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.

No Insurance

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. 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 our Privacy 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.