Terms and Conditions of Use
Vitalchat, Inc. (“Vitalchat, Inc.”, “we”, “us”, “our”) owns and operates the website www.vitalchat.com all underlying software, (or is the licensee), and any sites we have now or in the future that reference these Terms & Conditions of Use (“Terms”) (collectively the “Site”). Before taking advantage of the many useful services offered here, please take a minute to ensure that you understand these Terms which govern your access to and use of the Site.
1. Acceptance of Terms
By accessing or using the Site (including all content and functionality), you agree to be bound by these Terms. If you do not agree with any of these Terms, please do not access or use the Site. By accessing and using our Site, you also agree to the terms in our Privacy Notice, posted at www.Vitalchat.com/privacy-notice which explains what information we collect, how we gather and use the information, our policies for protecting and disclosing information, and the options you have regarding your information. Vitalchat, Inc. reserves the right, in our sole discretion, to make updates or changes to the Site and these Terms at any time. The “Last Updated” legend above indicates when these Terms were last changed. All changes are effective immediately upon posting to the Site. Continued use of the Site following the posting of revised terms will indicate your acknowledgment and agreement to be bound by the revised Terms. For this reason, we encourage you to review these Terms whenever you use our Site. Certain provisions of these Terms may be superseded by expressly designated legal notices or terms located on particular pages of this Site or in other written agreements or Purchase Terms and Conditions you may enter into with Vitalchat, Inc.
2. Age Restrictions
This Site is a general audience site. Vitalchat, Inc. does not intend that any portion of the Website will be accessed or used by children under the age of 13, and such use is prohibited. If you use this Site, you affirm that you are at least 18 years of age, or possess legal parental or guardian consent, and are fully able and competent to enter into, and comply with, the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms, our Privacy Notice, and our Purchase Terms and Conditions. Please contact us at firstname.lastname@example.org, if you believe your child has provided us with personal information in connection with the Site.
3. Intellectual Property
All right, title, and interest in and to the Site and its content, features, and functionality, including, but not limited to, products, information, materials, text, graphics, photographs, illustrations, videos, displays, images, audio, music, button icons, data compilations, files, software, other works of authorship, and the design, selection, arrangement, and compilation thereof (collectively “Content”), and all intellectual property rights in the Site, are retained by Vitalchat, Inc., our affiliates, our partners or our licensors, and are protected by copyright, trademark, patent, intellectual property, and other laws of the United States and foreign countries. You may access and use our Site solely for personal, non-commercial purposes. No right, title or interest in or to the Site is transferred to you, and all rights not expressly granted are reserved by Vitalchat, Inc.. Except as expressly provided in these Terms, you are expressly prohibited from copying, selling, assigning, licensing, renting, reproducing, distributing, modifying, disassembling, decompiling, reverse engineering, creating derivative works of, publicly displaying, publicly performing, marketing, downloading, storing, transmitting, disclosing, or otherwise exploiting any part of the Site or any Content available on or through the Site without the express prior consent of Vitalchat, Inc. You may use information on our products and services purposely made available by Vitalchat, Inc. for downloading from the Site, provided that you (1) do not remove or alter any copyright, trademark, or other proprietary rights notice in any and all copies of Content from the Site; (2) make no modifications to any Content or copies of any Content from our Site; (3) do not use any pictures, photographs, illustrations, video or audio sequences or any graphics separately from the accompanying text; (4) not make any additional representations or warranties relating to such information; (5) otherwise access or use any part of the Site, or any Content available on or through the Site, for any purpose other than personal use and consumption. Except as set forth in this Section 3, if you access or use, or provide any other individual with access, to any part of the Site in breach of these Terms, your right to use the Site will terminate immediately and you must, at our option, return or destroy any copies of the Content you made. Vitalchat, Inc. also reserves the right to terminate your authorization to use any services available on or through the Site and any related accounts immediately and at any time if you breach or threaten to breach these Terms. The trademarks, logos, service marks, and product marks displayed on the Site are the registered and unregistered marks of Vitalchat, Inc., our affiliates or related companies, our partners, or our licensors, and are protected by U.S. and international trademark laws. All other trademarks not owned by us, our affiliates or related companies, our partners or our licensors that appear on the Site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us.
