TERMS AND CONDITIONS
Table of Contents
1. GENERAL INFORMATION
1.1 ABOUT THE TERMS
(a) These Terms & Conditions (the “Terms”) contain the terms and conditions on which we supply the website www.vitacodis.com (the “Website”), content, products and services listed on the Website (the “Products”) (collectively, “Vitacodis”). Please read these Terms carefully before using the Website or purchasing any Products.
(b) The terms “our” “us” or “we” refer to the owner and operator of the Website, namely, Vitacodis SA registered at Avenue de la Galaxie 6, Waterloo 1410, Belgium, and company registration number 768.647.202 (VAT: BE768.647.202).
(c) The term “Device” refers to the device which is used to access the Products, including, but not limited to, computers, smartphones and tablets.
(d) The term “you” refers to the user of Vitacodis.
(e) When you use the Website or order any Products, you agree to be bound by these Terms and all applicable laws, rules and regulations. You may also be asked to click “I accept” at the appropriate place prior to your purchase of access to the Products. At such time, if you do not click “I accept”, you may not be able to complete such a purchase or gain access to the Products. By using Vitacodis, you indicate that you accept these Terms and that you agree to abide by them. If you do not agree to these Terms, please refrain from using Vitacodis.
(f) Our contact email address is email@example.com. All correspondence, including any queries you may have regarding your use of Vitacodis or these Terms should be sent to this contact email address.
1.2 BASIS OF LICENSE
(g) In order to use certain Products, you may be required to agree to additional terms and conditions; those additional terms are hereby incorporated into these Terms or provided on the Website. Where such terms are inconsistent with these Terms, the additional terms shall control.
(h) Please check that the details in these Terms and any orders that you place for the Products (the “Orders”) are complete and accurate before you use or commit yourself to purchase the Products. If you think that there is a mistake, please make sure that you ask us to confirm any changes in writing, as we only accept responsibility for statements and representations made in writing by our officer.
1.3 CHANGES TO TERMS
We reserve the right to change or update these Terms, or any other of our policies or practices, at any time, and will notify users by posting such changed or updated Terms on the Website. Any changes or updates will be effective immediately upon posting of the Terms on the Website. Your continued use of the Vitacodis constitutes your agreement to abide by the Terms as changed. Under certain circumstances we may also elect to notify you of changes or updates to our Terms by additional means, such as pop-up or push notifications or email.
2. MEMBERSHIPS AND SUBSCRIPTIONS
2.1 BECOMING A MEMBER
(a) You may sign up as a registered user of the Products free of charge on the Website (a “Member”). To become a Member, you need to sign up by submitting your first name, last name and email address to us, and create a password to be used in conjunction with that email address. You are responsible for maintaining the confidentiality of your account and password and for restricting access to your Device. You may not register for more than one Member account.
(c) By registering for Member account or ordering the Products, you warrant that:
• You are legally capable of entering into binding contracts;
• All registration information you submit is truthful and accurate;
• You will maintain the accuracy of such information; and
• Your use of the Products does not violate any applicable law or regulation.
2.2 ONCE A MEMBER
You are responsible for maintaining the confidentiality of your Member account, password and other User Information and for restricting access to your Device to further help protect such information. You are responsible for updating your User Information when any changes occur. Unless required otherwise by law, we shall disable your access to the Member account and any data related thereto (including, without limitation, your messages, files, or any content stored) upon closure of the Member account for any reason. We shall not have any liability whatsoever for your inability to access the Member account and the said data.
2.3 USE OF VITACODIS BY MINORS
You must be 18 years of age, or the age of majority in your province, territory or country, to sign up as a Member or purchase the Products. Individuals under the age of 18, or the applicable age of majority, may utilize the Products only with the involvement and consent of a parent or legal guardian, under such person’s account and otherwise subject to these Terms.
As a Member you will receive access to certain sections, features and functions of the Products that are not available to non-Members. By agreeing to become a Member, you may receive occasional special offer, marketing, and survey communication emails with respect to the Products (e.g., when you provide your opt-in consent or purchase the Products). You can easily unsubscribe from such commercial emails by following the opt-out instruction in these emails.
Member accounts and subscriptions are not transferable and therefore you agree to not sell, transfer, or exchange Member accounts or subscriptions in any way or under any circumstance. This expressly applies to any discounted, subsidized, or free accounts or subscriptions.
(a)Vitacodis account holders may access the Products in two ways:
• Free Trial: a free-of-charge program, which gives unlimited access for a limited period of time to the Products specified on the Website. We are solely responsible for defining the duration of the Free Trial and all terms related thereto that shall be specified in our promotional offers. Unless stated otherwise in the promotional offers, the Free Trial can be used once and it cannot be combined with other discounts or offers. The Free Trial can be cancelled at any time before it expires. Upon expiration of the Free Trial, you will be invited to choose the Paid Products (as explained below), subject to the applicable fees. You acknowledge and agree that not all features of Vitacodis may be made available to you during the Free Trial; the available features of Vitacodis are subject to our sole discretion.
