Terms Of Use

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

“You” or “your” refers to users (whether you are a healthcare provider, subscriber or other user), viewers or visitors of any portion of the Services (as defined below).

The Vibrant website (the “Site”), its applications (the “Apps”), and content available on the Site and Apps (the “Content”) are copyrighted work and other proprietary materials belonging to Vibrant and/or its affiliates. Vibrant services help qualified healthcare providers order lab testing services through its Site, personalize reports for their patients and make nutritional and dietary recommendations to their patients, including through diet plans and nutritional protocols, as well as offer subscribers (and their healthcare providers) the ability to monitor their health status through Vibrant’s proprietary wellness reporting algorithm. Such services may be accessed through the Site, Apps, Content, APIs, and data feeds (collectively the “Services”). In providing these services, we may collaborate with clinical laboratories, including Vibrant America and Vibrant Genomics to process tests and generate results.

THIS TERMS OF USE 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 THE PROVISIONS OF THIS AGREEMENT, PLEASE DO NOT ACCESS AND/OR USE THE SERVICES. If you are accepting this Agreement on behalf of your employer, organization or another entity (collectively, an “Entity”) (which will be deemed to the case if you sign up for the Services using an email address from such Entity), then you represent and warrant that (a) you have read and understand this Agreement, (b) you have full legal authority to bind such Entity to this Agreement and (c) you agree to this Agreement on behalf of such Entity. As used in the remainder of this Agreement, “you” means the Entity you represent in accepting this Agreement or, if that does not apply, you are individually.

PLEASE READ THE TERMS OF THIS AGREEMENT CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST VIBRANT ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.

THIS SERVICE IS NOT APPROPRIATE FOR ALL WELLNESS CONCERNS. ADDITIONALLY, THIS SERVICE IS SOLELY INTENDED TO SUPPORT HUMAN HEALTH AND WELLNESS. NON-HUMAN SAMPLES WILL NOT BE ACCEPTED.

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

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. THE SITE AND SERVICES DO NOT OFFER MEDICAL ADVICE AND NOTHING CONTAINED IN THE CONTENT IS INTENDED TO CONSTITUTE PROFESSIONAL ADVICE FOR MEDICAL DIAGNOSIS OR TREATMENT OR TO ADVOCATE OR RECOMMEND THE PURCHASE OR SELECTION OF ANY PRODUCT, SERVICE OR TO ENDORSE OR GUARANTEE THE QUALIFICATIONS, CREDENTIALS OR APPROPRIATENESS OF ANY HEALTHCARE PROVIDED LINKED TO, ADVERTISED ON THIS SITE. NEITHER THE SITE NOR THE SERVICES ARE A MEDICAL PROGRAM AND ARE NOT INTENDED FOR THE DIAGNOSIS OR TREATMENT OF ANY MEDICAL CONDITION. IF YOU SUSPECT THAT YOU MAY HAVE A MEDICAL CONDITION, CONSULT YOUR PHYSICIAN. THE SITE OR SERVICES MAY FACILITATE ACCESS TO PROFESSIONAL SERVICES OFFERED BY AFFILIATED LABORATORIES AND PROFESSIONALS, AND YOU AGREE THAT ANY DECISION TO ACCESS SUCH PROFESSIONAL SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK.

VIBRANT DOES NOT ASSUME ANY LIABILITY FOR INACCURACIES OR MISSTATEMENTS ABOUT PRODUCTS, WHETHER BASED ON MANUFACTURER INFORMATION, THIRD PARTY INFORMATION, VIBRANT USERS’ INFORMATION OR ON RATINGS AND ASSESSMENTS 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 PRIMARY HEALTHCARE PROVIDER BEFORE MAKING ANY DIETARY OR NUTRITIONAL CHANGES.

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

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 may create a Vibrant Account and use Services as a healthcare provider (“Provider Users”) or as an individual subscriber (“Subscribers”). You represent and warrant that: (a) all required registration information you submit is truthful and accurate (including any assertion that you are a qualified healthcare provider); (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-wellness.com or unsubscribing from the email notification.

