or authorize or assist any third party to do any of the foregoing. Without our written consent, you may not (i) allow, enable, or otherwise support the transmission of mass unsolicited, commercial advertising or solicitations via e-mail (SPAM); (ii) use any high volume, automated, or electronic means to access the Services (including without limitation robots, spiders or scripts); or (iii) frame the Site, place pop-up windows over its pages, or otherwise affect the display of its pages.

Use of the Site requires that you comply with certain acceptable use policies we may establish from time-to-time. As part of your responsibilities as a Visitor or a Registered User of the Site, you agree that you will not: (a) use the Site or any Service in a manner that is unlawful, harmful to minors, threatening, harassing, abusive, defamatory, slanderous, vulgar, gratuitously violent, obscene, pornographic, indecent, lewd, libelous, invasive of another’s privacy, or racially, ethnically or otherwise offensive, hateful or abusive; (b) infringe someone else’s patent, trademark, trade secret, copyright or other intellectual property or other rights; (c) use the Site or any Service for unsolicited or unauthorized advertising, junk or bulk e-mail (SPAM), chain letters, letters relating to a pyramid scheme or any other unsolicited commercial or non-commercial communication; (d) interfere with others using the Site; (e) use the Site in any manner that uploads or otherwise spreads any software viruses, worms, time bombs, corrupted files, Trojan horses or any other computer code, files, or programs that are designed or intended to disrupt, damage, overburden, impair or limit the functioning of any software, hardware, network, server or communications systems or equipment; (f) disrupt, interfere or inhibit any other user from enjoying the Site or other affiliated or linked websites, material, contents, products and/or services; (g) use any robot, spider, or other such programmatic or automatic device, inducing but not limited to automated dial-in or inquiry devices, to obtain information from the Site or otherwise monitor or copy any portion of the Site and/or Services; (h) create a false identity for the purpose of misleading others; (i) prepare, compile, use, download or otherwise copy any user information and/or usage information for any portion thereof, or transmit, provide or otherwise distribute (whether or not for a fee) such information to any third party; (j) attempt to disable, bypass, modify, defeat or otherwise circumvent any security related tools incorporated into the Services and/or the Site; (k) reproduce, duplicate, copy, sell, or exploit for any commercial purposes, any portion of the Site or access to the Site; or (l) systematically collect or use any content from the Site or Service, including through the use of any data mining, or similar data gathering and extraction methods.

MODIFICATIONS TO TERMS. We may change these Terms from time to time. If you object to any such changes, your sole recourse will be to cease using the Site and/or Services. Continued use of the Site and/or Services following notice of any such changes will indicate your acknowledgement of such changes and agreement to be bound by the revised Terms, inclusive of such changes. Such notice may be comprised of an email to your registered email address or a notice posted at the Site.

DISCONTINUATION OF OR MODIFICATIONS TO THE SITE OR SERVICES. We reserve the right to modify or discontinue the Site or Services with or without notice to you. We will not be liable to you or any third party should we exercise our right to modify or discontinue the Site or Services. If you object to any such changes, your sole recourse will be to cease using the Site or Services. Continued use of the Site or Services following notice of any such changes will indicate your acknowledgement of such changes and satisfaction with the Site or Services as so modified.

Explanation of Services:

The Vibrant website (the “Site”,” Provider portal”, “patient portal”), its applications (the “Apps”), and content available on the Site and Apps (the “Content”) are copyrighted work belonging to Vibrant. Vibrant services allow health care providers or practitioners (“Providers” or “Provider”) order lab testing through its website, personalize reports for their patientsand make food choices through diet plans, vary nutrition using diet or third-party manufactured supplements (collectively referred to as “Products” OR “Product”) and set goals through protocols. Such services may be accessed through the Site, Apps, Content, APIs, and data feeds (collectively the “Services”).

The Services include access to the Vibrant public Website, all testing currently on Vibrant Test Menu on website or personal genotyping services, including the collection and analysis of your blood or feces or saliva or buccal swab sample.

You acknowledge and agree that the Services are provided using the current state of the art research and technology available at the time of providing the Services.
As research progresses and scientific knowledge and technology evolve, Vibrant is constantly innovating in order to provide the best possible experience for its users. You therefore acknowledge and agree that the form and nature of the Services which Vibrant provides may change from time to time.
As part of this continuing innovation, you acknowledge and agree that Vibrant may stop (permanently or temporarily) providing some Services (or any features within the Services) to you or to users generally at Vibrant’s sole discretion.
You may stop using the Services at any time. You do not need to specifically inform Vibrant when you stop using the Services unless you are requesting closure of your account.
Vibrant assumes no responsibility for the use of Services outside the terms of this TOS or other applicable terms.
In order to use the Services, you must obtain Internet access, either directly or through devices that access web-based content, and pay any service fees associated with such access. You are solely responsible for paying such fees.
You must provide all equipment necessary to make such Internet connection, including a computer and modem or other access device. You are solely responsible for providing such equipment. You acknowledge and agree that while Vibrant may not currently have set a fixed upper limit on the number of transmissions you may send or receive through the Services or on the amount of storage space used for the provision of any Service, such fixed upper limits may be set by Vibrant at any time, at Vibrant’s discretion.

Vibrant offers patients the opportunity to work with our team of functionally trained Registered Dietitians. Vibrant Patient Connection includes:

  • Lab Result Interpretation
  • Patient Follow-Up Support
  • Nutritional Consulting & Health Coaching
  • Lifestyle Management
  • Individualized Goal Setting
  • Stress management guidance

It is important that you discuss any modifications to your diet, exercise and nutritional supplementation with your physician before making any changes. The Vibrant America Clinical Support team can only provide basic and generalized interpretation of Vibrant lab results. It is the ordering provider’s responsibility to provide comprehensive clinical interpretation and individualized treatment recommendations for lab test results.