• Paid Products: To access the Paid Products, you are entitled to choose one the following options: (a) to pay per Product or (b) to order a subscription plan granting you access to the Products (the “Subscription” or “Premium Account”). If you choose a Subscription, you will only have access to the Products while your Subscription is active and subsisting. Please note that, if you purchase a Subscription through the Apple iTunes Store or our mobile application, you immediately get access to the Products, therefore, we do not provide refunds, unless specified otherwise in these Terms or on Vitacodis. Your purchase will be subject to Apple’s applicable payment policy, which also may not provide for refunds. If you purchase a subscription through the Google Play store, you immediately get access to the Products, therefore, we do not provide refunds, unless specified otherwise in these Terms or on Vitacodis. Your purchase will be subject to Google’s applicable payment policy, which also may not provide for refunds.
(c) The Subscription can be monthly or annual. For the purposes of our monthly and yearly subscriptions, a month constitutes 30 calendar days and a year constitutes 365 calendar days.
(d) Our “Monthly” subscription is paid in monthly instalments. For each month that your monthly subscription is active, you acknowledge and agree that we are authorized to charge the same credit card as was used for the initial subscription fee or other payment method as set forth in section 2.5(h) (the “Payment Method”). The monthly renewal subscription fees will continue to be billed to the Payment Method you provided until your subscription terminates or is cancelled. You must cancel your subscription before it renews in order to avoid billing the next month’s subscription fee to the Payment Method you provided. Refunds cannot be claimed for any partial-month subscription period.
(e) Our “Yearly” subscription is paid for by an upfront payment with automatic annual renewals. You acknowledge and agree that we are authorized to charge the Payment Method used for (i) the initial annual subscription fee at the rate secured at the time of purchase, and (ii) the non-discounted renewal subscription fee(s). You must cancel your subscription before it renews in order to avoid billing of the renewal subscription fee to the Payment Method you provided. Refunds cannot be claimed for any partial subscription period.
(f) We offer certain special discount pricing options (the “Special Discount Pricing Options”). The Special Discount Pricing Options will permit you to access the same Paid Products; such Special Discount Pricing Options shall only be available to qualified users (the “Qualified Users”). To be considered a Qualified User, your information will be provided directly to our third-party verification system. We reserve the right to determine if you are a Qualifying User in our sole discretion.
(g) Vitacodis Special Discount Pricing Options include event and seasonal discounts offered around a specific date or season (ex. during holidays, such as Christmas, the New Year or Valentine’s Day); coupons that are vouchers entitling the holder to a discount for all products or a particular product; multi-buy promotions such as buy two and get one free.
(h) You agree to promptly notify us of any changes to the Payment Method you provided while any subscriptions remain outstanding. You are responsible for all applicable fees and charges incurred, including applicable taxes, and all subscriptions purchased by you.
(i) In the course of your use of the Products, we and our third-party payment service provider may receive and implement updated credit card information from your credit card issuer in order to prevent your subscription from being interrupted by an outdated or invalid card. This disbursement of the updated credit card information is provided to us and our third-party payment service provider at the sole election of your credit card issuer. Your credit card issuer may give you the right to opt-out of the update service. Should you desire to do so, please contact your credit card issuer.
(j) Our obligation to provide the Products only comes into being when we take receipt of your order, and we confirm your purchase to you by email. We shall confirm your order and send you an email to confirm your access to the subscription purchased. Please quote the order number in all subsequent correspondence with us. If applicable, all prices include VAT, unless stated otherwise. You agree not to hold us responsible for banking charges incurred due to payments on your account. If payment is not received by us from the Payment Method you provided, you agree to pay all amounts due upon demand by us. You agree that you are not permitted to resell any Products purchased through Vitacodis for commercial purposes.
2.6 DEVICE REQUIREMENTS
To enjoy Vitacodis via your smartphone or other Device, your Device must satisfy certain system requirements. These requirements can be found on the Website and the Google, Apple and Amazon App marketplaces.
“Gift Subscriptions” are pre-paid memberships to the Products. A person who purchases the gift is referred to in these terms as the “Giftor”. A person who receives and redeems a Gift Subscription to the Products is referred to in these Terms as the “Recipient”. Gift subscriptions are paid for by a one-time upfront payment. Once bought, the Giftor will receive an order confirmation and receipt. The Vitacodis gift subscription will be sent to the Recipient on the Giftor’s specified date. Gifting codes can only be used once in the country for which they were purchased and cannot be redeemed for cash, resold or combined with any other offers, including free trial. Please note that gifting codes cannot be redeemed if the Recipient has already purchased a subscription through the Apple iTunes Store or our iPhone application, or the Google Play Store or our Android application. We will automatically bill the Payment Method you provided for any purchased Gift Subscriptions at the time of purchase, not delivery. There are no refunds or other credits for Gift Subscription that are not redeemed. We will notify the Recipient prior to the end of the Gift Subscription that the gift period is about to expire. We are not responsible if a Gift Subscription is lost, stolen or used without permission.
