TERMS OF SERVICE

Last Update: March 20, 2019

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

The Vibrant website (the “Site”), its applications (the “Apps”), and content available on the Site and Apps (the “Content”) are copyrighted work belonging to Vibrant. Vibrant services help providers or practitioners order lab testing through its website, personalize reports for their patients and make food choices through diet plans, vary nutrition 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-america.com/privacy). THE TERMS OF THE PRIVACY POLICY ARE INCORPORATED INTO, AND CONSIDERED A PART OF, THIS AGREEMENT.

CERTAIN DISCLAIMERS

ALL INFORMATION CONTAINED ON THE SERVICES (INCLUDING THE SITE, APPS, AND CONTENT), INCLUDING NUTRIENT INFORMATION, INGREDIENTS, FOOD ALLERGENS, AND INFORMATION RELATING TO MEDICAL AND HEALTH CONDITIONS IS FOR INFORMATIONAL PURPOSES ONLY AND NOT PROVIDED AS MEDICAL ADVICE.

VIBRANT DOES NOT ASSUME ANY LIABILITY FOR INACCURACIES OR MISSTATEMENTS ABOUT PRODUCTS, WHETHER BASED ON MANUFACTUER 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.

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.

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.

Personalize report feature:

You have access to making recommendations to your patients based on your 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.

VIBRANT DOES NOT ASSUME ANY LIABILITY FOR INACCURACIES OR MISSTATEMENTS ABOUT PRODUCTS, WHETHER BASED ON MANUFACTUER 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.

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.

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.