No medical advice

The information provided by Vibrant is for purposes of improving your wellness and athletic performance only and is not intended to provide medical advice, diagnosis, or treatment. Youhave engaged the services of a licensed healthcare provider or other person authorized by law to order the blood test and to receive your results prior to making your Vibrant recommendations available to you. You should seek the advice of a physician or other qualified health provider with whom you have such a relationship if you have questions regarding any medical or psychiatric condition or if you are experiencing any symptoms of or believe you may have any medical or psychiatric condition, regardless of any information contained within Vibrant. You should not ignore professional medical advice or delay in seeking it because of Vibrant recommendations. Furthermore, you should not interpret your Vibrant recommendations or any other communications from Vibrant as recommending any specific treatment plan, product or course of action. You should always consult your physician or other qualified health provider before starting any new treatment or stopping any treatment that has been prescribed for you by your physician or other qualified health provider.

PLEASE CALL YOUR DOCTOR OR 911 IMMEDIATELY IF YOU THINK YOU MAY HAVE A MEDICAL OR PSYCHIATRIC EMERGENCY.THE SITE DOES NOT OFFER MEDICAL ADVICE AND NOTHING CONTAINED IN THE CONTENT IS INTENDED TO CONSTITUTE PROFESSIONAL ADVICE FOR MEDICAL DIAGNOSIS OR TREATMENT OR TO ADVOCATE OR RECOMMEND THE PURCHASE OR SELECTION OF ANY PRODUCT, SERVICE OR TO ENDORSE OR GUARANTEE THE QUALIFICATIONS, CREDENTIALS OR APPROPRIATENESS OF ANY HEALTH CARE PROVIDED LINKED TO, ADVERTISED ON THIS SITE. NEITHER THE SITE NOR THE SERVICES ARE A MEDICAL PROGRAM AND ARE NOT INTENDED FOR THE DIAGNOSIS OR TREATMENT OF ANY MEDICAL CONDITION. IF YOU SUSPECT THAT YOU MAY HAVE A MEDICAL CONDITION, CONSULT YOUR PHYSICIAN.

VIBRANT DOES NOT ASSUME ANY LIABILITY FOR ANY HARM ARISING OUT OF PRODUCTS RECOMMENDED ALONG WITH ITS SERVICES, INACCURACIES OR MISSTATEMENTS ABOUT PRODUCTS, WHETHER BASED ON MANUFACTURER INFORMATION, THIRD PARTY INFORMATION, VIBRANT USERS’ INFORMATION OR ON RATINGS AND ASSESMENTS GENERATED BY VIBRANT. YOU SHOULD CAREFULLY READ ALL INFORMATION PROVIDED BY THE MANUFACTURERS OF THE PRODUCTS, WHETHER ONLINE OR ON THE ACTUAL PRODUCT PACKAGING AND LABELS, INCLUDING NUTRIENT CONTENT, INGREDIENTS, FOOD ALLERGEN AND CONTACT INFORMATION, AND HEALTH CLAIMS, BEFORE USING OR CONSUMING A PRODUCT. FOR ADDITIONAL INFORMATION ABOUT A PRODUCT, PLEASE CONTACT THE MANUFACTURER DIRECTLY.

Additional scope

We may incorporate different or additional technologies to collect or test data in the future. We may, at our sole discretion choose to re-process your blood sample using any such different or additional technology. However, your purchase of Vibrant does not automatically include any such different or additional technology, and we reserve the right to charge you additional fees prior to processing your sample using any such different or additional technology. You may also need to submit a blood sample or other biological sample for processing on such different or additional technology.
If you are a resident of New York, New Jersey, Massachusetts or Rhode Island you agree prior to testing that no additional testing or processing will be performed. Access to any additional future technologies will require a new authorization by a qualified healthcare provider and will incur additional charges.

Cost

You are paying for the Vibrant services with your personal funds and any third-party payers will not pay for or reimburse you for these costs. Vibrant will not submit any information provided by you for reimbursement or payment from private insurance carriers, Medicare, Medicaid, or any other third-party payers. We are not able to offer refunds once a blood sample has been collected. Vibrant blood tests are valid for one year (12 months) after purchase.

Benefits

If you participate in the Vibrant services, you may or may not experience benefits. Potential benefits may include better nutritional and physical fitness.

Account Creation, Customer Account, Password and Security Obligations

  • You agree to:
    • provide true, accurate, current, and complete Registration Information about yourself as prompted by the Service; and
    • maintain and promptly update the Registration Information to keep it true, accurate, current, and complete.
  • If you provide any Registration Information that is untrue, inaccurate, not current, or incomplete, or if vibrant has a reasonable ground to suspect that such information is untrue, inaccurate, not current, or incomplete, vibrant may suspend or terminate your account and refuse any and all current or future use of the Service (or any portion of it).
  • After you have purchased our Service, you will need to create a password and account designation to access the Service.
  • You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your password or account. If you allow third parties to access the Service through your username and password, you will reimburse vibrant and its affiliates against any liability, costs, or damages, including attorney fees, arising out of claims or suits by such third parties based upon or relating to such access and use.
  • You agree to:
    • immediately notify vibrant of any unauthorized use of your password or account or any other breach of security; and
    • ensure that you exit from your account at the end of each session.
  • vibrant cannot and will not be liable for any loss or damage arising from your failure to comply with this Section.