2.8 CORPORATE AND OTHER CONSUMER COMMUNITIES
Many consumer communities (corporations, universities, hospitals, etc.) (“Community” or “Communities”) purchase and introduce the Products to their employees and members. In some cases, these Communities may supplement these Terms with their own terms and conditions, which may include additional terms around subscription redemption, usage or supplementary payment for Vitacodis access. In such event, these Community terms and conditions shall also apply to your use of the Products. In the event of any conflict with such additional terms and these Terms, the additional terms shall prevail.
2.9 CHANGING FEES AND CHARGES
We reserve the right to change our subscription plans or adjust pricing for the Products or any components thereof in any manner and at any time as we may determine in our sole and absolute discretion. Except as otherwise expressly provided for in these Terms, any price changes or changes to your subscription plan will take effect following notice to you.
3.1 CANCELLATION BY YOU
(a) You may cancel a Monthly subscription at any time. Cancellation is effective at the end of the applicable monthly period. Please make any such cancellation by emailing firstname.lastname@example.org.
(b) You may cancel a Yearly subscription plan at any time. Cancellation is effective at the end of the applicable annual period. Additionally, our Yearly subscription plan is offered with a 30-day money back guarantee, which entitles you to a full refund upon cancellation and emailing email@example.com to request a refund. Such refund requests must be made within the first 30 calendar days from your first date of payment. You are entitled to one refund only. After your refund, any future subscriptions will no longer qualify for the 30-day money back guarantee. No such refunds will apply to subsequent renewals of the Yearly subscription or subscriptions purchased through the Apple iTunes Store or our iPhone application, or the Google Play Store or our Android application.
(c) Please note that, if you purchase a subscription through the Apple iTunes Store or our iPhone application, you may cancel your subscription by cancelling automatic renewal of paid In App Subscriptions by selecting Manage App Subscriptions in your iTunes Account settings and selecting the subscription you want to modify. If you purchase a subscription through the Google Play store, you may cancel automatic renewals in account settings under Subscriptions in the Android app, or according to the current process outlined by Google Play.
3.2 CANCELLATION BY US
We may suspend or terminate your use of Vitacodis as a result of your fraud or breach of any obligation under these Terms. Such termination or suspension may be immediate and without notice. A breach of these Terms, includes without limitation, the unauthorized copying or download of our audio or video content from the Products.
3.3 PROMOTION AND DISCOUNT CODES
Any promotion code or offer (including the Special Discount Pricing Options) provided by us may not be used in conjunction with any other promotion code or offer, past or present. Introductory offers are only available to new users of the Products, except where expressly stated otherwise. Previous users or trial users of the Products do not qualify as new users. No promotion code or discount will apply to corporate or other Community subscriptions. Unless otherwise set forth in the terms of any promotion, all pricing promotions or discounts will apply to the initial period of the subscription, and any renewals will be charged at the non-discounted rate for the type of subscription purchased.
4. PROHIBITED USE
4.1 You agree not to upload, post, email or otherwise send or transmit or introduce any material that contains software viruses or any other computer code, files or programs designed to interrupt, harm, damage, destroy or limit the functionality of any computer software or hardware or equipment linked directly or indirectly with Vitacodis. You agree not to interfere with the servers or networks underlying or connected to Vitacodis or to violate any of the procedures, policies or regulations of networks connected to Vitacodis. You may not access Vitacodis in an unauthorized manner.
4.2 You agree not to impersonate any other person while using Vitacodis, conduct yourself in an offensive manner while using Vitacodis, or use Vitacodis for any illegal, immoral or harmful purpose.
4.3 By breaching the provisions of this section 4, you may commit a criminal offense under applicable laws. We may report any such breach to the relevant law enforcement authorities and we may cooperate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Products will cease immediately.
4.4 You agree not to use Vitacodis for any purposes related to scientific research, analysis or evaluation of Vitacodis without our express written consent.
5. INTELLECTUAL PROPERTY
(a) All materials (including software and content whether downloaded or not) related to Vitacodis are owned by us (or our affiliates and/or third-party licensors, where applicable), unless indicated otherwise. You agree and acknowledge that the materials are valuable property and that other than any specific and limited license for use of such materials, you shall not acquire any ownership rights in or to such materials. The materials may not be used except as provided for in these Terms, and any other relevant terms and conditions provided to you without our prior written permission.
(b) You acknowledge and agree that certain materials related to Vitacodis are the property of third-party licensors and, without prejudice to any and all other rights and remedies available, each such licensor has the right to directly enforce relevant provisions of section 12 against you.
(c) Audio or video content from Vitacodis not explicitly indicated as downloadable may not be downloaded or copied from Vitacodis or any Device.