Digital Millennium Copyright Act (“DMCA”) Takedown Notifications
Vitalchat, Inc. respects the intellectual property rights of others. If you believe that your work has been copied, posted, stored, or otherwise transmitted using the Site in a way that constitutes copyright infringement, please provide the following information pursuant to the DMCA to the designated agent listed below:
- an electronic or physical signature of a person authorized to act on behalf of the owner of the copyright interest that is allegedly infringed;
- a clear and complete description of the copyrighted work that you claim has been infringed; a clear and complete description of the material on the Site that you claim to be infringing and a sufficient description of where the material can be located to enable Vitalchat, Inc. to find and remove it;
- sufficient information to contact you, such as your address, telephone number, and email address;
- a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
- a statement by you, made under penalty of perjury, that the information in your notification is accurate and that you are the owner, or an agent authorized to act on behalf of the owner, of an exclusive right that is allegedly infringed.
The designated agent for claims of copyright infringement may be reached at:
e-mail Address: CopyrightRequests@vitalchat.com
Attn: Intellectual Property Counsel
20130 Lakeview Center Plaza, Suite 400
Ashburn, VA 20147
Please reference: “DMCA Copyright Takedown” in your correspondence.
4. Accuracy of Information
We try to provide complete, accurate, up-to-date Content on our Site. Unfortunately, it is not possible to ensure that any website is completely free of human or technological errors. Notwithstanding our best efforts, our Site may contain typographical inaccuracies, mistakes, or omissions, some of which may relate to pricing and availability, and some Content may not be complete or current. As a result, we do not warrant, nor are we responsible for, the accuracy, reliability, completeness, or usefulness of the Content available on or through our Site. We also have made every effort to display as accurately as possible the colors, sizes, and shapes of any products that appear on our Site. However, we cannot guarantee that your computer monitor’s display of any product will be accurate. Pictures, photographs, images, videos, and graphics on our Site are for illustration-purposes only. Not all products and services are available in all geographic areas. Your eligibility for particular products and services is subject to final determination and acceptance by the entity providing such products or services and the provision of such products or services is not an obligation of or guaranteed by Vitalchat, Inc. unless Vitalchat, Inc. is identified as the entity providing such products or services. The Content presented on or through our Site is made available solely for informational purposes. The Site has been designed to provide general information about Vitalchat, Inc., its products and solutions and related information. The Site is not intended to provide investment or medical advice, nor does it provide instruction on the appropriate use of products or solutions produced, supplied or under development by Vitalchat, Inc., its affiliates, related companies, or its licensors, business partners, or other companies. Any reliance you place on Content available on or through our Site is strictly at your own risk and we are not liable or responsible for any reliance place on our Site’s Content. All users of the Site agree that all access and use of the Site, and any and all Content presented on the Site, is at the user’s own risk. We reserve the right to correct any errors, inaccuracies or omissions, and to discontinue, add to, modify, upgrade, or replace all aspects of the Site in our sole discretion and without notice. In particular, we reserve the right in our sole discretion to modify, supplement, discontinue, or remove any Content appearing on or transmitted through the Site. We also reserve the right to adjust prices, products and any special offers at any time at our sole discretion.
5. Prohibited Uses of the Site
When using the Site, you agree not to: (i) Disrupt, damage, interfere with, violate the security of, or attempt to gain unauthorized access to, the Site or any computer network; (ii) Circumvent any technological measure implemented by Vitalchat, Inc. or any of our providers or any other third party (including another user of the Site) to protect the Site; (iii) Use our Site in any manner that could disable, overburden, damage, or impair our Site or interfere with any other party’s use of our Site, including their ability to engage in real time activities through our Site; (iv) Upload, transmit, distribute, or run any computer virus, worm, Trojan horse, logic bomb, or any computer code or other material that could harm or alter a computer, portable device, computer network, communication network, data, the Site, or any other system, device or property; (v) Use any software robots, spiders, crawlers, or other automatic device, process or means to access our Site for any purpose, including monitoring or copying any Content on our Site; (vi) Transmit, or cause the sending of any advertising or promotional material without our prior written consent, including any “junk mail,” “chain letter,” “spam” or any other similar solicitation; (vii) Attempt, in any manner, to obtain the password, account, credentials, or other security information from any other user; or jeopardize the security of your account or anyone else’s account (for example, by allowing another individual to login to the Site as you); (viii) Impersonate or attempt to impersonate Vitalchat, Inc., a Vitalchat, Inc. employee, another Site user or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing); (ix) Use our Site in any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the United States or other countries); (x) Send, knowingly receive, upload, download, use or re-use any Content that does not comply with the standards and requirements set out in these Terms; (xi) Engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of our Site, or which, as determined by us, may harm us or users of our Site or expose them to liability; or (xii) Otherwise attempt to interfere with the proper working of our Site.