Your Promises

  • By accessing vibrant Services, you agree to, acknowledge, and promise as follows:
    • You understand that information you learn from vibrant is not designed to diagnose, prevent, or treat any condition or disease or to ascertain the state of your health in the absence of medical and clinical information.
    • You understand that the vibrant Services are intended for research, informational, and educational purposes only, and that while vibrant information may identify possible diagnosis or treatments, you should not take any decisions about your health based on the information you receive through the Service and you are strongly advised to seek the advice of your doctor or other health care provider if you have questions or concerns arising from your test Information.
    • You understand that Vibrant validates the accuracy and precision of the testing but not of its clinical or diagnostic value. These tests are intended for research, wellness and informational purpose only. Vibrant is actively doing clinical research on these samples, deidentified from patients under an IRB and will make research publications towards the same as and when the clinical utility is well established.
    • You understand thatthese tests have been laboratory developed and their performance characteristics determined by Vibrant America LLC, a CLIA-certified laboratory performing the test CLIA#:05D2078809. The test has not been cleared or approved by the U.S. Food and Drug Administration (FDA). Although FDA does not currently clear or approve laboratory-developed tests in the U.S., certification of the laboratory is required under CLIA to ensure the quality and validity of the tests.
    • You give permission to vibrant, its contractors, successors and assignees to perform testing and genotyping services on the DNA extracted from your feces or saliva sample and you specifically request vibrant to disclose the results of analyses performed on your DNA to you and to the healthcare provider that ordered the test.
    • You promise that you are at least eighteen (18) years of age if you are providing blood or feces or saliva sample or accessing your Genetic Information.
    • You are promising that any sample you provide is your blood orfeces or saliva; if you are agreeing to these TOS on behalf of a person for whom you have legal responsibility, you are confirming that the sample provided will be the sample of that person.
    • You agree that any blood orfeces or saliva sample you provide and all resulting data may be transferred and/or processed outside the country in which you reside.
    • You are promising that you are not an insurance company or an employer attempting to obtain information about an insured person or an employee.
    • You are aware that some of the information you receive may provoke strong emotion.
    • You take responsibility for all possible consequences resulting from your sharing with others access to your Genetic Information and your Self-Reported Information.
    • You understand that all your Personal Information will be stored in vibrant databases and will be processed in accordance with the vibrant Privacy Statement
  • You understand that by providing any sample, having your Genetic Information processed, accessing your Genetic Information, or providing Self-Reported Information, you acquire no rights in any research or commercial products that may be developed by vibrant or its collaborating partners. You specifically understand that you will not receive compensation for any research or commercial products that include or result from your Genetic Information or Self-Reported Information.
  • You agree that you have the authority, under the laws of the country in which you reside, to provide these promises. In case of breach of any one of these promises vibrant may suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof) and you will reimburse vibrant and its affiliates against any liability, costs, or damages suffered by vibrant and its affiliates arising out of the breach of the promises.

Confidentiality

The information that we collect as part of the Vibrant services will be kept confidential and will only be identified by an anonymous number. Information about you that will be collected will be secure and nobody but Vibrant’s qualified staff or authorized partners will be able to see it.

Material Provided to vibrant – Your Proprietary Rights

  • User Content. vibrant does not claim ownership of the User Content you provide to vibrant (including feedback and suggestions) or post, upload, input, or submit to the Service. Unless otherwise specified, you retain copyright and any other rights you already hold over User Content that you create and submit, post, or display on or through the Services.
  • By submitting, posting, or displaying User Content, you give vibrant, its affiliated companies, sublicensees and successors and assigns a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display, distribute, reproduce, edit, reformat, and create derivative works from any User Content that you submit, post, or display on or through the Services.
  • You acknowledge and agree that this license includes a right for vibrant to make such User Content available to other companies, organizations, or individuals with whom vibrant has relationships, and to use such User Content in connection with the provision of those services.
  • The above license does not affect how we use and share information about you which is as set out in ourPrivacy Statement.
  • You understand that vibrant, in performing the required technical steps to provide the Services to our users, may:
    • transmit or distribute your User Content over various public networks and in various media; and
    • make such changes to your content as are necessary to conform and adapt that content to the technical requirements of connecting networks, devices, services, or media. You acknowledge and agree that this license shall permit vibrant to take these actions.
  • You promise to vibrant that you have all the rights, power, and authority necessary to grant the above license.
  • Genetic and/or Self-Reported Information. Your blood or feces or saliva sample, once submitted to and analyzed by us, is processed in an irreversible manner and cannot be returned to you. See our Website for more information on sample processing. Any Genetic Information derived from your feces or saliva remains your information which us as set forth in these TOS and our Privacy Statement.
  • You understand that you should not expect any financial benefit from vibrant as a result of having your Genetic Information processed; made available to you; or, as provided in our Privacy Statement and TOS, shared with or included in Aggregated Genetic and Self-Reported Information shared with research partners, including commercial partners.
  • Research and Products. As stated above, you understand that by providing any sample, having your Genetic Information processed, accessing your Genetic Information, or providing Self-Reported Information, you acquire no intellectual property or similar rights in any research or commercial products that may be developed by vibrant or its collaborating partners. You specifically understand that you will not receive compensation for any research or commercial products that include or result from your Genetic Information or Self-Reported Information.

Right to refuse or withdraw

You do not have to take part in this service if you do not wish to do so. You may also stop participating at any time you choose. It is your choice and all of your rights will still be respected.

Indemnification

You agree to indemnify, defend and hold harmless Vibrant, LLC., its licensors, suppliers, and their respective directors, officers, employees, agents, affiliates, successors and assigns, from and against any and all claims, damages, losses, costs (including reasonable attorneys’ fees) and other expenses that arise from your participation in the Vibrant services.

ACCURACY OF INFORMATION. Vibrant does not warrant that any information, pictures or graphic depictions, descriptions or other content of the Site are accurate, complete, reliable, updated, current, or error-free. you agree to notify Vibrant immediately if you become aware of any errors or inconsistencies in the information or content provided through the Site and comply with any corrective action taken by Vibrant.

THIRD PARTY CONTENT AND MONITORING. Parties other than Vibrant may offer and provide products and services on or through the Site. Except for Vibrant branded information, products or services that are identified as being offered by Vibrant, Vibrant does not operate, control, or endorse any information, products, or services on the Site or accessible through the Site in any way. Vibrant is not responsible for examining or evaluating, and Vibrant does not warrant the offerings of, any of these businesses or individuals or the content of their websites. Vibrant does not assume any responsibility or liability for the actions, product, and content of all these and any other third parties. You should carefully review their privacy statements and other conditions of use.

LINKS. Our provision of a link to any other website or location is for your convenience and does not signify our endorsement of such other site or location or its contents. We have no control over, do not review, and cannot be responsible for, these outside websites or their content. Access to any other websites linked to the Site is at your own risk. When leaving the Site, you should carefully review the applicable terms and policies, including privacy and data gathering practices, of that third-party website. WE WILL NOT BE LIABLE FOR ANY INFORMATION, SOFTWARE, OR LINKS FOUND AT ANY OTHER WEBSITE, INTERNET LOCATION, OR SOURCE OF INFORMATION, NOR FOR YOUR USE OF SUCH INFORMATION, SOFTWARE OR LINKS, NOR FOR THE ACTS OR OMISSIONS OF ANY SUCH WEBSITES OR THEIR RESPECTIVE OPERATORS.