(d) Vitacodis is not intended for your commercial use. Commercial advertisements, affiliate links, and other forms of solicitation may be removed by us without notice and may result in termination of privileges. You must not use any part of the materials used in relation to Vitacodis for commercial purposes without obtaining a written license to do so from us. Material from Vitacodis may not be copied or distributed, or republished, or transmitted in any way, without our prior written consent. Any unauthorized use or violation of these Terms immediately and automatically terminates your right to use Vitacodis and may subject you to legal liability. You agree not to use Vitacodis for illegal purposes (including, without limitation, unlawful, harassing, libelous, invasion of another’s privacy, abusive, threatening or obscene purposes) and you agree that you will comply with all laws, rules and regulations related to your use of Vitacodis. Appropriate legal action may be taken for any illegal or unauthorized use of Vitacodis.
(e) A limited amount of content may be marked and authorized for you to share in your personal social channels (LinkedIn, Facebook, Twitter, etc.). With respect to content made available by us through Vitacodis that is specifically identified as available for distribution by you (“Distribution Content”) as part of your blog or other online commentary, analysis or review (“User Commentary”), we grant you a limited right to download, reproduce and distribute Distribution Content over the Internet as part of your User Commentary. You may also modify such Distribution Content but only as required to technically enable the display and distribution of such content through your computer systems and over the Internet (e.g., a change in video format or file size), provided such modification does not materially alter the substance or quality of such content. Your display and distribution of Distribution Content may also be subject to other terms and conditions that are set forth in the description of such content on Vitacodis, such as display and distribution of Distribution Content only within specified usage dates. You agree not to publish the Distribution Content with other content that is known by you to be false, inaccurate, or misleading or that is, or that encourages activity or conduct that is, unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable. Distribution Content may contain trackers that enable us to collect information with respect to the distribution and consumption of such content.
(f) You may not otherwise download, display, copy, reproduce, distribute, modify, perform, transfer, create derivative works from, sell or otherwise exploit any content, code, data or materials in Vitacodis. If you make other use of Vitacodis, or the content, code, data or materials thereon, except as otherwise provided above, you may violate the applicable copyright and other laws . We will enforce our intellectual property rights to the fullest extent of the law, including the seeking of criminal prosecution.
Vitacodis, the Vitacodis logo and all other Vitacodis product or service marks are our trademarks. All intellectual property, other trademarks, logos, images, product and company names displayed or referred to on Vitacodis are the property of their respective owners. Nothing grants you any license or right to use, alter or remove or copy such material. Your misuse of the trademarks displayed on Vitacodis is strictly prohibited. We will enforce its trademark rights to the fullest extent of the law, including the seeking of criminal prosecution.
6.1 Although we aim to offer you the best service possible, we make no promise that Vitacodis will meet your requirements and we cannot guarantee that Vitacodis will be fault free. If a fault occurs, please report it to us at firstname.lastname@example.org and we will review your complaint and, where we determine it is appropriate to do so, correct the fault. If the need arises, we may suspend access to Vitacodis while we address the fault. We will not be liable to you if Vitacodis is unavailable for a commercially reasonable period of time.
6.2 Your access to Vitacodis may be occasionally restricted to allow for repairs, maintenance or the introduction of new facilities or Products. We will restore Vitacodis as soon as we reasonably can. In the event that Vitacodis is unavailable, our usual order and cancellation deadlines apply; please notify us of changes to your order by emailing email@example.com
7. USER MATERIAL
7.1 Vitacodis may let you submit material to us: for example, you may be able to upload a photo to your profile, post subjects and comments in the community and comment on various matters in various parts of Vitacodis. You may be able to upload video, images or sounds. In these Terms, we use the term “User Material” to refer to any publicly available material of any kind that you submit to us, including text, files, images, photos, video, sounds and musical or literary works. User Material does not include the account information, Product purchase, or Product use information which you provide in registering for and using Vitacodis.
7.2 This section 7 sets out the rights and obligations that each of us have in connection with User Material. If you review or submit User Material, you are agreeing to do so in accordance with these Terms. If you do not want to review or submit User Material in accordance with these Terms, then you should not do so.
7.3 We do not systematically review User Material submitted by you or other users. We are not responsible for the content of User Material provided by you or any other user. We do not necessarily endorse any opinion contained in such material. We make no warranties or representations, express or implied, about User Material, including as to its legality or accuracy.
7.4 We reserve the right, in our sole discretion, to refuse to post or to remove or edit any of your User Material, or to restrict, suspend, or terminate your access to all or any part of Vitacodis, particularly where User Material breaches this section 7, and we may do this with or without giving you any prior notice.
7.5 We may link User Material or parts of User Material to other material, including material submitted by other users or created by us or other third parties. We may use User Material for our internal business purposes, for example, to examine trends or categories or to promote, market or advertise Vitacodis. You acknowledge that we may indirectly commercially benefit from use of your User Material.