Test Orders on this Site: You, as a Provider User, have access to ordering Vibrant tests on this Site by using the Vibrant Account you created. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE ORDERING THE TESTS, NOT VIBRANT. By ordering any test on this Site, you represent that you have the right to order such test under applicable law. The ordering of tests on this Site is subject to availability.

VIBRANT AND ITS AFFILIATES SHALL HAVE NO RESPONSIBILITY OR LIABILITY TO YOU WHATSOEVER IN RESPECT OF SUCH TESTS THAT YOU ORDER FROM THIS SITE, OTHER THAN TESTS PERFORMED PURSUANT TO VIBRANT TESTING POLICIES LISTED ON THIS SITE (SUBJECT TO THE DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN).

Responsibility for Test Results: You, as a Provider User, must understand that all test results are subject to interpretation and should not be considered definitive medical diagnoses. It is your responsibility to communicate with your patients regarding the nature of the Test Results and to advise further medical consultation as necessary. Due to variables inherent in testing processes, Vibrant cannot guarantee the complete accuracy of test results under conditions that are not entirely within vibrant control. If any concerns arise from the critical Test Results, you are advised to recommend further confirmatory testing.

Communications with Patients: Vibrant reserves the right, in its sole discretion, to communicate lab results and other information relating to the Services to individual patients as required by applicable law.

Personalized Report Feature: As a Provider User, you have the ability to make recommendations to your patients based on their test results, including recommended nutritional support protocols and other activities. Vibrant provides a platform to let you view, create and/or choose diet/nutrition plans and protocols that have been used by several healthcare providers across the U.S. You also have the opportunity to consult with Vibrant’s team of registered dieticians on diet/nutrition plans and protocols. These diet/nutrition plans and protocols, as well as consultations with our dieticians, are intended for sole use by you, as a qualified healthcare provider, when considering diet/nutritional support for your patients and clients. The use of brand names, protocols, and other suggestions are solely for educational purposes only. These plans and protocols, and any products mentioned in these plans and protocols, are not endorsed or otherwise recommended by Vibrant. The U.S. Food and Drug Administration (the “FDA”) strictly regulates the advertising or labeling of dietary supplements with any claim to diagnose, treat, cure or prevent disease. To comply with these regulations and to protect you, supplement brands and Vibrant from potential legal liability, you, as a Provider User, shall not make, suggest, or imply any disease claims in connection with recommending dietary supplements and/or non-medical foods through the Vibrant platform. Users of our services are responsible for ensuring that all representations regarding dietary supplements and/or non-medical foods align with FDA regulations and do not include prohibited claims.

The foregoing plans and protocols have not been evaluated by the FDA. The products listed in such plans or protocols are not intended to diagnose, treat, cure or prevent any disease. The information, comments, and opinions are for educational purposes only and not for diagnostic or therapeutic purposes. At no time should plans and protocols, or any other statements, provided by Vibrant in the patient’s personalized report substitute for individualized evaluation and treatment recommendations provided by a qualified and licensed healthcare provider in the context of a clinical relationship.

Provider Directory Feature: The purpose of the Provider Directory is to service the customers/clients of Vibrant who are seeking Providers who are familiar with Vibrant products, services, and platform.

Provider Responsibility for Patient Care: Provider at all times remains responsible for the clinical care of their patient. Vibrant is a supplier that provides items and services at the direction of the Provider.

Initiation and Removal from the Provider Directory: Provider may request to be listed on the Provider Directory. Provider may be added to, or be removed from, the Provider Directory at any time at the sole discretion of Vibrant. Addition or removal from the Provider Directory will not be related to the volume or value of referrals or other business between the parties. The provider may request to be removed from the Provider Directory at any time.

No Referral Agreement: Provider understands that the names on the Provider Directory will be arranged so as not to suggest hierarchical preference (e.g., the names may be arranged geographically or by specialty or alphabetically or reflect other non-preferential criteria). Vibrant will not recommend one Provider over another or refer customers/clients of Vibrant to a particular Provider on the Provider Directory if there are reasonable options (i.e., more than one alternative). The provider has no obligation to refer patients or other businesses to Vibrant.