Ownership. The software, code, proprietary methods and systems used to provide the Site or Services (“Our Technology”) and the content of the Site and Services (“Our Content”) are (1) copyrighted by Vibrant and/or its licensors under United States and international copyright laws, (2) subject to other intellectual property and proprietary rights and laws, and (3) owned by Vibrant or its licensors. Neither Our Content nor Our Technology may be copied, modified, reproduced, republished, posted, transmitted, sold, offered for sale, or redistributed in any way without our prior written permission and the prior written permission of our applicable licensors. You must abide by all copyright notices, information, or restrictions contained in or attached to any of Our Content or Our Technology and you may not remove or alter any such notice, information or restriction. Your use of our Content and Technology must at all times comply with these Terms and any additional restrictions in any Separate Vibrant Agreements you may have entered into with Vibrant. Nothing in these Terms grants you any right to receive delivery of a copy of Our Technology or to obtain access to Our Technology except as generally and ordinarily permitted through the Site according to these Terms.

TERMINATION. You may delete your Account and end your registration at any time, for any reason by sending an email to support@Vibrant.com. Vibrant may terminate your use of the Site, your Account and/or registration for any reason at any time. You understand that termination of your agreement with Vibrant pursuant to these Terms and your Account will not entitle you to any refund and may involve deletion of your information from our live databases as well as any content that you uploaded to the Site using such Account. YOU AGREE THAT WE WILL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY TERMINATION OF YOUR ACCESS TO THE SITE OR SERVICES OR DELETION OF YOUR ACCOUNT OR CONTENT UPLOADED BY YOU.
YOUR SEPARATE VIBRANT AGREEMENT MAY CONTAIN DIFFERENT TERMINATION PROVISIONS FOR A GIVEN SERVICE. IN SUCH CASES THE TERMINATION PROVISIONS WITHIN THE SEPARATE VIBRANT AGREEMENT FOR SPECIFIC SERVICES SHALL GOVERN THE TERMINATION OF THOSE SERVICES.

DISCLAIMER OF WARRANTIES. YOU EXPRESSLY AGREE THAT USE OF THE SITE OR SERVICES IS AT YOUR SOLE RISK. BOTH THE SITE AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. VIBRANT EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT, TITLE, OPERABILITY, CONDITION, QUIET ENJOYMENT, VALUE, ACCURACY OF DATA AND SYSTEM INTEGRATION. VIBRANT MAKES NO WARRANTY THAT THE SITE OR SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE SITE OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES VIBRANT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR SERVICES, OR THAT DEFECTS IN THE SITE OR SERVICES WILL BE CORRECTED. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE OR SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR INFORMATION. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM VIBRANT OR THROUGH THE SITE OR SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

LIMITATION OF LIABILITY. YOU UNDERSTAND THAT TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL VIBRANT OR ITS OFFICERS, EMPLOYEES, DIRECTORS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SUCH PARTIES WERE ADVISED OF, KNEW OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY), ARISING OUT OF OR RELATED TO YOUR USE OF THE SITE OR THE SERVICES, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), WARRANTY, STATUTE OR OTHERWISE. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THIS SITE OR THE SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SITE OR THE SERVICES. THE AGGREGATE LIABILITY OF VIBRANT TO YOU FOR ALL CLAIMS ARISING FROM OR RELATED TO THE SITE OR THE SERVICES IS LIMITED TO THE LESSER OF (I) THE AMOUNT OF FEES ACTUALLY PAID BY YOU FOR USE OF THE SERVICES OR (II) ONE HUNDRED DOLLARS (U.S. $100.00). 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 and disclaimers may not apply to you. To the extent that we may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of our liability will be the minimum permitted under such applicable law.

INDEMNIFICATION. You agree to indemnify, defend and hold harmless Vibrant, its parents, subsidiaries, affiliates, licensors, co-branders, suppliers and other contract relationship, and the officers, directors, employees, consultants, and agents of each, and other Registered Users and Visitors, from and against any and all third-party claims, liabilities, damages, losses, costs, expenses, fees (including reasonable attorneys’ fees and court costs) that such parties may incur as a result of or arising from (1) User Content and any information you submit, post or transmit through the Site or Services, (2) your use of the Site or Services, (3) your violation of these Terms, (4) your violation of any rights of any other person or entity or (5) any viruses, trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines input by you into the Services.

TRADEMARKS. Certain of the names, logos, and other materials displayed on the Site or in the Services may constitute trademarks, tradenames, service marks or logos (“Marks“) of Vibrant or other entities. You are not authorized to use any such Marks. Ownership of all such Marks and the goodwill associated therewith remains with us or those other entities.

GEOGRAPHICAL RESTRICTIONS. Vibrant makes no representation that all products, services and/or material described on the Site, or the Services available through the Site, are appropriate or available for use in locations outside the United States or all territories within the United States. Registered Users and Visitors access our Site and the Services on their own initiative and are responsible for compliance with local laws. Certain companies affiliated with Vibrant provide services and operate websites which may be linked to from our Site and which are governed by their own terms of use and not these Terms, and may be subject to laws of other local or international jurisdictions.

Copyright Infringment

If you believe any content infringes your copyright, you may request that such Content be removed from our website by contacting Vibrant’s copyright agent and providing the following information:

  • Identification of the copyrighted work that you believe to be infringed. Please describe the work, and where possible include a copy or the location (e.g., URL) of an authorized version of the work
  • Identification of the material that you believe to be infringing and its location. Please describe the material and provide its URL or any other pertinent information that will allow Vibrant to locate the material
  • Your name, address, telephone number and email address
  • A statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law
  • A statement by you, made under penalty of perjury, that the information that you have supplied is accurate and that you are the copyright owner or are authorized to act on the copyright owner’s behalf
  • A signature or the electronic equivalent from the copyright holder or authorized representative

Applicable law

This agreement and the resolution of any dispute related to these Terms, our website, the services, your Vibrant report or any other content shall be governed by and construed in accordance with the laws of California, without regard to its conflicts of law principles. Any legal action or proceeding between Vibrant and you related to this agreement shall be brought exclusively in a court of competent jurisdiction sitting in California, United States, and you agree to submit to the personal and exclusive jurisdiction of such courts.

