TERMS OF USE

VYALUX, Inc.

Terms of Use Agreement

Effective as of January 01, 2022

Welcome:

The following Terms of Use (“Terms of Use”) apply when the User (“User”) views or uses any of the VYALUX, Inc. (“VYALUX”) websites, including any VYALUX web or mobile applications (collectively, “Services”). Please review the following Terms of Use carefully. By accessing or using Service, User signifies agreement to Terms of Use. If User does not agree to Terms of Use, User may not access or use Service.

Service:

Service allows User to:

Provide and engage in virtual and on-site health, nutrition and wellness counseling, coaching and related advisory services; and
Utilize a web-based platform to record health and wellness indications and track patient/client goals and progress.

The content of Services is for User’s personal and non-commercial use. User may only use Services in accordance with Terms of Use, and may not use Services to engage in any unlawful activity or fraudulent purpose or to infringe on the rights of VYALUX or others.

Account Registration & Permitted Users:

If User wants to access and use Services, User must create an account (“Account”). It is important that User provide VYALUX with accurate, complete, and up-to-date information for Account. If User does not, VYALUX may suspend or terminate User’s Account. User agrees that User won’t disclose Account password to anyone and will notify VYALUX immediately of any unauthorized use of Account. User is responsible for all activities that occur under Account, whether or not User is aware of activity. VYALUX is committed to protecting the privacy of juveniles and has no intention of collecting personal information from individuals under the age of 18. If User is under the age of 18, do not submit personal information to Services without the consent of a parent or guardian. Juveniles under the age of 13 are not permitted to use Services.

Online Content Disclaimer:

Opinions, advice, statements, offers, or other information or content made available through Services, but not directly by VYALUX, are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content. VYALUX does not guarantee the accuracy, completeness, or usefulness of any information on Services and neither does VYALUX adopt nor endorse, nor is VYALUX responsible for, the accuracy or reliability of any opinion, advice, or statement made by parties other than VYALUX. VYALUX takes no responsibility and assumes no liability for any User Content that User or any other User or third-party posts or sends over Services. Under no circumstances will VYALUX be responsible for any loss or damage resulting from anyone’s reliance on information or other content posted on Services, or transmitted by Users.

Though VYALUX strives to enforce Terms of Use, User may be exposed to User Content (defined below) that is inaccurate or objectionable. VYALUX reserves the right, but has no obligation, to monitor the materials posted in public areas of Service or to limit or deny a User’s access to Service or take other appropriate action if User violates Terms of Use or engages in any activity that violates the rights of any person or entity or which VYALUX deems unlawful, offensive, abusive, harmful or malicious. VYALUX shall have the right to remove any such material that in its sole opinion violates, or is alleged to violate, the law or this Agreement or which might be offensive, or that might violate the rights, harm, or threaten the safety of Users or others. Unauthorized use may result in criminal and/or civil prosecution under Federal, State, and local law. If you become aware of misuse of Services, please contact us immediately at: support@vyacare.com.

Medical Advice:

Although User’s and User’s patients/clients may seek and access medical advice through Services, Services themselves, and all related content, DO NOT consist of, nor provide, medical advice and are not a substitute for medical advice. Users and User’s patients/clients should always seek the advice of a licensed medical provider before undertaking any treatment plan. Reliance on any information provided by or found on Services is purely at User’s and User’s patient’s/client’s own risk. To the extent Users or User’s patients/clients access medical advice through Services, the medical provider is solely responsible for all advice, diagnosis, treatment, prescriptions, or other exchanges that may occur between such medical provider, User and User’s patient/client. VYALUX is not liable for any action or inaction of such medical provider, User or User’s patient/client, regardless of whether a User or User’s patient/client accesses such medical provider through Services.

Restrictions of Use:

User’s permission to use Services is conditioned upon the following. User agrees that User will not, under any circumstances:

Post any information that is abusive, threatening, obscene, defamatory or libelous;
Use Services for any unlawful purpose or for the promotion of illegal activities;
Attempt to, or harass, abuse, or harm another person or group;
Use another User’s Account without permission;
Provide false or inaccurate information when registering an Account;
Interfere or attempt to interfere with the proper functioning of Services;
Perform racial, sexual, religious, or otherwise objectionable and/or offensive activities;
Make any automated use of Services, or take any action that VYALUX deems to impose or to potentially impose an unreasonable or disproportionately large load on VYALUX’s servers or network infrastructure;
Bypass any robot exclusion headers or other measures VYALUX takes to restrict access to publish or link to malicious content intended to damage or disrupt another User’s Services; or
Use any computer, browser, software, technology, or device to scrape, spider, or crawl Services or harvest or manipulate data.