No employment arrangement: The provider is not entering into an employment or independent contractor relationship with Vibrant as a result of this listing. Vibrant is also not entering into an employment agreement but will serve as an independent contractor vendor of services associated with the Provider Directory.

Provider Content on the Portal: Vibrant will provide a template to be completed by the Provider with basic demographic information. In addition, Provider may provide a 1-2 paragraph overview of their practice. All Provider content is subject to approval by Vibrant in its sole discretion before posting. Under no circumstances shall Provider Content contain any Personal Health Information (PHI) or Personally Identifiable Information (PII), even with patient consent. No endorsements of any medical provider, supplier, or vendor (even if not patient-specific) may be included in the overview. The Portal will contain appropriate disclaimers to confirm that Vibrant is not endorsing any Provider but provides the Directory as a patient service.

Ordering clinical laboratory non-waived tests from Vibrant: Under federal law applicable to all clinical laboratories, all non-waived clinical laboratory tests must be ordered by an “authorized person,” defined as an individual authorized under State law to order tests or receive test results. The provider confirms that they are authorized by State law to order all non-waived tests for the patients for whom a written or electronic request for patient testing is submitted to Vibrant.

No insurance accepted: The provider understands and will advise patients that Vibrant does not accept any insurance, including Medicare and Medicaid. If a direct patient pays, the patient must pay Vibrant in advance of testing or receipt of items or services through the Patient Navigation Portal.

Patient Notices: Any State notices required to be given to patients by the Provider are the responsibility of the Provider. These notices may include, but not be limited to, consents, estimated charges, disclosures of physician investments or relationships, etc.

Compliance with Laws: Provider confirms that it is responsible for knowledge of all applicable laws, and that they will comply with those laws. Vibrant cannot provide legal advice with respect to the Provider’s participation and listing on the Provider Directory.

The terms are applicable to patients using the Vibrant Provider Directory to access services.

Testing services: Diagnostic Testing is available only with a physician or other authorized provider order. Vibrant does not provide physician services but facilitates ordering of laboratory testing by connecting consumers with providers who are familiar with Vibrant testing through a directory. These providers are independent entities and not affiliated with Vibrant, and Vibrant merely provides access to the directory as a convenience to you. The listed providers you choose to work with, not Vibrant, are responsible for the appropriateness of the testing they order for you and any advice or treatment recommendations they provide based upon the results of your test. By deciding to use the provider directory, you acknowledge and agree that your relationship with the provider is independent of your relationship with Vibrant. We encourage you to review the provider’s policies governing your use of their clinical services.

Financial Responsibility: By using the Service, you understand and agree that neither Vibrant nor your provider will bill your insurance for the products ordered. You are liable for the full costs of the test(s) ordered.

Please note! that while the providers listed in the directory have ordered multiple Vibrant Tests and are licensed healthcare providers, they are not affiliated with Vibrant and Vibrant makes no claims, warranties, guarantees, or representations of any kind as to the services or other credentials of the practitioners listed on this site. Please always do your own due diligence about the practitioners you locate on this site. Vibrant is not responsible or liable for any services, actions, views, opinions, facts, advice, or statements of any practitioner listed on this site or for any loss, harm or damage that may arise from your use of any such provider’s services. If you choose to utilize this online directory, you agree that you fully and forever discharge and release Vibrant on behalf of yourself, your heirs and your personal representatives from any and all claims for any injury, damages, liabilities, expenses and/or causes of action attributable or relating in any manner to your use of this tool and the services of any practitioner listed on this site.

Roles and Responsibilities: The information provided by Vibrant to you as a Subscriber is for purposes of improving your diet, overall wellness, and/or athletic performance only and is not intended to be a substitute for medical advice. You, as a Subscriber, are responsible for requesting that your primary healthcare provider or other authorized healthcare provider order the Vibrant blood test(s) of your choosing and designate such provider to receive your Vibrant lab results, in order to get access to Vibrant’s recommendations. You, as a Subscriber, should seek the advice such healthcare provider or other qualified health provider if you have questions regarding any medical or psychiatric condition or if you are experiencing any symptoms of or believe you may have any medical or psychiatric condition, regardless of any information contained within Vibrant. You, as a Subscriber, should not ignore professional medical advice or delay in seeking it because of Vibrant’s recommendations. Vibrant disclaims any responsibility to provide lab results directly to you, except to the extent required by applicable law.