Hello. Welcome to Vibrant Wellness, LLC. (“we” “us” “our” or “Vibrant”)!

“You” or ““your” applies to healthcare provider or practitioner as applicable.

The Vibrant website (the “Site”,” Provider portal”, “patient portal”), its applications (the “Apps”), and content available on the Site and Apps (the “Content”) are copyrighted work belonging to Vibrant. Vibrant services allow health care providers or practitioners (“Providers” or “Provider”) order lab testing through its website, personalize reports for their patientsand make food choices through diet plans, vary nutrition using diet or third-party manufactured supplements (collectively referred to as “Products” OR “Product”) and set goals through protocols. Such services may be accessed through the Site, Apps, Content, APIs, and data feeds (collectively the “Services”).

THIS TERMS OF SERVICE AGREEMENT (“AGREEMENT”) SETS FORTH THE LEGALLY BINDING TERMS FOR YOUR USE OF THE SERVICES. THIS AGREEMENT IS ACCEPTED BY YOUR ACCESSING AND/OR USE OF THE SERVICES. YOU MAY NOT ACCESS AND/OR USE THE SERVICES OR ACCEPT THE AGREEMENT IF YOU ARE NOT AT LEAST 18 YEARS OLD. BY ACCESSING AND/OR USING THE SERVICES, YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THE AGREEMENT AND TO ABIDE BY ALL OF THE TERMS AND CONDITIONS SET FORTH HEREIN. IF YOU DO NOT AGREE WITH ALL PROVISIONS OF THIS AGREEMENT, PLEASE DO NOT ACCESS AND/OR USE THE SERVICES.

PLEASE REVIEW VIBRANT’S PRIVACY POLICY (http://www.Vibrant-wellness.com/privacy). THE TERMS OF THE PRIVACY POLICY ARE INCORPORATED INTO, AND CONSIDERED A PART OF, THIS AGREEMENT.

CERTAIN DISCLAIMERS

THE FOLLOWING DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS. IF YOU ARE A USER RESIDING IN A JURISDICTION THAT DOES NOT PERMIT SUCH DISCLAIMERS, INCLUDING QUEBEC, SUCH DISCLAIMERS SHALL NOT APPLY TO YOU.

ALL INFORMATION CONTAINED ON THE SERVICES (INCLUDING THE SITE, APPS, AND ALL CONTENT- NUTRIENT INFORMATION, REPORT CONTENT, FOOD INGREDIENTS, FOOD ALLERGENS, AND INFORMATION RELATING TO MEDICAL AND HEALTH CONDITIONS LIKE DESCRIPTION OF TEST, MARKERS MEASURED, SYMPTOMS ASSOCIATED WITH THE TEST AND RESOURCES ARE FOR INFORMATIONAL PURPOSES ONLY AND NOT PROVIDED AS MEDICAL ADVICE.

VIBRANT DOES NOT ASSUME ANY LIABILITY FOR ANY HARM ARISING OUT OF PRODUCTS RECOMMENDED ALONG WITH ITS SERVICES, INACCURACIES OR MISSTATEMENTS ABOUT PRODUCTS, WHETHER BASED ON MANUFACTURER INFORMATION, THIRD PARTY INFORMATION, VIBRANT USERS’ INFORMATION OR ON RATINGS AND ASSESMENTS GENERATED BY VIBRANT. YOU SHOULD CAREFULLY READ ALL INFORMATION PROVIDED BY THE MANUFACTURERS OF THE PRODUCTS, WHETHER ONLINE OR ON THE ACTUAL PRODUCT PACKAGING AND LABELS, INCLUDING NUTRIENT CONTENT, INGREDIENTS, FOOD ALLERGEN AND CONTACT INFORMATION, AND HEALTH CLAIMS, BEFORE USING OR CONSUMING A PRODUCT. FOR ADDITIONAL INFORMATION ABOUT A PRODUCT, PLEASE CONTACT THE MANUFACTURER DIRECTLY.

INFORMATION ON THE SERVICES IS NOT INTENDED AS A SUBSTITUTE FOR THE ADVICE PROVIDED BY A QUALIFIED AND LICENSED HEALTHCARE PROFESSIONAL. YOU SHOULD NOT USE INFORMATION ON THE SERVICES FOR THE DIAGNOSIS OR TREATMENT OF A HEALTH PROBLEM OR DISEASES. YOU SHOULD ALWAYS CONSULT YOUR HEALTHCARE PROVIDER BEFORE MAKING ANY DIETARY OR NUTRITIONAL CHANGES.

Vibrant testing does not demonstrate absolute positive and negative predictive values for any disease state or condition. Its clinical utility has not been fully established.

Vibrant validates the accuracy and precision of the testing but not of its clinical or diagnostic value. So these tests are for wellness and informational purpose only. Vibrant is actively doing clinical research on these samples, deidentified from patientsunder an IRB and will make research publications towards the same as and when the clinical utility is well established.

These tests have been laboratory developed and their performance characteristics determined by Vibrant America LLC, a CLIA-certified laboratory performing the test CLIA#:05D2078809. The test has not been cleared or approved by the U.S. Food and Drug Administration (FDA). Although FDA does not currently clear or approve laboratory-developed tests in the U.S., certification of the laboratory is required under CLIA to ensure the quality and validity of the tests.

IN ADDITION TO ALL OTHER LIMITATIONS AND DISCLAIMERS IN THIS AGREEMENT, VIBRANT DISCLAIMS ANY LIABILITY OR LOSS IN CONNECTION WITH THE CONTENT PROVIDED ON THE SERVICES.

USER ACCOUNTS

Account Creation. In order to use certain features of the Services, you must register for an account with Vibrant (“Vibrant Account”) and provide certain information about yourself as prompted by the registration form. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; and (c) your use of the Services does not violate any applicable law or regulation or the terms of this Agreement.