7.6 Each time you submit User Material to us, you represent and warrant to us as follows:
(a) You own your User Material or have the right to submit it, and in submitting it you will not be infringing any rights of any third party, including intellectual property rights (such as copyright or trade mark), privacy or publicity rights, rights of confidentiality or rights under contract.
(b) Your User Material is not illegal, obscene, defamatory, threatening, pornographic, harassing, hateful, racially or ethnically offensive, and does not encourage conduct that would be considered a criminal offense, and does not give rise to civil liability, violate any law, or is otherwise deemed inappropriate.
(c) Your User Material does not advertise any product or service or solicit any business.
(d) Your User Material does not identify any individual (including by way or name, address or a still picture or video) under the age of 18 and if User Material identifies any individual over the age of 18, you have that person’s consent to being identified in exactly that way in your User Material and, in submitting your User Material, you are not impersonating any other person.
(e) You will not collect email addresses of users for the purpose of sending unsolicited email.
(f) You will not engage in criminal or tortious activity, including fraud, spamming, spimming, sending of viruses or other harmful files, copyright infringement, patent infringement, or theft of trade secrets or attempt to impersonate another user or person.
(g) You will not engage in any automated use of the system, such as using scripts to alter our content.
(h) You will not, without authorization, access, tamper with, or use non-public areas of Vitacodis, Vitacodis’s computer systems, or the technical delivery systems of Vitacodis’s providers.
(i) Except as necessary to maintain your own computer security by use of commercial-off-the-shelf anti-virus or anti-malware products, you will not attempt to probe, scan, or test the vulnerability of Vitacodis or any other Vitacodis system or network or breach any security or authentication measures.
7.7 We are entitled to identify you to third parties who claim that their rights have been infringed by User Material you have submitted.
7.8 User Material is not considered to be confidential. You agree not to submit any content as User Material in which you have any expectation of privacy. We do not claim any ownership rights in User Material. However, by submitting User Material, you hereby grant us an irrevocable, perpetual, non-exclusive, royalty free, worldwide license to use, telecast, copy, perform, display, edit, distribute and otherwise exploit the User Material you post on Vitacodis, or any portion thereof, and any ideas, concepts, or know how contained therein, with or without attribution, and without the requirement of any permission from or payment to you or to any other person or entity, in any manner (including, without limitation, for commercial, publicity, trade, promotional, or advertising purposes) and in any and all media now known or hereafter devised, and to prepare derivative works of, or incorporate into other works, such User Material, and to grant and authorize sublicenses of the foregoing without any payment of money or any other form of consideration to you or to any third party. We may include your User Material in our Distribution Content that is made available to others through Vitacodis. Be aware that we have no control over User Material once it leaves Vitacodis, and it is possible that others may duplicate material found on the Products, including, but not limited to, on other sites on the Internet. You represent and warrant that you own or otherwise control the rights to your User Material. You agree to indemnify us and our affiliates for all claims arising from or in connection with any claims to any rights in your User Material or any damages arising from your User Material.
7.9 Any inquiries, feedback, suggestions, ideas, other information which is not part of your use of Vitacodis or User Material that you provide to us (collectively, “Submissions”) will be treated as non-proprietary and non-confidential. By transmitting, uploading, posting, e-mailing, or otherwise submitting Submissions to Vitacodis, you grant, and you represent and warrant that you have the right to grant, to us an irrevocable, perpetual, non-exclusive, royalty free, worldwide license to use, telecast, copy, perform, display, edit, distribute and otherwise exploit the Submissions, or any portion thereof and any ideas, concepts, or know how contained therein, with or without attribution, and without the requirement of any permission from or payment to you or to any other person or entity, in any manner (including, without limitation, for commercial, publicity, trade, promotional, or advertising purposes) and in any and all media now known or hereafter devised, and to prepare derivative works of, or incorporate into other works, such Submissions, and to grant and authorize sub-licenses of the foregoing without any payment of money or any other form of consideration to you or to any third party. You also acknowledge that your Submissions will not be returned to you and that we have no obligation to acknowledge receipt of or respond to any Submissions. If you make a Submission, you represent and warrant that you own or otherwise control the rights to your Submission. You agree to indemnify us and our affiliates for all claims arising from or in connection with any claims to any rights in any Submission or any damages arising from any Submission.
8. LINKS TO THIRD-PARTY WEBSITES AND OUR HOME PAGE
8.1 We may provide links to other websites or services for you to access. You acknowledge that any access is at your sole discretion and for your information only. We do not review or endorse any of those websites or services. We are not responsible in any way for: (a) the availability of, (b) the privacy practices of, (c) the content, advertising, products, goods or other materials or resources on or available from, or (d) the use to which others make of these other websites or services. We are also not responsible for any damage, loss or offense caused or alleged to be caused by, or in connection with, the use of or reliance on such websites or services.