6. User Submissions
While we welcome your inquiries or feedback, Vitalchat, Inc. does not accept or consider unsolicited ideas, including without limitation ideas for new marketing ideas, new products, solutions or technologies, or new product names. Please do not send any such unsolicited ideas. Our Site may contain certain interactive features or services that allow users like you to post, upload, publish, display, transmit, or submit (this activity is referred to as “Post”) comments, suggestions, feedback, ideas, materials comments, communications, information, or other Content on or through the Site (collectively “User Submissions”). Any and all User Submissions will be treated as non-proprietary and non-confidential. By Posting any User Submission, you grant Vitalchat, Inc. and our business associates, and each of their and our respective licensees, successors and assigns a royalty-free, perpetual, irrevocable, world-wide, sub-licensable exclusive license to access, copy, modify, adapt, reproduce, redistribute, publish, create derivative works from, compile, arrange, display, disclose, or otherwise make use of User Submissions in any form, media, or technology, whether now known or hereafter developed, alone or as part of other works, for any purpose and in any way without due compensation to you. Vitalchat, Inc. may sublicense its rights through multiple tiers of sublicenses. Vitalchat, Inc. does not waive any right to use similar ideas previously known to us or developed by us. If you Post a User Submission, you represent and warrant that you own or otherwise control the rights to such a User Submission and have the right to grant the license above to us and any of our business associates, any licensees, and any successors and assigns. You agree that you will not Post any User Submission of any type that infringes or violates any rights of any party or otherwise does not comply with these Terms. You may not use false identifying information or contact information, impersonate any person or entity, or otherwise mislead us as to the origin of any User Submission. You understand and acknowledge that you are solely responsible for any User Submission you Post, and you have full responsibility for such Submission, including its legality, reliability, accuracy and appropriateness. We are not liable for the content or accuracy of any User Submission Posted by you or any other user of our Site.
7. Your Account
If you use the Site, you may have the opportunity to register for an account with us. As part of the registration or account creation process, you will create login credentials by selecting a password and providing an e-mail address. Each registration is for a single user only. You are not allowed to share your registration login credentials or give your login credentials to anyone else. You are responsible for maintaining the confidentiality of your password and you agree to accept responsibility for all activities that occur under your account or password. Vitalchat, Inc. is not liable for any loss or damages arising from your failure to maintain the confidentiality of your account. You are further responsible for ensuring that all information you provide on our Site is correct, current, and complete. You agree that you will not provide any false or misleading information during the registration process. You have no right to transfer your account to any other individuals in any manner. If you are accessing and using the Site on someone else’s behalf, you represent that you have the authority to bind that person as a principal to these Terms, and you agree to accept liability for harm caused by any wrongful use of the Site resulting from such access or use. You must notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security that you become aware of. All information you provide when you register for an account on our Site is governed by our Privacy Notice, which is incorporated herein, and we may take any action with respect to your information that is consistent with our Privacy Notice. We reserve the right to refuse service or terminate accounts for any reason, in our sole discretion without prior notice.
8. Links to Third Party Websites
This Site may contain links to third party websites (“Third Party Sites”). Links to other Third Party Sites are provided solely as a convenience to you. We have no control over such Third Party Sites, nor do we review, approve, monitor, endorse, or make any representations or warranties with respect to such Third Party Sites; therefore, we are not responsible or liable to you or to any party for any materials, information advertising, products, services, or other content on or available from such Third Party Sites. If you decide to access any Third Party Sites, you do this entirely at your own risk. You acknowledge and agree that Vitalchat, Inc. is not liable, either directly or indirectly, for any damage or loss caused by or in connection with use of or reliance on any such Third Party Sites.
9. Linking to the Site and Social Media Features
Linking to the Site: You need written permission to link to our Site’s landing page, www.Vitalchat.com, only if you comply with the requirements for Linking to Vitalchat, Inc.’s Site. IF APPROVED, LINKING TO VITALCHAT, INC.’S SITE INDICATES THAT YOU ACCEPT THESE TERMS AND THAT YOU WILL ABIDE BY THE REQUIREMENTS BELOW. IF YOU DO NOT ACCEPT THESE TERMS AND AGREE TO ABIDE BY THESE REQUIREMENTS, DO NOT LINK TO THIS SITE.