Account Responsibilities. You are responsible for maintaining the confidentiality of your Vibrant Account login information and are fully responsible for all activities that occur under your Vibrant Account. You agree to immediately notify Vibrant of any unauthorized use, or suspected unauthorized use of your Vibrant Account or any other breach of security. Vibrant cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements. We will protect your Vibrant Account information in accordance with the Privacy Policy.

Communication from Vibrant and other Users. By using the Service, you agree to receive certain communications, for example, you may receive an update on products you scanned, or you may receive a periodic e-mail newsletter from Vibrant. You can opt-out of non-essential communications by mailing support@Vibrant-america.com or unsubscribing from the email notification.

You take responsibility for any medical necessity, applicable state licensures for ordering and follows all applicablerules and regulations including but not limited to:

a. The Health Insurance Portability and Accountability Act of 1996 (HIPAA) and subsequentrevisions including the Health Information Technology for Economic and Clinical Health(HITECH) Act, and implementing regulations;

b. The federal Anti-Kickback Statute (42 U.S.C. § 1320a-7b(b)) and the related safe harborregulations at 42 C.F.R. § 1001.952, and any applicable state provisions;

c. The Limitation on Certain Physician Referrals, also referred to as the “Stark Law” (42 U.S.C.§ 1395nn) and implementing regulations at 42 C.F.R. §§ 411.350 et seq. and anyapplicable state provisions;

d. The Civil Monetary Penalties Law, 42 U.S.C. § 1320a-7a and implementing regulations at42 C.F.R. Part 1003, and any applicable state provisions.

SERVICE

Test Orders on this Web Site:

You have access to orderingVibranttests on this Web Site by using the practitioner account you created. YOU ACKNOWLDGE AND AGREE THAT THE ORDERING OF THE TESTS IS THE PRACTITIONER-YOURSELF, AND NOT VIBRANT. The ordering of tests on this Web Site is subject to availability.

VIBRANT AND ITS AFFILIATES SHALL HAVE NO RESPONSIBILITY OR LIABILITY TO YOU WHATSOEVER IN RESPECT OF SUCH TESTS WHICH YOU ORDER FROM THIS WEBSITE OTHER THAN PERFORMING TESTS AS PER VIBRANT TESTING POLICIES LISTED ON THIS WEBSITE.

Test order Purchase from site:

Vibrant allows providers to order tests for their patients on the website.VIBRANT shall perform the Services at the pricing as set forth in the Test Price Calculator inside the Provider portal. All Vibrant services are provided on a pre-paid purchase only. The patient or provider is required to pay using their credit card prior to reporting the results. Vibrant reserves the right to withhold results for any payment related issues associated with the test order.
Suggested Test feature:

Vibrant provides suggested tests as a convenience only feature based on ordering patterns of other providers/published literature. This feature does not intend to make you order medically unnecessary or additional testing. It is your responsibility to use your medical discretion to order the relevant testing for your patients.

Provider recommended Reference range:

A reference range is a set of values that includes upper and lower limits of a lab test based on a group of otherwise healthy people. The values in between those limits may depend on such factors as age, sex, and specimen type (blood, urine, spinal fluid, etc.) and can also be influenced by circumstantial situations such as fasting and exercise. These intervals are thought of as “normal ranges or limits.”. Vibrant validation reports details how these ranges have been established for each of its test.

Three important things to know about reference ranges:

  • A normal result in one lab may be abnormal in another: While accuracy of laboratory testing has significantly evolved over the past few decades, some lab-to-lab variability can occur due to differences in testing equipment, chemical reagents used, and analysis techniques. Consequently, for most lab tests, there is no universally applicable reference value.
  • A normal result does not promise health: While having all test results within normal limits is certainly a good sign, it’s not a guarantee. For many tests, there is a lot of overlap among results from healthy people and those with diseases, so there is still a chance that there could be an undetected problem. Lab test results in some people with disease fall within the reference range, especially in the early stages of a disease.
  • An abnormal result does not mean you are sick: A test result outside the reference range may or may not indicate a problem. Since many reference values are based on statistical ranges in healthy people, you may be one of the healthy people outside the statistical range, especially if your value is close to the expected reference range. However, the abnormal value does alert your healthcare provider to a possible problem, especially if your test result is far outside the expected values.

Vibrant offers service to providers to set their own reference ranges based on their professional experience and discretion. By setting such reference ranges, provider assumes full liability for any actions taken upon these providers’ recommended reference ranges.

Lab Reports:

Vibrant provides only 1 option to deliver results securely through MyVibranthealthportal access to both patients and physicians. Vibrant does not provide reports through fax or mail outpaper reports as an option.

One-click Report/Personalized report feature:

Vibrant allows providers to create their own personalized report based on provider recommended reference range, nutritional support protocols and activities for their patients.

Providers have access to making recommendations to their patients based on the patients’ test results. Vibrant provides a service to let you view, create and/or choose diet plans and protocols that have been used by several providers across the US. These diet, nutrient protocols are intended for sole use by qualified healthcare practitioners when considering nutritional support protocols for their patients and clients. The use of brand names, protocols and other suggestions are solely for educational purposes only. These products or protocols are not endorsed by the respective companies for any disease conditions. FDA requirements prohibit disease claims from being associated with dietary supplements. In order to protect both Customers, Supplements brands and Vibrant itself from potential legal liability, Vibrant suggestion to dietary supplements and non-medical foods may not be displayed or mentioned in association with disease claims. For dietary supplements and non-medical foods, product reviews and testimonials must be monitored and must not include disease claims.

The statements and such protocols have not been evaluated by the Food and Drug Administration. The products listed in such protocols are not intended to diagnose, treat, cure or prevent any disease. The information, comments, and opinions are for educational purposes only. At no time should it take the place of individualized evaluation and treatment recommendations provided by a qualified and licensed health care practitioner in the context of a clinical relationship. Practitioners should evaluate the above information using their expertise coupled with each patient’s individualized assessment.