8.2 You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. You must not establish a link from any website that is not owned by you. Vitacodis must not be framed on any other website, nor may you create a link to any part of Vitacodis, unless you have written permission to do so from us. We reserve the right to withdraw linking permission with written notice. The website from which you are linking must comply in all respects with the content standards set out in our acceptable use policy. If you wish to make any use of material on or in Vitacodis other than that set out above, please address your request to firstname.lastname@example.org.
The information contained on Vitacodis is for general information purposes only. While we endeavor to keep the information up-to-date and correct, we make no representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, suitability or availability with respect to Vitacodis or the information contained on Vitacodis for any purpose. Any reliance you place on such information is therefore strictly at your own risk.
10. MEDICAL DISCLAIMER
10.1 We are a provider of courses, consulting, education, retreats, and technology in the area of wellbeing. We are not a health care or medical device provider, nor should Vitacodis be considered medical advice. Only your physician or other health care provider can do that. While there is third-party evidence from research that certain methods and principles of wellbeing can assist in the prevention and recovery process for a wide array of conditions as well as in improving some performance and relationship issues, we make no claims, representations or guarantees that Vitacodis provides a physical or therapeutic benefit.
10.2 Any health information and links on Vitacodis, whether provided by us or by contract from outside providers, is provided simply for your convenience.
10.3 To the extent that you participate in any movement content featured on Vitacodis (“Vitacodis Move Mode”), you represent and warrant that you are in adequate physical health to perform such activities and have no disability or condition that would make such movement dangerous. You should consult a licensed physician prior to beginning or modifying any exercise program that you undertake, including Vitacodis fitness recommendations, especially if you have a prior injury, a history of heart disease, high blood pressure, other chronic illness, or condition. You acknowledge that we have advised you of the necessity of doing so.
10.4 Any advice or other materials on Vitacodis are intended for general information purposes only. They are not intended to be relied upon and are not a substitute for professional medical advice based on your individual condition and circumstances. The advice and other materials we make available are intended to support the relationship between you and your healthcare providers and not replace it. We are not liable or responsible for any consequences of you having read or been told about such advice or other materials as you assume full responsibility for your decisions and actions. In particular, to the fullest extent permitted by law, we make no representation or warranties about the accuracy, completeness, or suitability for any purpose of the advice, other materials and information published as part of Vitacodis.
10.5 There have been rare reports where people with certain psychiatric problems like anxiety and depression have experienced worsening conditions in conjunction with certain meditation and other wellbeing practices. People with existing mental health conditions should speak with their health care providers before starting a meditation or other mental wellbeing practices.
11. END-USER LICENSE
11.1 Subject to the terms of this license agreement (“License Agreement”), as set out in this section 11, and these Terms, and your payment of applicable subscription fees, we grant you a limited, non-exclusive, revocable license to stream, download and make personal non-commercial use of the Products or any content available on Vitacodis.
11.2 Vitacodis contains or embodies copyrighted material, proprietary material or other intellectual property belonging to us or our licensors. All right, title and ownership in Vitacodis remain with us or our licensors, as applicable. The rights to download and use the Products are licensed to you and are not being sold to you, and you have no rights in them other than to use them in accordance with this License Agreement and the Terms.
11.3 You agree that you will not and you will not assist or permit any third party to:
(a) Copy, store, reproduce, transmit, modify, alter, reverse-engineer, emulate, de-compile, or disassemble Vitacodis in any way, or create derivative works of Vitacodis;
(b) Use Vitacodis or any part of it to create any tool or software product that can be used to create software applications of any nature whatsoever;
(c) Rent, lease, loan, make available to the public, sell or distribute Vitacodis in whole or in part;
(d) Tamper with Vitacodis or circumvent any technology used by us or our licensors to protect any content accessible through Vitacodis;
(e) Circumvent any territorial restrictions applied to Vitacodis; or
(f) Use Vitacodis in a way that violates this License Agreement or the Terms.
11.4 You may not make the Products available to the public, unless permitted by us. The Products made available (in whole or in part) are owned by us or our licensors and your use of them must be in accordance with these Terms.
12. COPYRIGHT INFRINGEMENT NOTICES
12.1 We are committed to complying with copyright and related laws, and we require all users of Vitacodis to comply with these laws. Accordingly, you may not store any material or content on, or disseminate any material or content over, Vitacodis in any manner that constitutes an infringement of third party intellectual property rights, including rights granted by copyright law. Owners of copyrighted works who believe that their rights under copyright law have been infringed may report alleged infringements. You may not post, modify, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information belonging to others without obtaining the prior written consent of the owner of such proprietary rights. It is our policy to terminate privileges of any user who repeatedly infringes the copyright rights of others upon receipt of proper notification to us by the copyright owner or the copyright owner’s legal agent.