Further, when transmitting and submitting any User Content (as defined below) while using Services, User agrees as follows:

User is solely responsible for User’s Account and the activity that occurs while signed in to or while using Account;
User will not post information that is malicious, false or inaccurate;
User will not submit content that is copyrighted or subject to third-party proprietary rights, including privacy, publicity, trade secret, etc., unless User is the owner of such rights or has the appropriate permission from the rightful owner to specifically submit such content; and
User hereby affirms that VYALUX has the right to determine whether any of User’s Content submissions are appropriate and comply with Terms of Use, remove any and/or all of User’s submissions, and terminate User’s Account with or without prior notice. User understands and agrees that any liability, loss or damage that occurs as a result of the use of any User Content that User makes available or accessible through User’s use of Services is solely User’s responsibility. VYALUX is not responsible for any public display or misuse of User Content. VYALUX does not, and cannot, pre-screen or monitor all User Content. However, in the discretion of VYALUX, VYALUX, or technology VYALUX employs, may monitor and/or record User’s interactions with Services.

Intellectual Property:

As between User and VYALUX, all content on Services, including its appearance and look and feel, is owned by VYALUX unless otherwise expressly indicated through the Services. User acknowledges and agrees that VYALUX and VYALUX licensors retain ownership of all intellectual property rights of any kind related to Services, including applicable copyrights, trademarks and other proprietary rights. User may not modify, copy, distribute, transmit, display, perform or create derivative works from the content, information or material on Services. Other product and company names that are mentioned on Services may be trademarks of their respective owners. VYALUX reserves all rights that are not expressly granted to User under Terms of Use. Any VYALUX trademarks, trade dress, service marks or trade names that appear on Services or are referenced through Services are the property of VYALUX and no license or other right to use such marks, names or dress shall be deemed granted to any User without the express written permission of VYALUX.

User Content & License:

User understands and acknowledges that User is solely responsible for all information, data, text or other materials or content that User posts, transmits privately or makes public via Services (“User Content”) and that VYALUX is not responsible or liable for said information. When User posts, transmits or makes information public through Services, User grants VYALUX a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, publicly perform, publicly display, and make derivative works of all such User Content and User’s name, voice, and/or likeness as contained in User’s User Content, if applicable, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with Services. User agrees that VYALUX is only acting as a passive conduit for User’s online distribution and publication of User’s User Content. VYALUX, however, reserves the right to remove any User Content from Services at VYALUX’s discretion.

Subscription Fees and Charges:

User agrees to pay the fees for Services in accordance with the applicable fee schedules listed here. User authorizes VYALUX to charge the User's designated card on file, as specified by User through the VYACARE Platform, for all fees as they become payable. Fees for Services are based on a month-cycle with the first monthly payment prorated to the 1st day of the following month. Thereafter, all payments shall occur on or about the 1st day of the month.

User is required to pay fees in full even if User does not use the platform. Should User upgrade an Account subscription mid-payment cycle, "already paid fees" will be applied on a prorated basis to the new subscription. Should User downgrade an Account subscription mid-payment cycle, changes will go into effect in the next payment period. All fees are non-refundable and non-transferrable, including annual subscriptions. In the event of canceling an annual subscription, said subscription will end on the 365th day from the last payment.

VYALUX may charge additional fees for exceptions, processing, set up, training, coding, and other special services, including optional add-on services. Additional fees will be explicitly communicated during the set-up process.

Links to Other Sites:

As part of Services, VYALUX may provide User with convenient links to third-party website(s) (“Third-Party Sites”), as well as content or items belonging to or originating from third parties (“Third-Party Applications, Software or Content”). These links may be provided for a predetermined fee or as a courtesy to Users.

VYALUX has no control over Third-Party Sites and Third-Party Applications, Software or Content or the promotions, materials, information, goods or services available on these Third-Party Sites or Third-Party Applications, Software or Content. Such Third-Party Sites and Third-Party Applications, Software or Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by VYALUX, and VYALUX is not responsible for any Third-Party Sites accessed through the Site or any Third-Party Applications, Software or Content posted on, available through or installed from the Site, including the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the Third-Party Sites or the Third-Party Applications, Software or Content.

Inclusion of, linking to or permitting the use or installation of any Third-Party Site or any Third-Party Applications, Software or Content does not imply approval or endorsement thereof by VYALUX. If User decides to leave the Services and access the Third-Party Sites or to use or install any Third-Party Applications, Software or Content, User does so at User’s own risk and User should be aware that VYALUX terms and policies no longer govern. User should review the applicable terms and policies, including privacy and data gathering practices, of any site to which User navigates from Services or relating to any applications User uses or installs from Services.

(a) Termination of Repeat Infringer Accounts. VYALUX respects the intellectual property rights of others and requests that Users do the same. Pursuant to 17 U.S.C. 512(i) of the United States Copyright Act, VYALUX has adopted and implemented a policy that provides for the termination in appropriate circumstances of Users of Services who are repeat infringers. VYALUX may terminate access for Users who are found repeatedly to provide or post protected third-party content without necessary rights and permissions.

(b) DMCA Take-Down Notices. If you are a copyright owner or an agent thereof and believe, in good faith, that any materials provided on Services infringe upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (see 17 U.S.C. 512) (“DMCA”) by sending the information via electronic mail to VYALUX’s designated copyright agent at: support@vyacare.com.