Third Party Payment Service Provider:

For all international orders and payment processed through this website, Vibrant uses a third-party Payment Processor for certain payment services (e.g. card acceptance, merchant settlement, and related services). By making use of some or all of these payment services available through Vibrant, you agree to be bound by the applicable Payment Processor terms and conditions and privacy policy. The applicable policy may be found at the following link:
https://stripe.com/terms.

You hereby consent to and authorize Us to delegate the authorizations and share the information You provide to Us with the Payment Processor(s) to the extent required to provide the Services to You.

Clinical Support:

Vibrant offers Provider Consults for the following with a team of functionally trained registered dietitians:

  • Patient Lab Interpretation
  • Dietary and Supplement Recommendations
  • Provide the Latest Education
  • Consult on Advanced Cases
  • Discuss Protocols
  • Support Patient Compliance

The Vibrant America Clinical Support team can only provide basic and generalized interpretation of Vibrant lab results. It is the ordering provider’s responsibility to provide comprehensive clinical interpretation and individualized treatment recommendations for lab test results.

Limitation of Liability

THE FOLLOWING LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS. IF YOU ARE A USER RESIDING IN A JURISDICTION THAT DOES NOT PERMIT SUCH LIMITATION, SUCH LIMITATIONS SHALL NOT APPLY TO YOU.

IN NO EVENT SHALL VIBRANT AND ITS AFFILIATES BE LIABLE TO YOU OR TO ANY OTHER PERSON OR ENTITY FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES, HOWEVER CAUSED, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), STRICT LIABILITY, PRODUCT LIABILITY OR OTHERWISE, EVEN IF VIBRANT OR ANY OF ITS AFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Ownership. You acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Services (including the Site, Apps, and Content, but excluding any User Content as defined herein) are owned by Vibrant or Vibrant’s suppliers. The provision of the Services does not transfer to you or any third party any rights, title or interest in or to such intellectual property rights. Vibrant and its suppliers reserve all rights not granted in this Agreement.

License. Subject to the terms of this Agreement, Vibrant grants you a non-transferable, non-exclusive, license (without the right to sublicense) to (a) use the Services solely for your personal, non-commercial purposes, and (b) install and use the Apps, solely on your own handheld mobile device (e.g., iPhone, Android, etc. as applicable) and solely for your personal, non-commercial purposes

Certain Restrictions. The rights granted to you in this Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Services; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Services; (c) you shall not access the Services in order to build a similar or competitive service; (d) except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; (e) You may not copy or modify the code used to provide the Services; and (f) You may not use the Site, Apps, Content, or Services on or in connection with any other website, for any purpose. Any future release, update, or other addition to functionality of the Services shall be subject to the terms of this Agreement. All copyright and other proprietary notices on the Site must be retained on any copies.

Use of Services at Your Own Risk. Your access to and use of the Site, Content, Apps, and Services is at your own risk. Vibrant will have no responsibility for any harm to your computing system, loss of data, or other harm to you or any third party, including, without limitation, any bodily harm, that results from your access to or use of the Site, Apps, Content, or Services, or reliance on any information or advice with respect to any food products.

Customer Support. Vibrant has no obligation to provide you with customer support of any kind. However, Vibrant may provide you with customer support from time to time, at Vibrant’s sole discretion.

Modification Of Services. Vibrant reserves the right, at any time, to modify, suspend, or discontinue the Services (including the Site, Apps, and APIs) or any part thereof with or without notice. Vibrant reserves the right to integrate into a different web service, migrate to a different URL, modify or discontinue, restrict or block access to, the Services without notice to you. Vibrant may modify or remove any Content from the Services at any time without notice to you. Vibrant is not liable for any such modification, suspension, discontinuance or removal. You agree that Vibrant will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services or any part thereof.

USER CONTENT

User Content. “User Content” of a user means any photographs, pictures, content, text, artwork, files, programs, sound, graphics, video, data, product ratings, product comments, or forum post and other similar materials that a user submits, emails or otherwise uses with the Services. “Your User Content” means User Content that you provide to Vibrant. “Media” means any means of conveying information, whether now known or hereafter devised. You are solely responsible for your User Content.

You assume all risks associated with use of User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of Your User Content that makes you or any third party personally identifiable.

License. By using Your User Content with the Services, you automatically grant, and you represent and warrant that you have the right to grant, to Vibrant an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use Your User Content, and to grant sublicenses of the foregoing, solely for the purposes of including Your User Content in the Services. You agree to irrevocably waive (and cause to be waived) any claims and assertions of moral rights or attribution with respect to Your User Content.

Feedback. Vibrant will treat any feedback or suggestions you provide to Vibrant as non-confidential and non-proprietary. Thus, in the absence of a written agreement with Vibrant to the contrary, you agree that you will not submit to Vibrant any information or ideas that you consider to be confidential or proprietary.

User Content License Grants. You hereby grant to Vibrant a worldwide, perpetual, irrevocable, nonexclusive, royalty-free, fully-paid up, transferable right and license, with the right to sublicense through multiple levels of sublicensees, under all of your intellectual property and other rights in Your User Content, to (a) reproduce, distribute, transmit, publicly perform and publicly display Your User Content, in whole or in part, in any manner and Media, (b) modify, adapt, translate and create derivative works from Your User Content, in whole or in part, in any manner and Media, (c) sublicense the foregoing rights, in whole or in part, to any third party, with or without a fee and (d) exercise any and all other present or future rights in Your User Content.

Name, Trademarks and Likenesses License Grants. You hereby grant to Vibrant a worldwide, perpetual, irrevocable, nonexclusive, royalty-free, fully-paid up, transferable right and license, with the right to sublicense through multiple levels of sublicensees, under all of your intellectual property and other rights in Your User Content, to use all trademarks, trade names and the names and likenesses of any individuals that appear in Your User Content. You grant Vibrant the right to use the name that you submit in connection with Your User Content.

Moral Rights. You hereby waive and agree never to assert any claim of Moral Rights in Your User Content against Vibrant or any of Vibrant’s licensees. “Moral Rights” means any right to (a) divulge Your User Content to the public; (b) retract Your User Content from the public; (c) claim authorship of Your User Content; (d) object to any distortion, mutilation or other modification of Your User Content; or (e) any and all similar rights, existing under judicial or statutory law of any country or jurisdiction in the world, or under any treaty regardless of whether or not such right is called or generally referred to as a moral right.