Sample Retention: We generally discard samples provided for testing after seven (7) days. In some cases, we may retain a sample for longer to evaluate its suitability for use in one or more approved clinical studies. If your sample is selected for such a study, we will first de-identify the sample to remove any personally identifiable information in order to protect your confidentiality. You acknowledge and agree that your sample may be used in a de-identified manner for research purposes.

The below terms govern the use of Services by all Vibrant users,

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 personal computer or handheld mobile device (e.g., iPhone, Android, etc. as applicable) and solely for your personal, non-commercial purposes or, in the case of Provider Users, for purposes of ordering Vibrant tests for your patients and related patient care purposes.

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

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 from Vibrant.

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.

Mobile Services: The Service includes certain services that are available via a mobile device, including (a) the ability to upload content to the Service via a mobile device and, (b) the ability to browse the Service and the Site from a mobile device (collectively, the “Mobile Services”). To the extent you access the Service through a mobile device, your wireless service carrier’s standard charges, data rates, and other fees may apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices.

Ownership Restrictions: The technology and software underlying the Service or distributed in connection therewith are the property of Vibrant, its affiliates, and its licensors, the “Software”. You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble, or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by Vibrant.

Special Notice for International Use Export Controls: Vibrant is headquartered in the United States. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction. Software available in connection with the Service and the transmission of applicable data, if any, is subject to United States export controls. No Software may be downloaded from the Service or otherwise exported or re-exported in violation of U.S. export laws. Downloading, accessing or using the Software or Services is at your sole risk.

Third Party Services: The Service may include links to third party products or services and/or third-party products or services may be made available to you via the Service. This Agreement is between you and us only, and not with the provider of third-party products or services. To the extent that you access, purchase, or otherwise utilize any third-party products and services in connection with your use of the Service, you may be subject to additional terms and conditions that are required by the applicable third party.

Pricing; Payment: As part of the Services, Vibrant will perform tests ordered by Provider Users at the pricing as set forth in the Test Price Calculator on the Site. All Services are provided on a pre-paid purchase basis only. Payment by credit card is required at the time of ordering. No returns or refunds are offered, except a Provider User may cancel a test prior to receipt of the appliable specimen by the testing lab. A cancellation fee of $25 will apply if the order has been paid for and the kit has been shipped. Vibrant reserves the right to withhold results for any payment related issues associated with the test order. Vibrant tests are valid for one year (12 months) after purchase.

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

You hereby consent to and authorize us to delegate the authorizations and share the information you provide to us with the Payment Processor(s) to the extent required to provide the Services to you. You hereby authorize Stripe or the applicable Payment Processor to store and continue billing your specified payment method even after such payment method has expired, to avoid interruptions in payment for your use of the Service. Please contact Stripe or the applicable Payment Processor for more information. Vibrant assumes no liability or responsibility for any payments you make through the Service.

Credits: If you are a Provider User, we may offer credits that will be stored in a virtual wallet associated with your account. You can use these credits to pay for Services, and any unused credits will remain in your virtual wallet for future use. Credits will be applied to your virtual wallet according to the terms of the program that granted the credits. Credits may not be redeemed for cash or transferred to another account. It is your responsibility to manage your virtual wallet and keep track of your available credits. Vibrant will not be responsible for any unauthorized use of your credits.

No Insurance: If you are a Subscriber, you acknowledge that you are paying for the Services with your personal funds and that there is no guarantee that any third-party payer will pay for or reimburse you for these costs. Vibrant has no obligation to submit any information provided by you for, or to otherwise seek or to assist you in seeking, reimbursement or payment from private insurance carriers, Medicare, Medicaid, or any other third-party payers.

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.