Electronic Communications:

For contractual purposes, User (a) consents to receive communications from VYALUX in an electronic form via the email address User has submitted; and (b) agree that all Terms of Use, agreements, notices, disclosures, and other communications that VYALUX provides to User electronically satisfy any legal requirement that such communications would satisfy if it were in writing.

The foregoing does not affect User’s non-waivable rights. VYALUX may also use User’s email address, to send User other messages, including information about VYALUX and special offers. User may opt out of such email by sending an email to support@vyacare.com. Opting out may prevent User from receiving messages regarding VYALUX, VYACARE or special offers. Communications made by User through the Services’ email and messaging system shall not constitute legal notice to VYALUX or any of its officers, employees, agents or representatives in any situation where notice to VYALUX is required by contract or any law or regulation to be in writing.

Warranty Disclaimer:

THE SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, VYALUX EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESSED, IMPLIED OR STATUTORY, REGARDING THE SERVICES INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SECURITY, ACCURACY AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, VYALUX MAKES NO WARRANTY OR REPRESENTATION THAT ACCESS TO OR OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE. USER ASSUMES FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM USER’S DOWNLOADING AND/OR USE OF FILES, INFORMATION, CONTENT OR OTHER MATERIAL OBTAINED FROM THE SERVICES. SOME JURISDICTIONS LIMIT OR DO NOT PERMIT DISCLAIMERS OF WARRANTY, SO THIS PROVISION MAY NOT BE APPLICABLE.

Limitation of Damages:

TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VYALUX, ITS AFFILIATES, DIRECTORS, OR EMPLOYEES, OR ITS LICENSORS OR PARTNERS, BE LIABLE TO USER FOR ANY LOSS OF PROFITS, USE, OR DATA, OR FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, HOWEVER ARISING, THAT RESULT FROM (A) THE USE, DISCLOSURE, OR DISPLAY OF USER’S USER CONTENT; (B) USER’S USE OR INABILITY TO USE THE SERVICES; (C) THE SERVICES GENERALLY OR THE SOFTWARE OR SYSTEMS THAT MAKE THE SERVICES AVAILABLE; OR (D) ANY OTHER INTERACTIONS WITH VYALUX OR ANY OTHER USER OF THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT VYALUX HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS LIMIT OR DO NOT PERMIT DISCLAIMERS OF LIABILITY, SO THIS PROVISION MAY NOT BE APPLICABLE.

Modification of Terms:

VYALUX can amend Terms of Use at any time and will update Terms of Use in the event of any such amendments. It is User’s sole responsibility to check the Terms of Use from time to time to view any such changes in the Agreement. If User continues to use the Services, User signifies User’s agreement to VYALUX’s revisions to Terms of Use. However, VYALUX will notify User of material chances to the Terms of Use by sending an email to the email address User provided to VYALUX upon registration. For this additional reason, User should keep User’s contact, profile and Account information current. Any changes to Terms of Use (other than as set forth in this paragraph) or waiver of VYALUX’s rights hereunder shall not be valid or effective except in a written agreement bearing the physical signature of an officer of VYALUX. No purported waiver or modification of Agreement by VYALUX via telephone or email shall be valid.

VYALUX respects the privacy of Users. Please refer to VYALUX’s Privacy Policy which explains how VYALUX collects, uses, and discloses information that pertains to User’s privacy. When User accesses or uses Services, User signifies agreement to Privacy Policy.

General Terms:

If any part of Agreement is held invalid or unenforceable, that portion of Agreement will be construed consistent with applicable law. The remaining portions will remain in full force and effect. Any failure on the part of VYALUX to enforce any provision of Agreement will not be considered a waiver of VYALUX’s right to enforce such provision. VYALUX’s rights under Agreement will survive any termination of Agreement. User agrees that any cause of action related to or arising out of User’s relationship with VYALUX must commence within ONE year after the cause of action accrues. Otherwise, such cause of action is permanently barred. Terms of Use and User’s use of the Services are governed by the federal laws of the United States of America and the laws of the State of Michigan without regard to the conflict of laws provisions thereof, and venue shall exclusively lie in the courts sitting in Oakland County.

VYALUX may assign or delegate Terms of Use and/or Privacy Policy, in whole or in part, to any person or entity at any time with or without User’s consent. User may not assign or delegate any rights or obligations under Terms of Use or Privacy Policy without VYALUX’s prior written consent, and any unauthorized assignment and delegation by User is void.

USER ACKNOWLEDGES THAT USER HAS READ TERMS OF USE, UNDERSTANDS TERMS OF USE, AND WILL BE BOUND BY THESE TERMS AND CONDITIONS. USER FURTHER ACKNOWLEDGES THAT TERMS OF USE TOGETHER WITH PRIVACY POLICY REPRESENT THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN USER AND VYALUX AND THAT IT SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN USER AND VYALUX RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.

Contact Information:

Please direct questions regarding Terms of Use or Services to:

VYALUX, Inc. support@vyacare.com