Restrictions. You agree that you will not submit User Content that is unlawful, pornographic, libelous, defamatory, tortious, obscene, or racially, ethnically or otherwise objectionable or that otherwise violates general Vibrant community standards. We expressly reserve the right to remove or not make available any User Content that we deem to be in violation of this Agreement, applicable laws or our community standards in our sole discretion. You agree that you will not upload, post, e-mail or otherwise transmit User Content to us that contain software viruses or any other computer code, files, or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.

No Obligation. Although we have the right to include Your User Content in the Service or in any Media, we do not have the obligation to do so. We may, in our sole discretion and for any reason, refuse Your User Content or remove it from our Service at any time. We reserve the right to remove, screen, edit, or reinstate User Content from time to time at our sole discretion and without notice to you. We have no obligation to retain or provide you with copies of Your User Content, nor do we guarantee any confidentiality with respect to Your User Content.

Advertising. Vibrant and its licensees may publicly display advertisements and other information adjacent to or included with Your User Content. You are not entitled to any compensation for such advertisements. The manner, mode and extent of such advertising are subject to change without specific notice to you.

Representations and Warranties. You hereby affirm, represent, and warrant that (a) you own, or have the necessary licenses, rights, and/or consents to use Your User Content with the Services as described herein; (b) Your User Content does not infringe any copyright or any other intellectual property right of any third party; (c) Your User Content, and Vibrant’s exercise of its rights hereunder, do not and will not violate, misappropriate or infringe any intellectual property right, including but not limited to trademark rights, copyrights, moral rights and publicity rights of any third party; (d) you possess all rights necessary for the reproduction, distribution, transmission, public performance, public display, and other exploitation of Your User Content by Vibrant as permitted hereunder; (e) Your User Content is not pornographic, obscene, libelous, defamatory, tortious, or otherwise unlawful; (f) all factual statements submitted by you are accurate and not misleading; and (g) Your User Content does not in any other way violate the Acceptable Use Policy (defined below).

You may not state or imply that Your User Content is in any way provided, sponsored or endorsed by Vibrant. Because you alone are responsible for Your User Content (and not Vibrant), you may expose yourself to liability if, for example, Your User Content violates the Acceptable Use Policy. Vibrant is not obligated to backup any User Content and Your User Content may be deleted at anytime. You are solely responsible for creating backup copies of Your User Content if you desire. We will protect User Content in accordance with Vibrant’s Privacy Policy.

Indemnity

You agree to indemnify and hold harmless Vibrant and its affiliates and their respective directors, officers, employees, agents, mandataries or other representatives from and against all claims, liability, damages  and expenses, including without limitation all legal fees and costs arising from or relating to (a) your breach of these Terms of Use; and (b) your use of this Site; and (c) any claim or allegation that any content provided by you to Vibrant, including testimonials, infringe the intellectual property or other rights of any third party or applicable laws.

Notice of Data Processing

Under the General Data Protection Regulation (GDPR) issued by the European Commission, Vibrant is a third-party processor of your patient’s Personal Data; you, the Practitioner/Clinician, are the controller and/or processor, as applicable, of that Personal Data under the European Data Protection Legislation; and each party will comply with the obligations applicable to it under GDPR Legislation with respect to the processing of that Customer Personal Data.

Applicable Law & Jurisdiction

These Terms of Use and any disputes arising under or related to these Terms of Use will be governed by the laws of California, without reference to any conflicts of law principles that would result in the application of the laws of another jurisdiction. The parties irrevocably attorn to the jurisdictions of the courts of California in respect of all disputes, proceedings or actions relating to these Terms of Use. The parties hereby expressly agree to exclude the application of the United Nations Convention on Contracts for the International Sale of Goods as amended, replaced or re-enacted from time to time.

Severability, Waiver and Assignment

If any provision of these Terms of Use are found to be illegal, invalid or unenforceable for any reason, then that provision shall be deemed severable from these Terms of Use and shall not affect the legality, validity and enforceability of any remaining provisions. No failure on the part of Vibrant to enforce any part of these Terms of Use shall constitute a waiver of any of Vibrant’ rights under these Terms of Use. All waivers by Vibrant must be in writing and signed. You may not assign these Terms of Use or assign any rights or delegate any obligations hereunder and thereunder, in whole or in part, without the prior written consent of Vibrant. Any such purported assignment or delegation by you without the prior written consent of Vibrant will be null and void and of no force and effect. Vibrant may assign these Terms of Use or any rights hereunder without your consent and without notice.

Changes to the Terms of Use

Vibrant may at any time modify these Terms of Use.

If you have an account on this Web Site, Vibrant will provide you notice of such modification via e-mail or mail to the e-mail address or the mailing address associated with your account. Your use of this Web Site following such notice shall be deemed to be acceptance of such modified Terms of Use.  If you do not agree to any such modifications, you must immediately contact Vibrant to cancel your account and cease using this Web Site.

For users of this Web Site that have not set up an account, Vibrant will make available the updated Terms of Use on this Web Site. Your access or use of this Web Site following such posting will be deemed to be acceptance of such modified Terms of Use.  If you do not agree to any such modifications, you must immediately cease accessing and using this Web Site. You acknowledge and agree that it is your responsibility to review the Terms of Use each time you access this Web Site.

Termination

Vibrant may at any time terminate your right to access this Web Site without notice to you.

Provisions of these Terms of Use relating to Geographic Scope; Reliance on Information; Purchases on this Website; Changes to this Web Site; Age of Majority; Accounts; Links; Testimonials; Intellectual Property (provided that your license will terminate upon termination); Disclaimers of Warranties; Limitation of Liability; Indemnity; Applicable Law and Jurisdiction; Severability, Waiver and Assignment; Termination; Language; and Entire Agreement will survive the termination of your right to use this Web Site.

Entire Agreement

These Terms of Use and the Testimonial Terms and Conditions constitute the entire agreement between you and Vibrant with respect to your use of this Web Site and will supersede all previous agreements, understandings and representations relating thereto.