12.2 If you feel that a posted message is objectionable or infringing, we encourage you to contact us immediately. Upon our receipt of a proper notice of claimed infringement, we will respond expeditiously to remove, or disable access to, the material claimed to be infringing and will follow the procedures to resolve the claim between the notifying party and the alleged infringer who provided the content in issue.
12.3 If you believe that your work has been copied and posted on Vitacodis in a way that constitutes copyright infringement, please provide our designated agent with the following information:
(a) An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
(b) A description of the copyrighted work or other intellectual property that you claim has been infringed;
(c) A description of where the material that you claim is infringing is located on Vitacodis;
(d)Your address, telephone number, and email address;
(e) A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law; and
(f) A statement by you, made under penalty of perjury, that the information contained in your report is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
12.4 Your copyright infringement claim should be sent to us by using the following contact details:
Email: email@example.com, postal address: Vitacodis SA, Avenue de la Galaxie 6, Waterloo 1410, Belgium.
13. GENERAL TERMS AND CONDITIONS
13.1 ASSIGNMENT BY US
We may transfer its rights and obligations under these Terms to any company, firm or person at any time if it does not materially affect your rights under it. You may not transfer your rights or obligations under these Terms to anyone else. These Terms are personal to you and no third party is entitled to benefit under these Terms except as set out here.
13.2 INDEMNITY BY YOU
You agree to defend, indemnify and hold us and our directors, officers, members, investors, managers, employees and agents harmless from any and all claims, liabilities, costs and expenses, including reasonable attorneys’ fees, arising in any way from (i) your negligent, reckless, or willful misuse of Vitacodis, (ii) your placement or transmission of any message, content, information, software, or other submissions through Vitacodis, (iii) any third-party claims of bodily injury, death, or damage to real or tangible personal property caused by your negligent or more culpable acts or omissions related to your use of Vitacodis; or (iv) your breach or violation of the law or of these Terms. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with Vitacodis defense of such claim.
13.3 WARRANTIES AND LIMITATIONS
(a) This warranty gives you specific legal rights, and you may also have other rights which vary from state to state.
(b) We warrant to you that any Product purchased from us will, on delivery, conform in all material respects with its description and be of reasonably satisfactory quality.
(c) We warrant that we will use reasonable skill and care in making the Products available to you during your subscription.
(d) Notwithstanding anything to the contrary, you assume full responsibility for your own use of the Products. In no event shall we be liable to you, your heirs, or assigns or to any third party for any loss, death, damage, or bodily injury that you suffer, or that you cause to any third party, in connection with your use of the Products or other activities you undertake in connection with your use of the Products, unless caused by Vour gross negligence, recklessness, or willful misconduct.
(e) Vitacodis is otherwise provided on an “as is” basis and we make no representations or warranties of any kind with respect to them, including as to the accuracy, completeness or currency of Vitacodis or its content. We assume no liability or responsibility for any errors or omissions in the content of Vitacodis, or any failures, delays, or interruptions in the provision of Vitacodis. We disclaim and exclude any express or implied warranties or representations, including any warranties as to merchantability or fitness for a particular purpose of Vitacodis to the broadest extent permitted by law. We make no warranties or representations, express or implied, as to the timeliness, accuracy, quality, completeness or existence of the content and information posted on Vitacodis. We make no warranties or representations, express or implied, for technical accessibility, fitness or flawlessness of Vitacodis. We make no warranties or representations that your use of content and information posted on Vitacodis will not infringe rights of third parties.
(f) All conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity are, to the extent permitted by law, excluded.
13.4 NO WAIVER
If we delay exercising or fail to exercise or enforce any right available to us under these Terms, such delay or failure does not constitute a waiver of that right or any other rights under these Terms.
13.5 FORCE MAJEURE
We will not be liable to you for any lack of performance, or the unavailability or failure, of Vitacodis, or for any failure or delay by us to comply with these Terms, where such lack, unavailability or failure arises from any cause beyond our reasonable control.
In these Terms, unless the context requires otherwise: (i) any phrase introduced by the words “including”, “include”, “in particular”, “for example” or any similar expression shall be construed as illustrative only and shall not be construed as limiting the generality of any preceding words; and (ii) references to the singular include the plural and to the masculine include the feminine, and in each case vice versa.
13.7 ELECTRONIC COMMUNICATIONS
(a) Applicable laws require that some of the information or communications we send to you should be in writing. When using Vitacodis, you agree to transact with us electronically, and that communication with us will be mainly electronic. We will contact you by e-mail or provide you with information by posting notices on Vitacodis. You agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing.
(b) In order to retain a copy, please select “Print,” and select the appropriate printer. If you do not have a printer, you can copy the text and the underlying agreement(s) and paste them into a new document in a word processor or a text editor on your computer and save the text.