Feedback: Vibrant will treat any feedback or suggestions you provide to Vibrant (collectively, “Submissions”) as non-confidential and non-proprietary and Vibrant will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment, attribution, or compensation to you. 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. You acknowledge and agree that Vibrant may preserve Your User Content and may also disclose Your User Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (i) comply with legal process, applicable laws, or government requests; (ii) enforce this Agreement; (iii) respond to claims that any content violates the rights of third parties; or (iv) protect the rights, property, or personal safety of Vibrant, its users, or the public. You understand that the technical processing and transmission of the Service, including Your User Content, may involve (A) transmissions over various networks; and (B) changes to conform and adapt to technical requirements of connecting networks or devices.

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 this Agreement or any other acceptable use policies that we may establish from time-to-time.

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 this Agreement or any other acceptable use policies that we may establish from time-to-time. Vibrant is not obligated to backup any User Content and Your User Content may be deleted at any time. 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.

To the extent permitted under applicable law, you agree to defend, indemnify and hold harmless Vibrant and its affiliates and their respective directors, officers, employees, agents, mandataries or other representatives (collectively, “Vibrant Parties”) from and against all losses, claims, actions of any kind, liability, damages, injury (including death), and expenses, including without limitation all legal fees and costs arising from or relating to (a) your breach of this Agreement; (b) your use of this Site, Apps and Service; (c) any claim or allegation that any content provided by you to Vibrant, including testimonials, infringe the intellectual property or other rights of any third party or applicable laws; and (d) your violation of any rights of another. Vibrant will provide notice to you of any such claim, suit, or proceeding. Vibrant reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section, and you agree to cooperate with any reasonable requests assisting Vibrant’s defense of such matter. You may not settle or compromise any claim against the Vibrant Parties without Vibrant’s written consent.

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

IN NO EVENT SHALL VIBRANT AND ITS AFFILIATES BE LIABLE TO YOU OR TO ANY OTHER PERSON OR ENTITY FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES, HOWEVER CAUSED, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), STRICT LIABILITY, PRODUCT LIABILITY OR OTHERWISE, EVEN IF VIBRANT OR ANY OF ITS AFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE VIBRANT PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID VIBRANT IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).

This Agreement and any disputes arising under or related to this Agreement will be governed by the laws of California, without reference to any conflicts of law principles that would result in the application of the laws of another jurisdiction. The parties hereby expressly agree to exclude the application of the United Nations Convention on Contracts for the International Sale of Goods as amended, replaced or re-enacted from time to time.

This Dispute Resolution by Binding Arbitration section is referred to in this Agreement as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and Vibrant, whether arising out of or relating to this Agreement (including any alleged breach thereof), the Service, any advertising, or any aspect of the relationship or transactions between us, will be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into this Agreement, you and Vibrant are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.

YOU AND VIBRANT AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND VIBRANT AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.

Vibrant is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing customer support at support@Vibrant-wellness.com. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Vibrant should be sent to Vibrant Wellness LLC, 3521 Leonard Ct, Santa Clara, CA 95054; Attn: Legal (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Vibrant and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Vibrant may commence an arbitration proceeding. During the arbitration, the amount of any settlement offers made by Vibrant or you will not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Vibrant is entitled.

Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Consumer Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, http://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page, https://www.adr.org/consumer. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of this Agreement as a court would. All issues are for the arbitrator to decide, including issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under this Agreement and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.

Unless Vibrant and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination will be made by AAA. If your claim is for $10,000 or less, Vibrant agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.

Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. To the extent any Arbitration Fees are not specifically allocated to either Vibrant or you under the AAA Rules, Vibrant and you shall split them equally; provided that if you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of such Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of any Arbitration Fees, Vibrant will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Vibrant will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys’ fees will be governed by the AAA Rules.

All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement will be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement will be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of this Agreement will continue to apply.

Notwithstanding any provision in this Agreement to the contrary, Vibrant agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Service, you may reject any such change by sending Vibrant written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement).

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

Vibrant may at any time modify this Agreement.

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

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

Vibrant may at any time terminate your right to access this Site and Apps without notice to you. The provisions of this Agreement relating to Sections 1, 2, 5, 6, 7, 8, 9, 10, 11, 12, and 13 will survive the termination of your right to use this Site and Apps.

This Agreement constitutes the entire agreement between you and Vibrant with respect to your use of this Site and will supersede all previous agreements, understandings and representations relating thereto.