Requirements for Linking to Vitalchat, Inc.’s Site:
You may link to our Site’s homepage provided that you:
- Do so in a way that is fair, legal, and does not damage our reputation or take advantage of it, or show Vitalchat, Inc. in a negative light.
- Do not establish a link in any way that suggests any form of association, approval or endorsement on our part without our express written consent.
- Do not use the Vitalchat, Inc. logo or any of Vitalchat, Inc. registered and unregistered trademarks and service marks without the express prior written consent of Vitalchat, Inc.
- Do not present false, misleading or inaccurate information regarding Vitalchat, Inc. or Vitalchat, Inc.’s products or services.
- Do not establish a link from any website not owned by you.
- Cause our Site or any portion of it to be displayed, or appear to be displayed on any other site, for example by framing or in-line linking, or otherwise create a browser or border environment around our Site or our Content.
- Link to any part of the Site other than the landing page, for example by deep linking.
- Do not establish a link from any website containing content that could be construed as illegal, distasteful, offensive, controversial, or otherwise not suitable for all age groups.
- Otherwise take any action with respect to the Site or the Content available on or though this Site that is inconsistent with these Terms or that violates applicable laws.
Social Media Features: Our Site may provide certain social media features that enable you to:(i) link from your own or certain third-party websites to certain Content on our Site; (ii) send emails or other communications with certain Content, or links to certain Content, on this Site; (iii) cause portions of content on this Site to be displayed or appear to be displayed on your own or certain third-party websites. You may use the social media features available on our Site only as they are provided by us, including with respect to any Content displayed with such social media features. Your use of our social media features must also be in accordance with any additional terms and conditions we provide with respect to such features. You are solely responsible for complying with the terms and conditions of any third party social media websites, applications, or services with which you interact and you acknowledge that any information Content that you Post on such third party social media websites, applications, or services is subject to that third party’s privacy policies and other terms and conditions, over which Vitalchat, Inc. has no control, and for which Vitalchat, Inc. will in no event be liable. You agree to cooperate with Vitalchat, Inc. in causing any unauthorized framing or linking to cease immediately. We reserve the right to withdraw linking permission without notice and we may, in our sole discretion, request that you remove any link to the Site. Upon receipt of such request, you shall immediately remove such link. We may disable all or any social media features and any links at any time without notice in our discretion.
You agree to indemnify, defend and hold Vitalchat, Inc. and all of its parents, affiliates or subsidiaries, agents, officers, directors, employees, information providers, licensors and licensees (collectively “Indemnified Parties”) harmless from and against any and all liability and costs (including, without limitation attorneys’ fees and costs), incurred by the Indemnified Parties in connection with your use of the Services or any claim in connection with or resulting from any breach by you of these Terms. You agree to cooperate fully in Vitalchat, Inc.’s defense of any such claim. You agree that Vitalchat, Inc. shall be entitled to select its own counsel, at your expense, to defend it in connection with any claim subject to indemnification by you. You agree that Vitalchat, Inc., and not you, will have control over the defense of any such claim. You further agree that you will not in any event settle any matter involving Vitalchat, Inc., whether or not the settlement binds or is on behalf of Vitalchat, Inc., without the written consent of Vitalchat, Inc.