(c) You have the right to receive a paper copy of the communications. To receive a paper copy, please request it by emailing us at firstname.lastname@example.org
(d) We may charge you a reasonable service charge to mail you a paper copy of any communication. We will either include such service charge on our fee schedule or we will first inform you of the charge and provide you with the choice as to whether you still want us to send you a paper copy. Please be sure to state that you are requesting a copy of the particular communication.
(e) To receive and view an electronic copy of the communications you must have the following equipment and software: a
(f) personal computer or other device which is capable of accessing the Internet; your access to this page verifies that your system/device meets these requirements; and
(h) To retain a copy, you must either have a printer connected to your personal computer or other device or, alternatively, the ability to save a copy through use of printing service or software such as Adobe Acrobat®. If you have a word processor or text editor program on your computer, then you can also copy the text and paste the text into a new document in the word processor or text editor and save the text.
(i) You can also contact us via email at email@example.com to unsubscribe from further communications. Unsubscribing from communication may impact your ability to use the Products.
(j)We reserve the right, in our sole discretion, to discontinue the provision of your electronic communications, or to terminate or change the terms and conditions on which we provide electronic communications. We will provide you with notice of any such termination or change as required by law.
Unless otherwise specifically indicated, all notices given by you to us must be given to us at firstname.lastname@example.org. We may give notice to you at the e-mail address you provide to us when you register, or in any of the ways specified in section 13.7 above. Notice will be deemed received and properly served immediately when posted on Vitacodis or when an e-mail or other electronic communication is sent. In proving the service of any notice via email, it will be sufficient to prove that such e-mail was sent to the specified e-mail address of the addressee.
13.9 ENTIRE AGREEMENT
These Terms and any document expressly referred to in them constitute the whole agreement between you and us and supersede all previous discussions, correspondence, negotiations, previous arrangement, understanding or agreement between us relating to their subject matter. We each acknowledge that neither of us relies on, or will have any remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in these Terms or the documents referred to in them. Each of us agrees that our only liability in respect of those representations and warranties that are set out in this agreement (whether made innocently or negligently) will be for breach of contract. Nothing in this section limits or excludes any liability for fraud.
13.10 THIRD-PARTY RIGHTS
A person who is not party to these Terms will not, subject to section 12, have any rights under or in connection with these Terms.
13.11 LIMITATION OF LIABILITY
(a) We will use reasonable endeavors to remedy faults in Vitacodis. If we fail to comply with these Terms, your sole and exclusive remedies and our entire obligation and liability to you will in no circumstances exceed the actual amount paid by you for the Products. In addition, we will not be liable for:
• Faulty operation of computers during the registration process or during completion of a subscription or during the transmission of any data and/or for incorrect or overly slow transmission of data by the Internet provider and/or any damage that occurs due to information submitted by you not being received by us or not being received promptly or not being considered, as a consequence of technical faults with our software or hardware (whether or not they are within or outside of our control).
• Any loss or damage due to viruses or other malicious software that may infect your Device, computer equipment, software, data or other property caused by you accessing, using or downloading from Vitacodis, or from transmissions via emails or attachments received from us.
• Any use of websites linked to from Vitacodis but operated by third parties.
(b) To the fullest extent permitted by applicable law, in no event will we, our affiliates, founders, officers, directors, employees, agents, suppliers or licensors be liable to any person for any indirect, incidental, special, punitive, cover or consequential damages, however caused, under any theory of liability, including, without limitation, contract, tort, warranty, breach of statutory duty, negligence or otherwise, even if we have been advised as to the possibility of such damages or could have foreseen such damages.
(c) By using Vitacodis, you acknowledge that we may use third-party suppliers to provide software, hardware, storage, networking, and other technological services. The acts and omissions of such third-party suppliers may be outside of our control. To the maximum extent permitted by law, we exclude any liability for any loss or damage resulting from the acts and omissions of such third-party suppliers.
(d) Notwithstanding anything to the contrary, you assume full responsibility for your own use of Vitacodis. In no event shall we be liable to you, your heirs, or assigns or to any third party for any loss, death, damage, or bodily injury that you suffer, or that you cause to any third party, in connection with your use of Vitacodis or other activities you undertake in connection with your use of Vitacodis.
(e) Some countries do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.
13.12 GOVERNING LAW AND DISPUTE RESOLUTION
(a) These Terms shall be governed and construed in accordance with the laws of Belgium, without regard to its conflicts of law provisions.
(b) You agree to resolve any disputes arising out of or relating to these Terms by means of negotiation with us. If the dispute cannot be resolved by means of negotiation, the dispute shall be submitted to the courts located in Brussels, Belgium.
(c) This Section 13.12 does not affect any statutory rights that you are entitled to as a consumer.
If any provision of these Terms is found unenforceable, then that provision will be severed from these Terms and not affect the validity and enforceability of any remaining provisions.
14.1 Please submit any questions, concerns or comments you have about these Terms by email to email@example.com.
14.2 Our mailing address is Vitacodis SA , Avenue de la Galaxie 6, Waterloo 1410, Belgium.