11. Representations and Warranties; Limitation of Liability
YOUR USE OF THE SITE IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE AND THE CONTENT AVAILABLE ON IT OR THROUGH IT ARE PROVIDED FOR YOUR CONVENIENCE, “AS IS”, AND “AS AVAILABLE” WITH ALL FAULTS AND ERRORS. VITALCHAT, INC. AND OUR AGENTS, SUPPLIERS AND LICENSORS EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TITLE, QUIET ENJOYMENT, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE DISCLAIM ALL WARRANTIES, GUARANTEES AND REPRESENTATIONS WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, COPYRIGHT COMPLIANCE, LEGALITY, OR DECENCY IN RESPECT OF OUR SITE, INCLUDING BUT NOT LIMITED TO ANY CONTENT CONTAINED ON OR ACCESSED THROUGH THE SITE. VITALCHAT, INC. DOES NOT GUARANTEE THAT THE SITE WILL BE UNINTERRUPTED, OR FREE FROM ERROR, DEFECT, LOSS, DELAY IN OPERATION, CORRUPTION, CYBER ATTACK, VIRUSES, INTERFERENCE, HACKING, MALWARE, OR OTHER SECURITY INTRUSION, AND VITALCHAT, INC. DISCLAIMS ANY LIABILITY RELATING THERETO. VITALCHAT, INC. MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING SUGGESTIONS OR RECOMMENDATIONS OF PRODUCTS OR SERVICES OFFERED, DISPLAYED, OR PURCHASED THROUGH THE SITE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THIS SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. VITALCHAT, INC. DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR PROVIDED BY A THIRD PARTY THROUGH OR IN CONNECTION WITH THE SITE OR ANY HYPERLINKED WEBSITE OR SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL VITALCHAT, INC., our affiliates, directors, officers, employees, agents, contractors, licensors, suppliers, successors and assigns of each, be liable for any direct, indirect, consequential, EXEMPLARY, special, incidental, punitive or other damages you or others may suffer, including without limitation any damages for personal injury, pain and suffering, emotional distress, LOST REVENUE, lost profits, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF GOODWILL, business interruption, SERVICE INTERRUPTION, LOST DATA OR CONTENT, COMPUTER DAMAGE, COST OF SUBSTITUTE SERVICES, INABILITY TO USE THE SITE, PRIVACY LEAKAGE, OR ANY OTHER LIABILITIES OR LOSSES CAUSED BY THE SITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON OUR SITE OR SUCH OTHER WEBSITES, ANY products or SERVICES accessed, viewed, or OBTAINED THROUGH OUR SITE OR SUCH OTHER WEBSITES, ANY BREACH OF THESE TERMS, ANY ACT OR OMISSION BY US OR OUR PERSONNEL, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED IN ADVANCE OR COULD HAVE BEEN REASONABLY FORESEEN, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (WARRANTY, CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. TO THE EXTENT OUR LIABILITY HAS NOT BEEN EXCLUDED OR LIMITED UNDER THESE TERMS, OUR AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WILL NOT EXCEED THE TOTAL OF ANY AMOUNTS actually paid BY YOU FOR THE RELEVANT order. The EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN VITALCHAT, INC. AND YOU.
12. Disputes; Governing Law
You agree that any cause of action or claim that you may have relating to this Site must be made or instituted within one year of when the cause of action or claim accrued. You expressly agree that the Terms and any dispute, claim, action, cause of action, issue, or request for relief between you and Vitalchat, Inc. arising out of or relating to these Terms, your visit to our Site, or to products or services obtained on or through the Web Site (collectively “Disputes”) will be governed by and construed in accordance with the laws of the State of ARIZONA, U.S.A., without giving effect to any conflict of laws principles that may provide the application of the law of another jurisdiction. You and we irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts in Phoenix, Arizona for all Disputes that are heard in court, including any Dispute involving Vitalchat, Inc. or its affiliates, subsidiaries, employees, contractors, officers, directors, telecommunication providers, and content providers.
13. Term and Termination
These Terms will remain in full force and effect as long as you continue to access or use the Site. We may, with or without prior notice, terminate any of the rights granted by these Terms without cause. You shall comply immediately with any termination or other notice, including, as applicable, by ceasing all use of the Site.
14. Entire Agreement; No Agency; Waiver; Severability
Entire Agreement: These Terms, together with our Privacy Notice and applicable Purchase Terms & Conditions, constitute the complete and exclusive understanding between you and Vitalchat, Inc. with respect to your use of the Site, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Vitalchat, Inc. and you regarding the Site.
No Agency: Nothing contained in these Terms creates any agency, partnership, or other form of joint enterprise between you and Vitalchat, Inc.
Waiver: Vitalchat, Inc.’s failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision or of any other rights or provisions in these Terms.
Severability: If a court or tribunal should find that one or more rights or provisions set forth in these Terms are invalid, you agree that the remainder of the Terms will remain in full force and effect and that the invalid provision will be enforceable to the fullest extent permitted by law. We will amend or replace such provisions with ones that are valid and enforceable and which achieve, to the extent possible, our original objectives and intent as reflected in the original provisions.
If you have any questions regarding these Terms, please contact us by email at email@example.com.